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

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

“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

From Reaction to Resilience: A New Vision for Corporate Ethics & Compliance

This lecture explores how organizations can build ethics and compliance programs that genuinely prevent misconduct rather than simply respond to regulatory pressure. Drawing on the historical evolution of modern compliance, the talk traces how enforcement activity, statutory mandates, and negotiated corporate settlements have shaped today’s compliance landscape. Yet, as the book argues, enforcement-driven models are no longer sufficient. Instead, large and complex organizations must adopt firm-driven, ethics-centered compliance programs that proactively address risk, empower middle management, strengthen internal culture, and support human flourishing across communities. Grounded in behavioral ethics, governance theory, and real-world case studies, the lecture outlines a practical framework for designing compliance programs capable of meeting tomorrow’s challenges

Access to Primary Care and Health Care Fragmentation

This Article examines the growing crisis of long primary care wait times and the health care fragmentation that is associated with them. Patients who feel ill or are worried about new symptoms must often wait weeks or longer for appointments. In the wake of excessive wait times for primary care physician (PCP) appointments, patients increasingly turn to convenience care models such as urgent care centers, retail clinics, direct-to-consumer telemedicine, and at-home testing. While these alternatives offer prompt attention, they sacrifice other core functions of primary care and may exacerbate poor health outcomes and inequities. The Article argues that long wait times and resulting care fragmentation have significant spending, quality, access, and equity implications. Furthermore, they expose health care providers to potential medical malpractice and discrimination claims. The PCP shortage, rooted in factors such as physician burnout, inadequate compensation, and insufficient residency positions, underlies the problem.This is the first law journal article to comprehensively analyze the legal and policy implications of long PCP wait times. It recommends that policymakers and payers support strategies to improve primary care capacity and lower wait times, for example, by using artificial intelligence to facilitate administrative tasks and adopting creative scheduling policies. The Article also critiques laws and regulations that directly address appointment wait times and suggests modifications to improve their efficacy. It concludes with a brief examination of legal interventions that aim to increase the supply of PCPs and ease the financial and workload burdens that PCPs face. As the population ages and demands for care grow, addressing primary care access barriers is crucial for maintaining the health of the American population

Global Public Health Law: A Transdisciplinary Approach

This is an in-person event for students only. Anyone else can attend virtually by registering. CLE credit available for virtual attendance. As traditionally conceived, public health law focuses primarily on what lawyers do—counseling public health agencies and litigating disputes. By contrast, the transdisciplinary model of public health law seeks to connect lawyers, scientists, public health practitioners, and others in a shared effort to (a) understand and quantify the critical (yet often unseen) role that law plays in shaping population health, and (b) develop, advocate for, implement, and evaluate evidence-based legal interventions to prevent disease and reduce injuries. This presentation will discuss a forthcoming book Professor Berman is co-authoring that connects this transdisciplinary approach to Global Public Health Law. As the book defines it, Global Public Health Law is the use of the law as a tool to protect and advance population health in jurisdictions around the globe—encompassing everything from local laws to international agreements. Using a wide range of public health topics as examples, the book examines how laws and institutions at the local, national, regional, and international levels intersect and influence one another, and how they ultimately contribute (positively or negatively) to health outcome

The 2026 Bruce J. Klatsky Endowed Distinguished Human Rights Lecture, featuring “The Past, Present, and Future of International Justice

The Klatsky Endowed Distinguished Lecture in Human Rights was created in 2001 by University Trustee Bruce J. Klatsky, chair and CEO of Phillips Van Heusen Corp., and a member of the board of directors of Human Rights Watch. The Klatsky endowment also provides annual fellowships for two CWRU law students at Human Rights Watch. As the 2024 Klatsky Lecturer, Beth Van Schaack joins a veritable who\u27s who among the most impactful human rights luminaries on the planet who have delivered the Klatsky Lecture at Case Western Reserve University School of Law and received the Cox Center’s annual Humanitarian Award for Advancing Global Justice..

Patient Autonomy, Public Safety, and Drivers with Cognitive Decline

With a growing elderly population, cognitive decline in drivers has become a significant public safety concern. Currently, over thirty-two million individuals who are seventy or older have driver’s licenses, and that number is growing quickly. In addition, almost ten percent of U.S. seniors (those sixty-five and older) have dementia, and an additional twenty-two percent have mild cognitive impairment. Between a quarter and a half of individuals with mild to moderate dementia still drive. As cognitive abilities such as memory, attention, and decision-making skills deteriorate, a driver\u27s ability to operate a vehicle safely can be compromised. This not only puts the driver at risk but also endangers passengers, other motorists, and pedestrians. As the population ages, the number of drivers experiencing cognitive decline is increasing, escalating the risk of accidents./= / \u3e/= / \u3eFor many older adults, however, driving is a key aspect of independence and mobility. Losing the ability to drive can lead to social isolation, dependence on others, and a decline in overall well-being. Understanding and addressing the challenges of cognitive decline in relation to driving is crucial for maintaining elderly individuals’ quality of life. Nonetheless, determining when someone should stop driving due to cognitive decline is especially difficult because cognitive decline often progresses gradually and is challenging to assess./= / \u3e/= / \u3eCurrent legal mechanisms fail to resolve the tension between promoting personal autonomy and protecting public safety, and existing approaches to the problem are unsatisfactory. Requiring road tests of every older adult is both overly intrusive and economically inefficient. At the same time, however, revoking driving privileges only after an accident has occurred creates a public safety hazard. Without an effective system of regulation, informal practices emerge. Medical professionals who recognize that a patient’s driving is likely to create a safety risk may either ignore the matter entirely or pressure family members to take the keys away from their loved one. And when accidents do happen, family members are sometimes sued for failing to prevent their loved one from taking the wheel./= / \u3e/= / \u3eThis Article recommends a framework for enhanced medical and regulatory protocols to navigate the intricacies of driving with cognitive decline. It recognizes that earlier efforts to solve the problem have often failed because they relied too heavily on a single point of responsibility. Our proposed framework, by contrast, creates a connection between the medical provider and the motor vehicle regulator and sets out clear lines of responsibility. The Article develops recommendations for effective interventions, analyzing the role that physicians should play and proposing legislative changes. Driving with cognitive decline is a multifaceted challenge that impacts public safety, personal independence, family relationships, legal rights, and healthcare practices. Addressing it effectively requires a balanced and thoughtful approach that considers the needs and rights of all stakeholders

The Legal Profession Must Confront Its Role in Slavery

Acknowledging and discussing the modern citation of slave cases is a first step. The Citing Slavery Project provides a database of slave cases and the modern cases that continue to cite them as precedent. American slavery generated thousands of legal disputes. Lawyers legitimized slavery by fitting cases involving enslaved people into standard legal categories. The law of slavery became an important part of American law. Such support from lawyers helped slave commerce function. American courts directly participated in slave commerce, frequently auctioning enslaved people to satisfy debts. These sales even took place on courthouse steps. Courthouse auctions forcibly separated families. They helped enslavers to concentrate economic power. After emancipation, lawyers continued to treat slave cases as good law. They even enforced debts based on contracts for enslaved people. The failure of the legal profession to grapple with its role in the law of slavery is a failure of transitional justice. Lawyers have obscured their role in slavery by never fully acknowledging it. Today, American judges and lawyers continue to cite slave cases for fundamental legal propositions. These citation practices cause serious harm and reveal the legal profession’s ethical limitations.Justin Simard, assistant professor, Michigan State University College of Law, has research that studies the modern citation of slavery and will present on this topic