The large American corporation faces ever-rising pressure to pursue a purpose beyond shareholder profit. This rising pressure interacts with changes in industrial organization in a way that has not been comprehensively analyzed and is generally ignored. It’s not just purpose pressure that is...

It is a commonplace of American law that corporations are fictional. This is silly - corporations are all too-real (after all, most of us work for one, most of the physical goods on which we depend are made by them, the quality (and lack of quality) of our physical environment is dependent on...

After the financial crisis, there has been considerable debate about the role of corporations in society. It has become broadly accepted that corporations - particularly the world's largest publicly traded corporations – need to be governed with respect for the society and the environment....

Between 1950 and 2005, the composition of large public company boards dramatically shifted towards independent directors, from approximately 20% independents to 75% independents. The standards for independence also became increasingly rigorous over the period. The available empirical evidence...

Dual class stock (DCS) structures, and their implications for managerial accountability and corporate governance more broadly, have become prevalent concerns for corporate lawyers and policymakers. Recent academic and practitioner debates on DCS have tended to focus less on the general merits...

For those of us who, like Paul Valery, believe that, "nous entrons dans l’avenir à reculons", looking at the trends and prospective of a field of law (or even a simple legal phenomenon) means looking at its origins. In other words, we can only attempt to divine the future by contemplating and...

The legal origins literature overlooks a key area of corporate governance - the governance of state-owned enterprises (“SOEs”). There are key theoretical differences between SOEs and publicly-traded corporations. In comparing the differences of both internal and external controls of SOEs,...

To investigate the widespread claim that stock market short-termism is a major drag on U.S. corporate investment, R&D, and the broad economy, the author examines trends in corporate capital investment, buybacks, and R&D that stretch back, in some cases, over the past 50 years. (He briefly...

The animated discourse on corporate social responsibility towards stakeholders in the last two years, particularly as embodied through the terms ESG, corporate purpose and stakeholderism (which will be used in this article interchangeably) had reached a turning point even before the COVID-19...