Nonprofits and the Shaping of Corporate Governance (co-authored with Marianna Pargendler)

Nonprofits have emerged as powerful forces shaping corporate law and governance, yet they remain largely overlooked in accounts of the field. This lecture offers a theory that nonprofits are the missing piece in understanding some of the most significant corporate governance developments of the past decades. We make three primary contributions. First, we identify the range of nonprofits beyond traditional corporate governance actors, discuss their defining features, and explain why governance-related activism occurs through nonprofit vehicles. Second, we examine their strategic playbook, which includes legislative advocacy, litigation, shareholder proposals, and soft law and shaming campaigns. We analyze how these strategies have shaped key corporate governance shifts, from global supply chain and benefit corporation legislation to the rise and backlash against CSR, ESG, DEI, and climate-related agendas. Third, we explore the broader implications of this phenomenon for reform proposals and the future of corporate governance

Spending Programs and the New Roberts Court

This is an in-person event for students only. Anyone else can attend virtually by registering. CLE credit available for virtual attendance. The Supreme Court is poised to place new limits on Congress’s spending power at the urging of states vying for regulatory dominance. Most federal and state programs addressing health and social welfare heavily rely on the federal spending power, and three recent Supreme Court decisions--Health and Hospital Corporation v. Talevski, Medina v. Planned Parenthood, and Moyle v. U.S.—are the tip of the iceberg. Four theories are arising throughout these cases, testing the breadth of the spending power and private enforcement of spending programs. If state advocates are successful (Medina indicates they have gained traction already), then shifts in the scope, interpretation, and enforcement of longstanding social programs may occur. Yet, states may not achieve their expected outcomes. If it becomes harder to exercise the spending power with state partners, Congress may act without them, or abandon the programs altogether, depending on the political environment and other factors. State advocates may experience a short-term political gain by limiting federal authority over spending programs, but, long-term, states have needed federal money to balance their budgets, especially during economic downturns. Also, federal spending power has long been used to protect civil rights, so new limits may contribute to retrenchment

“Health Information Purges, Suppression, and Distortion,”

The Trump administration\u27s health information policies have created an unprecedented assault on medical data integrity, including widespread information purges, suppression efforts, and deliberate distortions. Federal agencies have removed thousands of health-related webpages, censored scientific publications, and, under Secretary Robert F. Kennedy Jr.\u27s leadership, disseminated misinformation about vaccines, fluoride, and other medical topics. These activities represent a dramatic departure from traditional government practices of providing reliable health information to clinicians, researchers, and the public, and they can endanger many lives. This Article provides a first-of-its-kind analysis of the legal frameworks that govern contemporary federal health information abuses and examines potential remedies for aggrieved parties. The analysis demonstrates that current practices may violate multiple legal provisions, including the First Amendment, the Due Process Clause, the Administrative Procedure Act, the Paperwork Reduction Act, the Federal False Statements Act, and the Federal Records Act. The Article argues that while courts are unlikely to award monetary damages through existing legal mechanisms such as Bivens claims or the Federal Tort Claims Act, claims for injunctive relief offer plaintiffs a promising litigation pathway. Recent successes demonstrate that courts can effectively compel restoration of purged health-related information and halt unconstitutional censorship practices. As government health information abuses continue to proliferate, litigation serves as democracy\u27s essential safeguard against the erosion of medical truth and public health protections

Inside the Family Business: Law and Legacy

Family enterprises play a vital role in the U.S. economy, but they face unique internal challenges because their owners must reconcile family and business perspectives. Using case studies to illustrate, Professor Means will examine why some family firms succeed across generations while others fail. He will explain how attorneys can work with family owners to establish governance structures that integrate corporate law, family law, and estate planning considerations. For family businesses, the goal is to achieve a competitive edge in the marketplace while also safeguarding the values that make business ownership worthwhile