The recently published “The Friedman Essay and the True Purpose of the Business Corporation” defends a view of stakeholder governance that reflects the following two basic flaws...more
Directors of most for-profit U.S. corporations have long considered the corporation’s relationships with customers, employees, suppliers and the communities in which they operate — sometimes referred to as “stakeholders” — in...more
8/7/2020
/ Board of Directors ,
Business Judgment Rule ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Directors ,
Environmental Social & Governance (ESG) ,
Fiduciary Duty ,
Human Rights ,
Oversight Duties ,
Shareholders ,
Stakeholder Engagement
Although different in some important respects and rapidly evolving, the global pandemic shares many of the characteristics of other broadscale crisis situations that prior boards of directors have confronted and managed...more
3/24/2020
/ Board of Directors ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Customers ,
Cybersecurity ,
Employer Responsibilities ,
Financial Distress ,
Risk Assessment ,
Risk Management ,
Shareholders ,
Sick Employees ,
Supply Chain
There is an ongoing debate regarding the role of publicly traded for-profit business corporations in addressing the many serious challenges confronting society, including some directly involving nonshareholder corporate...more
There is an ongoing debate about the role that publicly traded for-profit business corporations should play in addressing a broad range of problems confronting our world today. Many issues fall under the ESG label — meaning...more
On May 8, 2014, the Delaware Supreme Court issued an opinion in ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis Federation), No. 534, 2013 (Del. May 8, 2014), holding that fee-shifting provisions in a Delaware...more
This memorandum identifies and discusses a number of steps public companies may wish to consider regarding director nomination requirements and conduct in light of the heightened potential for arrival on the board of activist...more