Jeffrey M. Lipshaw

What Blockchain and Artificial Intelligence Won’t Do for Corporate Lawyers

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There have been a number of scholarly paeans to blockchain as a corporate governance tool. It creates a permanent and irreversible chain of custody that can be used for shareholder record keeping and voting, insider trading, corporate disclosures, and trade execution.

My new article, Governance ≠ Leadership: What Blockchain and Artificial Intelligence Won’t Do for Corporate Lawyers, is hardly a criticism of the advances blockchain might bring to the monitoring function. That is one of the fundamental duties of a corporate board. Instead, the legal literature highlighted for me, a former public company chief legal officer, the extent to … Read more

The False Dichotomy of Corporate Governance Platitudes

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Last August, the Business Roundtable (an organization of around 200 corporate CEOs) announced it was amending its Principles of Corporate Governance to eliminate the statement that the “primary purpose” of a corporation was to serve its shareholders.  The CEOs wanted to reconcile the statement of principles to what they felt they actually do – namely, balance the interests of a number of corporate stakeholders, including customers, employees, suppliers, and communities.

The amendment reinvigorated the “shareholders vs. stakeholders” debate. The shareholder wealth maximization absolutists, like Professor Stephen Bainbridge at UCLA and a number of op-ed columnists at the Wall Street Journal… Read more