When Dodge v. Ford Meets Ben & Jerry’s: Reconciling 100 Years of Bad Precedent with the Reality of Modern Business

The 1919 Michigan Supreme Court case Dodge v. Ford Motor Company has come to stand for the common belief that the primary purpose of all corporations is to create shareholder wealth. This unfortunate misinterpretation of the opinion has never fit comfortably with the reality of business practices or academic theories of the corporation and its state-sanctioned role in the marketplace. The tension between caselaw and reality has only increased in the century since Dodge was decided, and has ultimately culminated in the first direct challenge to the shareholder primacy norm: public benefit corporations, for-profit firms that are required by charter and law to pursue at least one prosocial goal in addition to monetary gain. I argue that the increasing influence of public benefit corporations represents the first unavoidable crisis facing Dodge v. Ford caselaw and its progeny, one that creates increasing risk of deadweight loss and ought to be addressed by both Congress and the courts. This turning point in the demographic composition of business also offers social planners a unique opportunity, however, to address the current defects in the law’s approach to the social obligation of incorporated firms without overturning the unfortunate but nevertheless settled precedent. Specifically, this crossroads in the evolution of corporations and their place in modern society provides a chance to: (1) Remedy flaws in the regulation of corporate charity so that good- and bad-faith donations can be distinguished, and (2) Radically improve corporate governance mechanisms to allow social enterprises to thrive

When Dodge v. Ford Meets Ben & Jerry’s: Reconciling 100 Years of Bad Precedent with the Reality of Modern Business

The 1919 Michigan Supreme Court case Dodge v. Ford Motor Company has come to stand for the common belief that the primary purpose of all corporations is to create shareholder wealth. This unfortunate misinterpretation of the opinion has never fit comfortably with the reality of business practices or academic theories of the corporation and its state-sanctioned role in the marketplace. The tension between caselaw and reality has only increased in the century since Dodge was decided, and has ultimately culminated in the first direct challenge to the shareholder primacy norm: public benefit corporations, for-profit firms that are required by charter and law to pursue at least one prosocial goal in addition to monetary gain. I argue that the increasing influence of public benefit corporations represents the first unavoidable crisis facing Dodge v. Ford caselaw and its progeny, one that creates increasing risk of deadweight loss and ought to be addressed by both Congress and the courts. This turning point in the demographic composition of business also offers social planners a unique opportunity, however, to address the current defects in the law’s approach to the social obligation of incorporated firms without overturning the unfortunate but nevertheless settled precedent. Specifically, this crossroads in the evolution of corporations and their place in modern society provides a chance to: (1) Remedy flaws in the regulation of corporate charity so that good- and bad-faith donations can be distinguished, and (2) Radically improve corporate governance mechanisms to allow social enterprises to thrive

Symposium Proceedings--Fifteenth Annual Symposium: Legal Ethics: Ideas in Conflict

Villanova Law Review dedicated its 1981 Symposium to a discussion of legal ethics. Robert McKay, a member of the American Bar Association\u27s Kutak Commission, which drafted the ABA sponsored Model Rules, presented that group\u27s ideas. Monroe Freedman, the Reporter for the Roscoe Pound-American Trial Lawyer\u27s Foundation Commission on Professional Ethics championed the ATLA\u27s cause. Allen B. Zerfoss, Chief Disciplinary Counsel for the Supreme Court of Pennsylvania and Chairman of the National Organization of Bar Counsel, presented the NOBC\u27s report and views. Completing the panel was Alexander Unkovic, former Chairman of the Disciplinary Board of the Supreme Court of Pennsylvania, who discussed the practical considerations involved in administering any code of ethics

Discovery-based science education: functional genomic dissection in Drosophila by undergraduate researchers.

How can you combine professional-quality research with discovery-based undergraduate education? The UCLA Undergraduate Consortium for Functional Genomics provides the answe

Example of the Type of Data Available from the Online Database (http://www.bruinfly.ucla.edu)

<p>Example of the Type of Data Available from the Online Database (<a href="http://www.bruinfly.ucla.edu" target="_blank">http://www.bruinfly.ucla.edu</a>)</p

Representative Pictures from the Laboratory Section of the Course

<p>Representative Pictures from the Laboratory Section of the Course</p

Discovery-Based Science Education: Functional Genomic Dissection in Drosophila by Undergraduate Researchers

Discovery-Based Science Education: Functional Genomic Dissection in Drosophila by Undergraduate Researcher

Genomewide Clonal Analysis of Lethal Mutations in the Drosophila melanogaster Eye: Comparison of the X Chromosome and Autosomes

Using a large consortium of undergraduate students in an organized program at the University of California, Los Angeles (UCLA), we have undertaken a functional genomic screen in the Drosophila eye. In addition to the educational value of discovery-based learning, this article presents the first comprehensive genomewide analysis of essential genes involved in eye development. The data reveal the surprising result that the X chromosome has almost twice the frequency of essential genes involved in eye development as that found on the autosomes