Institutional Theory for Corporate Law: An Invitation

By David Gindis and Eva Micheler January 23, 2025 by renholding

Over the past few decades, corporate law scholarship has largely relied on insights from the nexus-of-contracts theory of the firm, agency-theoretic reasoning in corporate finance, and the economic analysis of law more generally. These insights have led to substantial theoretical …

The Equity in Corporate Law

By Andrew S. Gold and Henry E. Smith October 1, 2024 by renholding

It is well-known that equity is a central part of corporate law, and courts do not hesitate to remind litigants of that fact. Yet, a fuller appreciation of what equity means for corporate law is still lacking. In a recent …

A Broader Corporate Purpose Requires Sharing Corporate Power

By Grant Hayden and Matthew Bodie September 18, 2024 by renholding

Can we speak of a “purpose” for corporations or, more broadly, corporate law? The doctrine of shareholder primacy has long had an easy answer: Both individual corporations and corporate law should strive to maximize shareholder wealth. But this reductive and …

How Treating Government Controlling Shareholders as Fiduciaries Could Help Address Climate Change

By Ernest Lim February 9, 2024 by renholding

State-owned enterprises (SOEs) can help cause but also solve the climate crisis. A lot depends on the controlling shareholders of SOEs – governments – which wield significant legal and economic power over SOEs’ actions. If we are serious about holding …

Substance and Process in Corporate Law

By James An September 12, 2023 by renholding

Corporate law – and judicial application of that law – considers two facets of a transaction: (1) whether a corporation’s management used processes that are fair to stockholders to reach its decision (“process”), and (2) whether the economic results of …

Designing Corporate Law for Startups

By Alvaro Pereira August 24, 2023 by renholding

The world of startups often appears to embody the exceptionalism of modern finance, with funds swiftly flowing to the best teams and ideas wherever they may emerge. The reality, however, is much more complicated. Financing startups remains a daunting challenge …

The Duality of Corporate Purpose

By Dorothy S. Lund and Elizabeth Pollman July 31, 2023 by renholding

In a forthcoming chapter, we explore the duality of corporate purpose, which reflects two sides of corporate law and governance. First, because each corporation must specify a purpose in its charter, corporate purpose can be understood at the level of …

How Corporate Law in the Global South Has Pioneered “Heterodox Stakeholderism”

By Mariana Pargendler July 25, 2023 by renholding

How do the corporate laws of Global South jurisdictions differ from their Global North counterparts? Prevailing stereotypes depict the corporate laws of developing countries as either antiquated, mere copies of Global North models or plagued by problems of enforcement. While …

The New Corporate Law of Corporate Groups

By Mariana Pargendler May 22, 2023 by renholding

Large firms today are rarely organized as a single legal entity, but rather as corporate groups with numerous subsidiaries that have separate legal personalities. A debate has long raged over how to treat the legal boundaries between companies belonging to …

Columbia Law Professor Writes One of Top 10 Corporate and Securities Articles for 2022

By Reynolds Holding May 5, 2023 by renholding

Eric Talley, Isidor & Seville Sulzbacher Professor and co-director of the Millstein Center for Global Markets and Corporate Ownership at Columbia Law School, was among the authors of one of the 10 best corporate and securities articles last year, the

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Finding Internal Limits on Fiduciary Loyalty

By Andrew Gold September 14, 2022 by renholding

Corporate law – and fiduciary law in general – has struggled with how to handle loyalty duties that are harmful to society. For example, a director’s act of loyalty to shareholders that harms the environment, or a director’s effort to …

Why Delaware and England Win the Global Corporate Law Race

By Ido Baum and Dov Solomon April 14, 2022 by renholding

What makes the corporate laws of some jurisdictions more attractive for entrepreneurs and investors than others in the global arena? Within the United States, the competition among state laws is a popular explanation for Delaware’s corporate law prominence. However, interjurisdictional …

Max Oversight Duties: How Boeing Signifies a Shift in Corporate Law

By Roy Shapira March 21, 2022 by renholding

In September 2021, the Boeing 737 Max debacle turned into an important moment in corporate law. A Delaware court allowed a derivative lawsuit brought by Boeing shareholders to proceed, based on the theory that Boeing’s directors breached their oversight duties …

Competing Approaches to Director Liability in the Zone of Insolvency

By Odelia Minnes and Dov Solomon November 16, 2021 by renholding

When should directors be held liable for their company’s distressed financial condition? In a recent article, we show that the answer varies widely across legal regimes. We focus on the zone of insolvency, a phase in the company’s life …

Corporate Governance Reform and the Sustainability Imperative

By Christopher M. Bruner November 1, 2021 by renholding

In recent years, interest in alternatives to shareholder-centric corporate governance has increased significantly. It has been driven by a growing sustainability imperative – widespread recognition that business as usual, despite the short-term returns generated, could undermine social and economic stability …

The Corporate Contract and the Internal Affairs Doctrine

By Mohsen Manesh September 8, 2021 by renholding

No rule of corporate law may be more foundational than the internal affairs doctrine. The doctrine provides that the internal affairs of a corporation – the “matters peculiar to the relationships among or between the corporation and its current officers, …

Comparative Corporate Governance

By Afra Afsharipour and Martin Gelter August 16, 2021 by renholding

With the increasing internationalization of law and legal scholarship, comparative corporate governance has seen a burgeoning volume of research from a practical, theoretical, and empirical perspective. Practically speaking, both internationally and within individual countries, most corporate governance research deals with …

Capital Discrimination

By Ann M. Lipton July 21, 2021 by renholding

In 2014, Diane Straka, along with three male associates, formed a corporation for the purpose of providing accounting services. Each of the founders was an officer, director, and 25 percent shareholder of the new entity. A problem soon emerged: One …

The Contractarian Theory of the Corporation and the Paradox of Implied Terms

By David Gibbs-Kneller, David Gindis and Derek Whayman April 28, 2021 by renholding

The contractarian theory of the corporation holds that a business corporation is a creature of contract and, more specifically, a nexus of incomplete contracts between directors, shareholders, employees, suppliers, customers, and other parties (see here). This draws attention to …

Corporations, Directors’ Duties, and the Public/Private Divide

By Jennifer G. Hill November 17, 2020 by renholding

Business history and theory reflect a tension between public and private conceptions of the corporation. This tension and conceptual ambiguity lay close to the surface of The Modern Corporation and Private Property, in which Berle and Means portrayed the …

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