In Praise of Process: Examining the SEC, Rule 14a-8(i)(8), and AFSCME v. AIG

Part one of this essay will discuss the rule, including a brief analysis of proxy access generally and the election exclusion specifically. Part two will examine the AFSCME v. AIG case and the SEC\u27s response thereto in more detail-discussing the arguments posited both for and against increased shareholder access, as well as the aftermath of the SEC\u27s decision. Part three will analyze how the SEC\u27s failure to change Rule 14a-8(i)(8) to allow greater shareholder access specifically caused one thread in the financial crisis-as a direct result of a loss of shareholder empowerment. Finally, part four offers an epilogue-a discussion of the SEC\u27s current position on shareholder access generally and the election exclusion specifically as a portend for the future

What\u27s in a Name? Transnational Corporations as Bystanders Under International Law

(Excerpt) By giving TNCs the “bystander” name, this Article attempts to take the rhetoric out of its sound-bite environment and examine it for what it is: a strategy with implications for corporate accountability. This Article attempts to distinguish the “bystander” label that TNCs employ, which conveys the idea of the innocent bystander, and the name of the bystander that this Article would like to adopt, which contemplates a party that is complicit to the underlying action even when it is inactive. The term “rhetoric” employed throughout this Article is used as a more generic term for discussions of TNCs within the international discourse. To the author’s knowledge, no one has ever used the bystander paradigm within the context of corporate accountability. Some scholars have discussed the role of bystanders within a larger accountability framework. However, the bystander framework has not yet been applied to issues of corporate accountability. This Article attempts to fill that gap by offering a new theoretical perspective, one that names the TNC as a “bystander” under international law. Giving the TNCs this name is important, because it allows us to move beyond the current framework—or lack thereof—for corporate accountability and instead move towards a realistic solution for TNCs under international law

The End of the Beginning? : A Comprehensive Look at the U.N.\u27s Business and Human Rights Agenda from a Bystander Perspective

With the endorsement of the Guiding Principles regarding the issue of business and human rights, an important chapter has come to a close. Beginning with the then U.N. Secretary-General’s “global compact” speech in 1999, the international legal framework for business and human rights has undergone tremendous change and progress. Yet, for all these developments, there has been no exhaustive examination in the legal academy of all of these events; certainly there is no one piece that discusses or analyzes all the major instruments that have been proposed and endorsed by the U.N. on the subject of business and its relationship with human rights issues. This Article attempts to fill that gap. By documenting the rise and development of Transnational Corporations as potential subjects under international law, the Article will help to provide a comprehensive overview of the issues concerning Transnational Corporations and businesses for the last twelve years. In addition, by examining the Guiding Principles through the lens of bystander rhetoric, this Article hopes to point the way forward to the next phase in developing a meaningful accountability structure for TNCs under international law

The End of the Beginning? : A Comprehensive Look at the U.N.\u27s Business and Human Rights Agenda from a Bystander Perspective

With the endorsement of the Guiding Principles regarding the issue of business and human rights, an important chapter has come to a close. Beginning with the then U.N. Secretary-General’s “global compact” speech in 1999, the international legal framework for business and human rights has undergone tremendous change and progress. Yet, for all these developments, there has been no exhaustive examination in the legal academy of all of these events; certainly there is no one piece that discusses or analyzes all the major instruments that have been proposed and endorsed by the U.N. on the subject of business and its relationship with human rights issues. This Article attempts to fill that gap. By documenting the rise and development of Transnational Corporations as potential subjects under international law, the Article will help to provide a comprehensive overview of the issues concerning Transnational Corporations and businesses for the last twelve years. In addition, by examining the Guiding Principles through the lens of bystander rhetoric, this Article hopes to point the way forward to the next phase in developing a meaningful accountability structure for TNCs under international law

What\u27s in a Name? Transnational Corporations as Bystanders Under International Law

(Excerpt) By giving TNCs the “bystander” name, this Article attempts to take the rhetoric out of its sound-bite environment and examine it for what it is: a strategy with implications for corporate accountability. This Article attempts to distinguish the “bystander” label that TNCs employ, which conveys the idea of the innocent bystander, and the name of the bystander that this Article would like to adopt, which contemplates a party that is complicit to the underlying action even when it is inactive. The term “rhetoric” employed throughout this Article is used as a more generic term for discussions of TNCs within the international discourse. To the author’s knowledge, no one has ever used the bystander paradigm within the context of corporate accountability. Some scholars have discussed the role of bystanders within a larger accountability framework. However, the bystander framework has not yet been applied to issues of corporate accountability. This Article attempts to fill that gap by offering a new theoretical perspective, one that names the TNC as a “bystander” under international law. Giving the TNCs this name is important, because it allows us to move beyond the current framework—or lack thereof—for corporate accountability and instead move towards a realistic solution for TNCs under international law

What\u27s in a Name? Transnational Corporations as Bystanders Under International Law

(Excerpt) By giving TNCs the “bystander” name, this Article attempts to take the rhetoric out of its sound-bite environment and examine it for what it is: a strategy with implications for corporate accountability. This Article attempts to distinguish the “bystander” label that TNCs employ, which conveys the idea of the innocent bystander, and the name of the bystander that this Article would like to adopt, which contemplates a party that is complicit to the underlying action even when it is inactive. The term “rhetoric” employed throughout this Article is used as a more generic term for discussions of TNCs within the international discourse. To the author’s knowledge, no one has ever used the bystander paradigm within the context of corporate accountability. Some scholars have discussed the role of bystanders within a larger accountability framework. However, the bystander framework has not yet been applied to issues of corporate accountability. This Article attempts to fill that gap by offering a new theoretical perspective, one that names the TNC as a “bystander” under international law. Giving the TNCs this name is important, because it allows us to move beyond the current framework—or lack thereof—for corporate accountability and instead move towards a realistic solution for TNCs under international law