Selective Patronage

Contemporary academic corporate governance narratives have a blind spot. They focus on institutions, rules, regulations, processes, procedures, intermediaries, and market forces. Yet, missing in this narrative, is the impact of corporate leadership. Ignoring the “black box” of corporate leadership, particularly individual actors, renders an incomplete descriptive assessment as well as potential miscalculations. The examination of key historical figures and their corporate activism provides an important lens through which to identify potential challenges and opportunities related to the contemporary ESG movement. Generally, this essay examines corporate leadership’s potential to address socio-political issues through the prism of Civil Rights Movement activism. Specifically, it reflects on the far-reaching legacy of Reverend Leon H. Sullivan: his Selective Patronage Movement; Opportunities Industrialization Centers; International Foundation for Education and Self Help (IFESH); cooperative investment strategies; entrepreneurialism; longstanding service on the General Motors board of directors; development of the Sullivan Principles to combat apartheid in South Africa; and the contribution of the Global Sullivan Principles in promoting human rights everywhere. Sullivan’s use of various modes of economic power and coercion illustrate how corporate leadership can promote change both intramurally and in society at large. The analysis also reveals some challenges and limitations that remain relevant today. Part I of this Article reintroduces contemporary scholars to Reverend Leon H. Sullivan: his early origins, influences, and the philosophy informing his activism. Part II describes his broad legacy of economic activism. Part III examines how Sullivan’s civil and human rights activism inform modern corporate activism. Finally, Part IV draws conclusions and suggests directions for future research

Lost in Transition: The Implications of Social Capital for Higher Education Access

The article presents information on transition of students between educational institutions while obtaining higher education. It includes information on the implication of social capital for higher education that varies between vocational schools, community colleges and for-profit universities. It includes information on policies employed by policymakers to promote college access among vulnerable students who are suffering from economic problems and inability to obtain academic achievements

Chief Legal Officer 5.0

This Essay builds upon the business-lawyer value-creation literature by analyzing the contemporary CLO and argues for an enhanced CLO role. It emphasizes the sometimes ignored and underemphasized demand-side considerations involved in the provision of legal services. These demand- side considerations will help to predict the competencies and expanded skill sets CLOs will need to navigate the challenging contemporary business environment. Part I of this Essay discusses CLOs’ sophisticated purchasing competencies. It explores how CLOs have revolutionized legal service provision by addressing problems stemming from information asymmetries between the client corporation and external legal service providers. Part II examines how the contemporary CLO role is more financially focused, placing greater demands on legal departments to articulate their value to corporate managers. Part III explores the importance of global enterprise risk management and the impact CLOs can have in capturing and preserving economic value. Part IV addresses potential challenges and concerns related to the proposed enhanced CLO role. The Essay concludes that the contemporary business environment facing global companies requires an enhanced CLO role reflecting a broader range of competencies. As a matter of prediction and aspiration, it maps out key competencies contemporary CLOs should possess

Chancery’s Greatest Decision: Historical Insights on Civil Rights and the Future of Shareholder Activism

This article builds upon the author\u27s remarks at the 2018-2019 Lara D. Gass Annual Symposium: Civil Rights and Shareholder Activism at Washington and Lee University School of Law, February 15, 2019. Shareholder activism—using an equity stake in a corporation to influence management—has become a popular tool to effectuate social change in the twenty-first century. Increasingly, activists are looking beyond financial performance to demand better corporate performance in such areas as economic inequality, civil rights, human rights, discrimination, and diversity. These efforts take many forms: publicity campaigns, litigation, proxy battles, shareholder resolutions, and negotiations with corporate management. However, a consensus on scope is lacking. Should corporations change their own operations to reflect a specific agenda or use their power to influence society on a much broader scale? Distinctions between private and public become blurred in light of the ubiquitous and inevitable influence corporations wield over third parties. Theoretical absolutes on the individualist-communitarian spectrum may underestimate the complex co-dependent and co-responsible interrelationship between corporations and modern society. Critics may fairly question why corporations, arguably society’s most potent institutions, should sit idle on problems like civil rights. This essay offers a historical account of a seminal civil rights decision, Belton v. Gebhart, in the Delaware Court of Chancery. The circumstances surrounding the Belton case illuminate the limits and potential of shareholder activism to bolster civil rights in the modern context. Examining a historical civil rights example is instructive for thinking about how shareholder activism might advance the modern civil rights agenda. Part II of this essay examines Belton v. Gebhart in its contemporary context. Part III examines the key differences between past and present civil rights-related shareholder activism. Part IV concludes that Belton v. Gebhart, along with its surrounding circumstances and events, vividly illustrates that advancing civil rights requires a range of tactics that leverage public, private, and philanthropic resources. Shareholder activism works best as part of a multipronged activist strategy, not as a substitute for other types of activism. Recognizing the complex challenges associated with advancing civil rights, this essay raises key questions about the nascent environmental, social, and governance (ESG) framework with which scholars, practitioners, and other observers must contend

The Federal Option: Delaware as a De Facto Agency

Despite over 200 years of deliberation and debate, the United States has not adopted a federal corporate chartering law. Instead, Delaware is the “Federal Option” for corporate law and adjudication. The contemporary federal corporate chartering debate is, in part, a referendum on its role. Although the federal government has regulated other aspects of interstate commerce and has the power to charter corporations and preempt Delaware pursuant to its Commerce Clause power, it has not done so. Despite the rich and robust scholarly discussion of Delaware’s jurisdictional dominance, its role as a de facto national regulator remains underdeveloped. This Article addresses a vexing question: Can Delaware, a haven for incorporation and adjudication, serve as an effective national regulator? Following an analysis of federal chartering alternatives, such as the Nader Plan, the Warren Plan, the Sanders Plan, and other modes of regulation, the answer is yes, but with some caveats and qualifications. Delaware’s adequate, if imperfect, performance as a surrogate national regulator of corporate internal affairs argues against the upheaval of the existing corporate law framework federal chartering would bring. Even in the contemporary moment where longstanding concerns about corporate power, purpose, accountability, and the uneasy relationship between corporations and society are amplified, Delaware can continue to perform an important agency-like role in collaboration with federal regulators and regulated firms. A deeper examination comparing the merits of federal corporate chartering with Delaware’s de facto agency function illuminates the potential of existing and future reforms. This Article concludes that federal chartering proposals have an important impact despite not being adopted for centuries. First, federal chartering proposals encourage policymakers to look beyond the status quo toward greater hybridization in regulatory design. Second, elements of previous federal chartering proposals have historically become successful “à la carte” reforms or part of other successful reform measures. Third, federal chartering proposals provide value as a bargaining tool where the threat of more intrusive federal regulation makes other reform methods more palatable to diverse corporate constituencies