Rules and regulations governing the disclosure of corporate social responsibility policies and practices in the US lag behind that of other countries. While countries such as Sweden, France, the UK and others have mandated the disclosure of corporate social responsibility data, efforts in the US...

This essay is modeled on Jonathon Swift's A Modest Proposal and traces its structure and style to argue that the use of the seal as a mechanism for establishing consideration should be returned to contract doctrine. It is a somewhat tongue-in-check treatment of the issue, but done with serious...

The recent meltdown of the world’s financial systems presents a unique opportunity to examine the very nature of the corporate form and to consider whether other models of business operation are needed. This article explains the idea of “social businesses” – profit-making, but not...

This article argues that in an era of globalization, increased cooperation between States and NGOs is essential. While states will continue to dominate, globalization presents problems that go beyond the individual and even collective capacity of States. It uses microcredit, the practice of...

This article examines the tension between corporate fiduciary duties and traditional contract doctrine that arises when corporate managers agree to a merger and then suffer a change of heart. Specifically, it uses the Delaware case of IBP, Inc. v. Tyson Foods, Inc, to demonstrate how the...

This article argues that aiding and abetting liability should be reinstated for secondary actors in securities frauds. Such liability was eliminated by the Supreme Court's 1994 decision in Central Bank of Denver, N.A., v. First Interstate Bank of Denver, N.A. Since that decision, corporate...

This article discusses the inadequacy of current corporate fiduciary duty doctrine to police corporate managers effectively as demonstrated by the likes of Kenneth Lay and Bernie Ebbers. It traces the development of regulatory control over American corporations and shows how that control...

Although the corporate laws of the United States and the European Union have converged in recent decades, their respective laws regulating takeovers remain quite dissimilar. Under US law, directors have almost unfettered power in the takeover context and can implement powerful defenses to deter...