24Nov

Beyond the Board of Directors

Categories: Law Review

By: Kelli A. Alces* Introduction The board of directors has outlived its purpose. The board is theoretically responsible for directing the management of a corporation, for monitoring its senior officers, and for making significant business decisions. The typical directors of the largest multinational corporations devote about seventeen hours per month to the governance of the […]

23Nov

Deterring Abuse of the Copyright Takedown Regime by Taking Misrepresentation Claims Seriously

Categories: Law Review

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By: Lydia Pallas Loren* Abstract Copyright owners routinely obtain prompt removal of allegedly infringing materials from the Internet using takedown notices. The Copyright Act’s takedown procedures are an attractive and powerful tool to combat infringement because they do not require filing a federal copyright infringement complaint, nor do they involve any neutral assessment of the […]

Tags: Copyright Cyber Law Misrepresentation

23Nov

The Power to Issue Stock

Categories: Law Review

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By: Mira Ganor* Abstract Studies of management’s disregard of the will of the shareholders have focused on combinations of entrenchment mechanisms and special governance structures. However, management’s power to issue stock—a fundamental element of the ability of management to control the corporation regardless of the will of the shareholders—has received scarce attention. This Article highlights […]

Tags: Corporate Governance Corporate Law Poison Pill Shareholders

23Nov

How Public Schools Can Constitutionally Halt Cyberbullying: A Model Cyberbullying Policy that Considers First Amendment, Due Process, and Fourth Amendment Challenges

Categories: Law Review

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By: Naomi Harlin Goodno* Introduction Schoolyard bullying has been around for generations, but recently it has taken on a new, menacing face¾cyberbullying. Now adolescents use technology to deliberately and repeatedly bully, harass, hassle, and threaten peers. No longer does the bullying end once the school day ends. With the use of technology, groups of bullies […]

Tags: Constitutional Law Cyber Law Due Process First Amendment Fourth Amendment Social Networking

21Oct

The Puzzle of Short-termism

Categories: Law Review

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By: Kent Greenfield* Introduction When pondering the question of the “sustainable corporation,” as we did in this symposium, one of the intractable problems is the nature of the corporation to produce externalities. By noting this characteristic, I am not making a moral point but an economic one. The nature of the firm is to create […]

Tags: Corporate Law Externalities Shareholders

21Oct

Benefit Corporations—A Sustainable Form of Organization?

Categories: Law Review

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By: Dana Brakman Reiser* Introduction Founders of social enterprises believe profits and social good can be produced in tandem and wish to form organizations that will pursue these dual missions.[1] They will, however, encounter obstacles to articulating and enforcing such dual missions if they adopt either a traditional nonprofit or for-profit form of organization. Nonprofit […]

Tags: Business Organizations Corporate Law

21Oct

Imagining Corporate Sustainability as a Public Good Rather Than a Corporate Bad

Categories: Law Review

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By: Wendy E. Wagner* Introduction Corporations have been criticized for their environmental misdeeds for over a century,[1] so it is not surprising that many view corporate approaches to sustainability with skepticism.[2] Reports of green-washing and other forms of misleading advertising by a handful of corporations only serve to reinforce this negative perception.[3] Based on this […]

Tags: Corporate Public Good Sustainability

11Oct

Two Models of Corporate Social Responsibility

Categories: Law Review

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By: David Millon* Introduction There are many ways to think about the nature of business corporations. They can be seen as mere aggregations of natural persons or as entities in their own right. As entities, they have been described as either natural or artificial,[1] and the idea of the corporation as a person is itself […]

Tags: Corporate Corporate Social Responsibility Sustainability

11Oct

Dodd-Frank, Liability Structure, and Financial Instability Cycles: Neither a (Ponzi) Borrower Nor a Lender Be

Categories: Law Review

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By: José Gabilondo* Introduction The financial sector has by now mostly sprung back from the crisis that began in 2007, as have corporate profits; but the labor market still sags, mortgage credit is scarce, and the future prospects for the economy, while not bleak, are not rosy either. Seeing this ongoing harm to the real […]

Tags: Corporate Dodd-Frank Financial Regulation

11Oct

NASCAR Green: The Problem of Sustainability in Corporations and Corporate Law

Categories: Law Review

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By: Matthew T. Bodie* Introduction Slowing down and ultimately reversing global warming is the preeminent global challenge of our time.[1] The evidence seems clear: the climate is gradually but undeniably heating up, leading to the melting of polar ice caps, rising sea levels, and dramatic changes in global climate patterns.[2] The global reforms necessary to […]

Tags: Corporate NASCAR Sustainability

11Oct

The Sustainable Corporation and Shareholder Profits

Categories: Law Review

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By: Judd F. Sneirson* Abstract What is a sustainable corporation and why aren’t there more of them? This Article argues that corporate law’s conventional focus on shareholder profits stifles sustainability efforts inasmuch as sustainable corporations take a broader view of the firm and its goals. The Article also weighs alternatives for increasing the number of […]

Tags: Corporation Sustainability

1Oct

Towards a Firm-Based Theory of Consumption

Categories: Law Review

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By: David G. Yosifon* Abstract Corporate theory typically construes consumption activity as involving a series of arms-length, atomistic transactions in which consumers exchange money for discrete corporate goods or services. Canonical accounts expect satisfied consumers to engage in repeat transactions, but the transactions themselves are (implicitly or explicitly) assumed to be isolated, fully contained dealings […]

Tags: Consumption Corporate Sustainability

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