Collective Coercion

When a collective-choice situation places coercive pressure on individual participants, the law’s traditional protection of individual autonomy against coercion must be reconciled with its necessary role in resolving problems of collective action. On the one hand, the law might seek to remove coercion from the equation so that individuals are free to make their own decisions. On the other hand, the law might empower a central authority to decide, thereby solving a problem of collective action in order to maximize the group’s shared interests. The tension between these two approaches creates deep uncertainty for the regulation of collective-choice situations. It is palpable in the law’s conflicted response to corporate takeover bids in that applicable federal and state laws simultaneously enhance and diminish shareholder choice. Elsewhere—for example, the structure of government buyout programs, or the imposition of mandatory fees for nonunion employees—the intersection of coercion and collective choice may be overlooked altogether. By situating the literature on coercion in the context of offers that exploit collective-action problems, this Article proposes a unifying framework for identifying and remedying problems of collective coercion

Corporate Social Responsibility After Disaster

In recent years, corporations have devoted substantial resources to disaster relief worldwide. For instance, Wal-Mart garnered favorable attention for its contributions in New Orleans and the Gulf Coast after Hurricane Katrina. According to company press releases, Wal-Mart recently gave hundreds of thousands of dollars for disaster relief in Brazil following a flood, and it has pledged millions in support of Japan in the wake of the tsunami. Large corporations have not only the economic resources, but also the logistical capacity and operational expertise to make a difference in the first terrible days after a disaster. However, commentators disagree about how best to harness corporate resources to support disaster relief efforts. This is not a new issue; the disaster law and policy discussion is only the latest iteration of a longstanding debate concerning the proper role of the corporation in society. Broadly speaking, there are two frameworks for assessing corporate social responsibility: a “classical” framework that treats non-shareholder interests as outside the corporation’s proper concern, and a “progressive” framework that encourages corporations to pursue a broader social agenda. According to the classical framework, corporations contribute to society by maximizing profits for their shareholders. On this view, giving managers discretion to use corporate resources for other purposes only exacerbates agency costs between the managers and the shareholders who entrust their capital to the corporation. By contrast, the progressive framework emphasizes that corporations owe their existence to the state and benefit from limited liability and other special protections and thus concludes that corporations have a special duty to serve a broader community of stakeholders

Climate Change Compliance

Unless corporations prioritize climate change mitigation, efforts to control global warming will fail. Yet, the strategies that have been proposed for enlisting corporations are insufficient to the task. In our era of political polarization, a comprehensive “Green New Deal” to transition the U.S. economy away from fossil fuels is a nonstarter. Nor can we expect corporate risk management or social responsibility to fill the gap; there are practical limits to how far corporate managers can depart from strategies designed to maximize profits for investors. This Article contends that climate change is a compliance issue. Scholars have overlooked compliance as a solution because they believe it achieves nothing more than fidelity to existing laws and regulations. This is a mistake. Once neglected as a backwater of corporate governance, the field of compliance has evolved and now involves forward-looking strategic analysis of legal and business risks as well as ethical considerations. A compliance-based approach best captures the rationale for holding corporations responsible for climate change and provides a robust framework for achieving results

A Corporate Law Rationale for Reparations

Should the United States pay reparations to African Americans? A majority of Americans object, arguing that they are not personally responsible for slavery or Jim Crow laws. Their objection is rooted in the principle of ethical individualism, which holds that people can be blamed only for their own actions. This Article contends that the ethical-individualism objection to reparations is misplaced because it assumes that what matters is the culpability of each citizen. This Article argues that like a corporation, the United States is a legal person. Consequently, seeking reparations from the United States does not turn on the guilt of its citizens any more than prosecuting a corporation turns on the guilt of its shareholders. This Article further contends that corporate law contains resources for evaluating reparations on the merits. In particular, although this Article assumes that legal claims against the United States are not justiciable, it uses the Department of Justice’s Corporate Charging Guidelines to develop a moral case for paying reparations

What do People, Prototyping, Problem Solving, and Play-Doh have in Common? Team-based Learning!

Team-based Learning (TBL) is based on the concept of “flipping the classroom” where students are held accountable for preparation prior to attendance and class time is used to engage in discussions and application activities that focus on integration of theory with experiential learning. TBL is facilitated in three distinct learning phases: preparation, readiness assurance, and application. The workshop uses the TBL structure to teach a prototyping exercise using Play-Doh to encourage creative problem-solving in an entrepreneurship course. The workshop teaches the TBL method, provides participants with a turnkey prototyping activity, as well as shares TBL resources and materials

Isotopic concentration of sulfide sulfur and delta-34S from methane seeps on the Blake Ridge diapir and Monterey Canyon

Marine sediments contain pore water with dissolved sulfate. Pore-water sulfate is depleted by two anaerobic chemical reactions tat involves microbes: 1) oxidation of sedimentary organic matter; and 2) anaerobic methane oxidation (AMO; CH4 + SO4 → HCO3- + HS- + H2O). Both sulfate depletion pathways produce dissolved hydrogen sulfide (∑HS-), which is scavenged by dissolved iron to produce authigenic sulfide minerals. These minerals crystallize in pore spaces or on grain surfaces. Seafloor seeps are where methane moves upward in the sediments to escape into overlying waters. Additional methane supply should fuel AMO and result in increased amounts of sulfide mineral and a different sulfur isotopic composition (δ34S) relative to diffusive sites where methane is supplied at a lower rate. We analyzed 23 samples from 2 methane seep sites and compared their sulfide sulfur concentration and δ34S to that of advective sites by converting solid sulfides to H2S using chromium reduction. Sulfide sulfur is then collected as a precipitate in traps of zinc acetate or silver nitrate for measurement of concentration and δ34S of sulfide minerals, respectively. Preliminary data shows that sulfide sulfur from sulfide minerals is at significantly higher concentration relative to sites where diffusion dominates. We predict that δ34S of sulfide sulfur will be more positive (enriched in 34S) relative to that of diffusive sites. If true, ancient sites where methane advection occurred may be recognized in the rock record

Resistance is Futile: Using Team Based Learning (TBL) to Teach Change and Create an Idea Champion Collective

Change is inevitable, yet resistance to change is common. Studies show that people will selectively focus on data that enables maintaining the status quo, even when overwhelming data indicates the need for change. Those who are resistant to change in their organizations often cope by ignoring the need for change or removing themselves from the organization, thus putting themselves and their organizations at a disadvantage. The ability to engage in and lead change is a practical skill set and, as such, can be taught. This workshop demonstrates how TBL is a solution to the challenge of teaching and facilitating change