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...

In this paper, I analyse the main trade-offs between the economic value of the firm and its social value exploring how they are solved through corporate governance and regulation. To begin with, I show how firms generate social value while also increasing their long-term value under the...

In this paper, we ask whether benefit corporations have a role to play in the emerging EU sustainable governance framework. In sec. 2, we briefly introduce the benefit corporation with regard to US law and to the laws of some EU member States, such as France and Italy, which have adopted this...

In this paper, we investigate whether reform of EU company law is needed to make corporate governance more sustainable through an analysis of some of the key questions found in the European Commission's questionnaire in its public consultation on sustainable corporate governance. We also...

Corporate purpose is the hot topic in corporate governance. Critics are calling for corporations to shift their purpose away from shareholder value as a means of addressing climate change, equity and inclusion, and other social values. We argue that this debate has overlooked the critical...

Adolf A. Berle, Jr. is widely regarded to be the intellectual pioneer of corporate governance as a field of academic inquiry. The seminal text which he co-authored with Gardner Means in 1932, The Modern Corporation and Private Property, is today still regarded by many scholars as the most...

The corporation's core objective is to further the interests of shareholders. But one judicially crafted exception has long existed. In many jurisdictions around the world, financial distress mandates a shift to a duty to creditors. In May 2007, the Delaware Supreme Court announced a modern law...

At the heart of corporate governance are fundamental doctrines that limit court scrutiny of fiduciary and stockholder decisions: the business judgment rule limits scrutiny of informed director decisions and, as with Corwin cleansing, informed voting by “disinterested” shareholders is...

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...