The ESG Movement: Law, Economics and Values
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.
The Business Lawyer | Summer 2022
Volume 77, Issue 3
Symposium
Contracting for ESG: Sustainability-Linked Bonds and a New Investor Paradigm
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…
Don’t Compound the Caremark Mistake by Extending It to ESG Oversight
Should the board’s Caremark obligations should be extended to encompass oversight of corporate performance with environmental, social, and governance (ESG) issues?
The Geography of Human Capital Management
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.
The Unintended Consequences of Mandatory ESG Disclosures
Corporate social responsibility (“CSR”) is the notion that corporations should do more for society than simply earn profits for shareholders.
Least-Cost Altruists and ESG Firms
The ESG movement is unlikely to maximize shareholder or social welfare. Better information might be provided by intermediaries that can be expected to arise.
Does Enlightened Shareholder Value Add Value?
Enlightened shareholder value (ESV) combines this prescription with guidance to consider stakeholder interests in the pursuit of long-term shareholder value maximization.
The Excessive Ambitions of Stakeholder Ideology
Under the traditional shareholder primacy doctrine, corporate decisions were to be made with a single objective: the maximization of shareholder welfare.
How Would Directors Make Business Decisions Under a Stakeholder Model?
Under a stakeholder model, business decisions are radically indeterminate, even when abstracting from empirical uncertainty.
Articles
The Three Faces of Control
I propose a contextual approach to the definition of a "controlling shareholder" that varies depending on the purpose of the inquiry.
Survey–Federal Regulation of Securities
Survey - Federal Regulation of Securities: Introduction
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…
Section I: Regulatory Developments 2021
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…
Section II: Accounting Developments 2021
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”),…
Section III: Caselaw Developments 2021
The Review covers significant developments in federal securities law and regulation during 2021. This section covers caselaw developments.