Globalization and Corporate Social Responsibility: Challenges for the Academy, Future Lawyers, and Corporate Law

Changes in information technology, in combination with changing popular and political opinion (including concern over climate change) are moving the subject of corporate social responsibility (\u27CSR\u27) to the forefront of policy reform, consumer and investor behavior, and graduate business education. Nevertheless, up to the present, CSR has not thrived within law schools’ curricula, or mainstream graduate or undergraduate programs. First, the subject is too synthetic to fit neatly within the core, established framework of academic subject areas (e.g. history, economics, sociology and management), or law schools’ conventional teaching of corporate, securities, employment, administrative, or environmental law. CSR is relevant to all these areas but has not become central in any one of them. This essay charts the intellectual history of CSR and explains how the traditional corporations and securities regulation courses have marginalized the study of CSR. It suggests ways these courses could be expanded to address CSR issues and contends that law schools will be falling behind if they do not prepare future corporate lawyers to do so. The global nature of modern commerce and financial markets, and the greater accountability facilitated by the internet, will ensure continued, widespread interest in CSR subjects. The Appendix presents my Congressional testimony in favor of the Extractive Industries Transparency and Disclosure Act – an act which raises fundamental CSR issues which could be explored in law and business schools, as well as in graduate programs in political science and economics, inter alia

A Fair Price and a Fair Deal: On the Future of \u27Entire Fairness\u27 in Freezeouts

Controlling shareholders can compel the sale of minorities’ shares in freezeouts, potentially to their financial detriment. To limit controllers’ opportunism and support the value of minorities’ investments, the Delaware supreme court has endorsed strong minority shareholder protections under the rubric of \u27Entire Fairness\u27 – the governing standard for cash-out mergers. However, the court of chancery has refused to apply Entire Fairness to tender offer freezeouts, and is advocating unifying freezeout doctrine around a looser, deferential standard of review. The influence of popular and Congressional concern over excess plaintiff lawyers’ fees and discovery costs is likely making itself felt, although the true extent of these litigation agency costs is unknown and likely overstated. This influence is evident in three recent court of chancery cases analyzed herein (Pure, Cysive and Cox), which advocate lesser scrutiny of controllers’ transactions. There are several problems with the court of chancery’s proposed reforms, including that they conflict with Delaware supreme court precedent. A fair price duty is crucial to minorities’ bargaining leverage with controllers, and controllers’ power financially to oppress minorities if their freezeouts are thwarted (\u27inherent coercion\u27) remains a genuine concern for equity. Lack of minority consent is still a problem that equity should be responsive to. This Article presents the case for applying Entire Fairness review to cash-out mergers and tender offer freezeouts. The sole exception should be when a controller authorized an independent committee to conduct an auction or market check and agreed to sell if a substantially higher offer for the company surfaced

Global Finance, Business and Human Rights

Global Finance, Business and Human Rights: With Commentary on Backer\u27s Views on the 2008, Protect-Respect-Remedy Framework Presented to the United Nations Human Rights Counci

Foreword: Law, Culture, Education, and Politics

1 Carta nàutica.70 x 112 c