The following papers began as contributions to a conference on “The ESG Movement: Law, Economics and Values,” which took place on October 8 and 9, 2021.
ESG investment product, “sustainability-linked bonds” may allow corporate officers and directors to overcome ESG obstacles created by their fiduciary duty to serve shareholder interests over the inte…
Should the board’s Caremark obligations should be extended to encompass oversight of corporate performance with environmental, social, and governance (ESG) issues?
In recent years, environmental, social, and governance (ESG) investing has become embedded in a variety of legal institutions, including state law, stock exchange rules, and SEC regulations.
Corporate social responsibility (“CSR”) is the notion that corporations should do more for society than simply earn profits for shareholders.
The ESG movement is unlikely to maximize shareholder or social welfare. Better information might be provided by intermediaries that can be expected to arise.
Enlightened shareholder value (ESV) combines this prescription with guidance to consider stakeholder interests in the pursuit of long-term shareholder value maximization.
Under the traditional shareholder primacy doctrine, corporate decisions were to be made with a single objective: the maximization of shareholder welfare.
Under a stakeholder model, business decisions are radically indeterminate, even when abstracting from empirical uncertainty.
I propose a contextual approach to the definition of a "controlling shareholder" that varies depending on the purpose of the inquiry.
Survey–Judicial Developments Pertaining to Mergers and Acquisitions
Survey–Federal Regulation of Securities
The Review covers significant developments in federal securities law and regulation during 2021. The Review is divided into three sections: regulatory actions, accounting statements, and caselaw deve…
On December 18, 2020, President Trump signed the HFCA Act into law, which mandates new disclosure requirements for certain foreign issuers and prohibits the trading of certain foreign issuers’ securi…
In 2021, the Financial Accounting Standards Board (the “FASB” or the “Board”) issued ten Accounting Standards Updates (“ASUs”) to its Accounting Standards Codification (“ASC” or the “Codification”),…
The Review covers significant developments in federal securities law and regulation during 2021. This section covers caselaw developments.