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Directors’ Oversight Role Today: Increased Expectations, Responsibility and Accountability — A Macro View

I. The Current State of Play - The subjects falling within the purview of U.S. public company board of director oversight have grown to encompass virtually any subject that an investor, stakeholder or other party raises...more

An Alternative Paradigm to ‘On the Purpose of the Corporation’

Recently a definition of corporate purpose has been proposed and elaborated on in a memorandum captioned “On the Purpose of the Corporation” (the Corporate Purpose Memo)....more

Directors’ Fiduciary Duties: Back to Delaware Law Basics

The dawn of a new decade brings with it the certainty of ongoing challenges to the conduct of public company directors based on alleged breaches of fiduciary duty. This note is a brief reminder for directors of Delaware...more

Putting to Rest the Debate Between Corporate Social Responsibility and Current Corporate Law

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

Social Responsibility and Enlightened Shareholder Primacy: Views From the Courtroom and Boardroom

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

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