Corporate Stakeholders: A Contractual Perspective

The question of how fiduciary duties should be allocated within the public corporation has been the subject of intense interest recently. Scholars and practitioners have attempted to resolve the question of whether corporate boards of directors have fiduciary obligations to corporate stakeholders other than shareholders by invoking vague, result oriented conceptions of basic fairness and equity, as well as other, equally value-laden terms like economic efficiency and reliance. This article starts with the widely accepted assumption that corporate fiduciary duties are valuable assets. Thus, we assume that all stakeholders, including non-shareholder constituencies, benefit from being the subject of the corporate fiduciary duties owed by directors. Unlike others, however, we do not presume that the simple fact that all stakeholders potentially benefit from fiduciary duties leads inexorably to the conclusion that such duties should be extended to all stakeholders

Politics, Bureaucracies, and Financial Markets: Bank Entry into Commercial Paper Underwriting in the United States and Japan

Americans writing about Japan seem to fall into two camps: those who think the Japanese act according to very different rules than Americans, so that the apparent similarities between the two peoples actually mask deep cultural differences; and those who think that the Japanese and the Americans are really rather similar, so that the obvious cultural differences cover more deep-rooted continuities

Corporate Stakeholders: A Contractual Perspective

The question of how fiduciary duties should be allocated within the public corporation has been the subject of intense interest recently. Scholars and practitioners have attempted to resolve the question of whether corporate boards of directors have fiduciary obligations to corporate stakeholders other than shareholders by invoking vague, result oriented conceptions of basic fairness and equity, as well as other, equally value-laden terms like economic efficiency and reliance. This article starts with the widely accepted assumption that corporate fiduciary duties are valuable assets. Thus, we assume that all stakeholders, including non-shareholder constituencies, benefit from being the subject of the corporate fiduciary duties owed by directors. Unlike others, however, we do not presume that the simple fact that all stakeholders potentially benefit from fiduciary duties leads inexorably to the conclusion that such duties should be extended to all stakeholders

Politics, Bureaucracies, and Financial Markets: Bank Entry into Commercial Paper Underwriting in the United States and Japan

Americans writing about Japan seem to fall into two camps: those who think the Japanese act according to very different rules than Americans, so that the apparent similarities between the two peoples actually mask deep cultural differences; and those who think that the Japanese and the Americans are really rather similar, so that the obvious cultural differences cover more deep-rooted continuities