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 …

Extreme Times, Extreme Measures: Pandemic-Resistant Corporate Law

By Luca Enriques May 5, 2020 by renholding

These are exceptional times, and policymakers are taking exceptional measures in public health, public finance, monetary policy, and public law. Among the latter, of great relevance to corporate governance are the rules broadening governments’ powers to authorize large share block …

Leveraging Corporate Law: A Broader Account of Delaware’s Competition

By Christopher M. Bruner March 5, 2020 by renholding

Delaware is widely known for providing the U.S. corporate law that governs most large, publicly traded companies. However, the economic imperatives prompting this have also led Delaware to explore opportunities in related though distinct fields, effectively leveraging its corporate law …

Leo Strine’s Corporate Decline Problem

By J.B. Heaton November 8, 2019 by renholding

Leo E. Strine, Jr. has long had a bully pulpit in corporate law, first on Delaware’s Court of Chancery and then as chief justice of the Delaware Supreme Court. Bully pulpits are good things for the occupants but can be …

A Property Theory of Corporate Law

By Robert Anderson IV July 30, 2019 by renholding

In a recent article, I develop a theory of the corporation as a legal entity based upon the foundation of property law, which I call a “property theory of corporate law.” This theory, unlike the contractarian perspective on the corporation, …

Putting Technology to Good Use: The Role of Corporate, Competition, and Tax Law

By John Armour, Luca Enriques, Ariel Ezrachi and John Vella February 14, 2019 by renholding

Innovation and its main output, technology, are changing the way we work, socialize, vote, and live. New technologies have improved our lives and made firms more productive, raising living standards across the world. Thanks to progress in information technology, the …

What Is the Domain of Corporate Law?

By Christopher M. Bruner January 14, 2019 by renholding

Judges, legislators, corporate practitioners, and scholars of business law all conduct their work, within their respective professional spheres, based on some working conception of what “corporate law” is. Strangely, however, the question of what this conceptual vessel actually contains is …

Introducing the Totally Unnecessary Benefit LLC

By Mohsen Manesh August 28, 2018 by renholding

The rapid proliferation of state statutes authorizing so-called “benefit” corporations—starting with Maryland in 2010 and spreading to over 30 states by 2018—has been premised in large part on the assertion that conventional corporate law mandates shareholder primacy. Under this legal …

The 20 Most-Cited Corporate Law and Securities Regulation Scholars in the U.S.

By Brian Leiter August 17, 2018 by renholding

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The Death of Corporate Law

By Zohar Goshen and Sharon Hannes May 15, 2018 by renholding

For decades, corporate law played a pivotal role in regulating corporations across the United States. Consequently, Delaware, the leading state of incorporation, and its courts played a central part in corporate law and governance. More than half of publicly traded …

Columbia Law Professors Write Three of Top 10 Corporate and Securities Articles

By Reynolds Holding April 23, 2018 by renholding

Zohar Goshen, Kathryn Judge, and Eric Talley were among the authors of three of the 10 best corporate and securities articles last year, the Corporate Practice Commentator has announced. The Columbia Law School professors were joined by Gabriel Rauterberg, a

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Sexual Harassment and Corporate Law

By Daniel Hemel and Dorothy Shapiro Lund April 9, 2018 by renholding

Tronc Chairman Michael Ferro became the latest corporate executive to resign amid accusations of unwanted sexual advances when he stepped down from the helm of the newspaper publishing chain in mid-March. Ferro joins a long list of high-profile executives who …

A Rule-Based Method for Comparing Corporate Laws

By Lynn M. LoPucki March 13, 2018 by renholding

Scholars, lawyers, judges, and policymakers frequently need to compare corporate laws, both internationally and domestically. In part, this need results from the internal affairs doctrine, a conflict-of-laws rule that is unique to corporate law. The doctrine requires that courts apply …

Proxy Access and Optimal Standardization in Corporate Governance

By Reilly S. Steel January 31, 2018 by renholding

According to conventional wisdom, “one size does not fit all” in corporate governance. Firms’ governance needs vary, implying that the optimal corporate governance structure for one company may not work for another. This one-size-does-not-fit-all axiom has featured prominently in arguments …

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The CLS Blue Sky Blog

Columbia Law School's Blog on Corporations and the Capital Markets

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