Purpose is currently one of the hottest topics in corporate governance. Commentators are demanding not only that corporations formally articulate a purpose, but that the corporate purpose embrace the interests of non-shareholder stakeholders or society more generally. In August 2019, the Business Roundtable issued a new statement on the purpose of the corporation, which replaced its former support for shareholder primacy with the proposition that corporations be run “for the benefit of all stakeholders – customers, employees, suppliers, communities, and shareholders.” Shareholders have followed up, and several introduced shareholder proposals during the 2020 proxy season asking signatories of the … Read more
It has been 20 years since the European Court of Justice issued its decision in Centros Ltd. v. Erhvervs – og Selskabsstyrelsen (Centros). Since that time, Centros has been widely understood as shifting the European Union (EU) from the real seat doctrine, in which a corporation is governed by the corporate law of the country in which it is headquartered, to an era of increased corporate mobility. Specifically Centros, together with subsequent decisions, allowed EU corporations, by incorporating in another jurisdiction, to choose their governing corporate law deliberately.
In our working paper, “Centros, California’s ‘Women on … Read more
There are two starkly different sides to the heated debate over staggered boards. On one are those who argue, based in part on work by Professors Lucian Bebchuk and Alma Cohen, that the staggered board is value decreasing because it enables the entrenchment of inefficient directors and management. On the other side are proponents of the exact opposite argument, based in part on work by Professors Martijn Cremers, Lubomir Litov, and Simone Sepe and on the views of lawyer Martin Lipton, that the staggered board increases firm value because it allows directors to bargain for higher takeover premiums and to … Read more
The following post reproduces the text of a letter written by a group of corporate law professors at the University of California, Berkeley, School of Law in response to the U.S. Department of Health & Human Services’ request for comments on the definition of “eligible organization” in light of Burwell v. Hobby Lobby.
Dear Sir or Madam:
We are all professors of law at the University of California, Berkeley, School of Law, as well as specialists in the study and teaching of corporate law. This letter responds to the request published in the Federal Register on August 27, 2014 (the … Read more