Volume 40 Number 2
Table Of Contents

Table of Contents

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Foreword

Berle VIII: Benefit Corporations and the Firm Commitment Universe

Benefit corporation law is a critical tool to allow private capital to be invested in a manner that creates shared and durable value for everyone.  But a tool is only as good as the person who uses it. As highlighted in Rick Alexander’s essay, shareholders must understand the value of firm commitment, and, more importantly, […]

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Essay

Saving Investors from Themselves: How Stockholder Primacy Harms Everyone

We face many tough issues including poverty, climate change, social and economic inequality, the cost and quality of education and healthcare, stagnant wages, financial market instability, disease, and food security. Despite the existential threat that these concerns may raise, there is no consensus on whether or how to address them through regulation, taxation, or other […]

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Colloquy

A Conversation with B Lab

This is the panel of people who have been associated with B Lab for various lengths of time, but who really can put practical vision and facts before us in a way that the papers we’ve heard so far, while all really interesting, can’t quite do. All of these papers converge on this subject: what […]

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Articles

The Rights and Wrongs of Shareholder Rights

The company is a legal structure designed to bring together the different parties of a firm—its employees, investors, customers, and suppliers—in the delivery of its corporate purpose. Corporations were established as institutions with autonomous lives—self-standing, legal entities independent of those who worked, financed, and managed them. They were devices to ensure long-term commitment to shared […]

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Corporations and Human Life

In Part I, I address decision-making. How should risk to human life be included in the jurisprudence of corporate decision-making? In terms of finance, how should corporations make net present value decisions when risk to human life is a factor? In terms of law, is there a case for exceptions to the business judgment rule […]

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A Necessary Social Evil: The Indispensability of the Shareholder Value Corporation

This symposium article critically evaluates the developing Post-Shareholder-Value (PSV) paradigm in corporate governance scholarship and practice with particular reference to Professor Colin Mayer’s influential theory of the corporation as a unique, long-term “commitment device.” The article’s positive claim is that, while evolving PSV institutional mechanisms such as benefit corporations and dual-class share structures are generally […]

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Redefining Corporate Purpose: An International Perspective

This comparative analysis of India’s move toward redefining corporate purpose proceeds as follow. Part I presents an overview of global debates over corporate purpose, drawing principally from the move toward the ESV model in the U.K. and benefit corporations in the U.S. This section briefly recounts the debates in both jurisdictions about whether the changes […]

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Repricing Limited Liability and Separate Entity Status

In this Article we discuss how U.S. entity law has evolved in recent decades so that (i) limited liability has become available to the owners of any form of business organization, and (ii) all forms of business organizations are now seen as having the status of entities separate from their owners. Those changes have occurred […]

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Assessing the Assessment: B Lab’s Effort to Measure Companies’ Benevolence

For benefit corporations to persuade their various audiences that they are as beneficial for society as they claim, they need reliable assessments of their social performance. Even if assessments were not required by most states’ benefit corporation statutes, it is difficult to imagine the benefit corporation form could gain credibility without them. Creating measurement tools […]

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