Benefit Corporation Law And Governance

Corporations with a Conscience Corporations today are embedded in a system of shareholder primacy. Nonfinancial concerns—like worker well-being, environmental impact, and community health—are secondary to the imperative to maximize share price. Benefit corporation governance reorients corporations so that they work for the interests of all stakeholders, not just shareholders. This is the first authoritative guide to this new form of governance. It is an invaluable guide for legal and financial professionals, as well as interested entrepreneurs and investors who want to understand how purposeful corporate governance can be put into practice.

"Corporations today are embedded in a system of shareholder primacy. Nonfinancial concerns-like worker well-being, environmental impact, and community health-are secondary to the imperative to maximize share price. Benefit corporation governance reorients corporations so that they work for the interests of all stakeholders, not just shareholders. This is the first authoritative guide to this new form of governance. It is an invaluable guide for legal and financial professionals, as well as interested entrepreneurs and investors who want to understand how purposeful corporate governance can be put into practice. "

This insightful Research Handbook contributes to the theoretical and practical understanding of corporate purpose and personhood, which has become the central debate of corporate law. It provides cutting-edge thoughts on the role of corporations in society and the nature of their rights and responsibilities.

Corporations with a Conscience Corporations today are embedded in a system of shareholder primacy. Nonfinancial concerns—like worker well-being, environmental impact, and community health—are secondary to the imperative to maximize share price. Benefit corporation governance reorients corporations so that they work for the interests of all stakeholders, not just shareholders. This is the first authoritative guide to this new form of governance. It is an invaluable guide for legal and financial professionals, as well as interested entrepreneurs and investors who want to understand how purposeful corporate governance can be put into practice.

This anthology of recent scholarship on corporate governance has been extensively revised and updated. It explores the application of legal doctrine and theory to topical policy issues such as corporate social responsibility, executive compensation, corporate criminality, federalism, and ethical rules for corporate lawyers. It contains materials on recent developments, including the 2008 financial collapse. The book puts into current context long-running debates on fundamental corporate law issues, such as shareholders' ownership of the corporation, director independence, and management's focus on maximizing share price. The new edition contains a new chapter on creditors and bankruptcy. The book is organized around policy issues rather than the doctrinal areas of the basic law school course. It presents diverse views on each issue through various approaches to analyzing corporate law and incorporating doctrine, law and economics, empirical work; history; and organizational behavior. The book is designed for use as the primary text in a course or seminar in corporate governance, but could also serve as supplemental reading in the basic law school corporations course. It includes questions for classroom discussion or self-directed study. The edited selections are generally longer than in a standard law anthology in order to provide a deeper treatment of the issues.

Walter Effross is a superb teacher and succeeds in making a sometimes dry subject interesting to students. Corporate Governance contrasts schools of thought, explaining the conflicts between such theories as contractarianism and communitarianism, and such emerging academic approaches as empiricism and behavioral economics. The text includes excerpts from only the most important sections of judicial decisions along with their relevant factual and procedural context. Extensive notes address the reactions to decisions from other courts, commentators, counsel, and executives. Dozens of examples ripped from the headlines, excerpted from actual corporate documents, and drawn from popular culture illustrate key principles and spark class discussions. More than one hundred suggestions for paper topics are especially useful for participants in research and writing seminars. An appendix categorizes and details more than eighty separate initiatives that shareholder activists and commentators have proposed. A wide range of excerpts from corporate documents and court decisions interpreting these materials help students translate the caselaw and learn drafting techniques. The Second Edition reflects legislative, regulatory, judicial, and Fortune 500 developments since mid-2009 as well as new examples from corporate documents, the Great Books, and popular culture. Detailed coverage of new and emerging topics includes discussion of the governance of nonprofit corporations the emerging types of social enterprises such as benefit corporations, B corporations, and flexible purpose corporations; the board s responsibility to rein in the cyber-risks raised by hackers, e-mails, Web sites, and social media; and the implications for directors, officers, and counsel of new research on avoiding common cognitive traps that compromise decision-making in situations of risk and uncertainty. The Second Edition explores governance changes wrought by the financial crisis and reform legislation; the responsible corporate officer doctrine, the honest services doctrine, and other theories of executive liability; issues raised by crowdfunding ; and the consequences of the Citizens United decision removing limits on companies independent political expenditures. New appendices give detailed advice on identifying, developing, refining, and researching topics for articles and on using the publishing process to invigorate one s professional network and career.

An in-depth look at the trouble with shareholder value thinking and at better options for models of corporate purpose. Executives, investors, and the business press routinely chant the mantra that corporations are required to “maximize shareholder value.” In this pathbreaking book, renowned corporate expert Lynn Stout debunks the myth that corporate law mandates shareholder primacy. Stout shows how shareholder value thinking endangers not only investors but the rest of us as well, leading managers to focus myopically on short-term earnings; discouraging investment and innovation; harming employees, customers, and communities; and causing companies to indulge in reckless, sociopathic, and irresponsible behaviors. And she looks at new models of corporate purpose that better serve the needs of investors, corporations, and society. “A must-read for managers, directors, and policymakers interested in getting America back in the business of creating real value for the long term.” —Constance E. Bagley, professor, Yale School of Management; president, Academy of Legal Studies in Business; and author of Managers and the Legal Environment and Winning Legally “A compelling call for radically changing the way business is done... The Shareholder Value Myth powerfully demonstrates both the dangers of the shareholder value rule and the falseness of its alleged legal necessity.” —Joel Bakan, professor, The University of British Columbia, and author of the book and film The Corporation “Lynn Stout has a keen mind, a sharp pen, and an unbending sense of fearlessness. Her book is a must-read for anyone interested in understanding the root causes of the current financial calamity.” —Jack Willoughby, senior editor, Barron’s “Lynn Stout offers a new vision of good corporate governance that serves investors, firms, and the American economy.” —Judy Samuelson, executive director, Business and Society Program, The Aspen Institute