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Abstract:
Corporate social responsibility is a good idea that is, unfortunately, dead. The debate about the proper role of corporations has been at an impasse since it began in the 1930s, and the current financial and political climate is such that any proposal seeking to impose social obligations on businesses is destined for failure. As a result, proponents of greater corporate social responsibility have had to content themselves with the current state of corporate law: that corporate fiduciaries may - but need not - consider the interests of constituencies other than shareholders in making company decisions.

This Article breaks this long-standing impasse. By leveraging the current fiduciary duty of care, and in particular its requirement that managers make decisions on reasonably full information, I argue that corporate decisionmakers must assess and consider the impacts of their decisions on all of the firm's constituencies. This procedural requirement, I argue, will produce decisions that are not only financially better for the firm, but are often more socially responsible, as well.

corporations, corporate governance, corporate social responsibility

Abstract:
This Article relates the concept of sustainability - that we must meet our present needs without infringing on future generations' ability to do the same - to corporate governance and seeks to reconcile any conflicts between the two. The largest of these conflicts is the commonly held view that companies must strive to maximize shareholder wealth and affirmatively neglect all other constituencies and considerations. This Article debunks this myth, both as a matter of law and as a function of social norms, market influences, and corporate law theory. The Article then presents a new paradigm for corporate governance wherein companies voluntarily commit themselves to sustainable business practices. One of these new sustainable business models is the "B Corporation" certification that has garnered recent attention in the national business press. A second model hails from Oregon, where a newly enacted corporate law provision encourages businesses to pledge to act sustainably.

sustainability, sustainable business, green business, shareholder wealth maximization, corporate social responsibility

Abstract:
This article addresses an important but under-explored conflict between contract and corporate law, namely, how to respond when honoring contract rights would sanction a breach of fiduciary duty. Termination fees in merger agreements¿provisions that clearly implicate both bodies of law - provide the springboard for the analysis. After reviewing how termination fees are viewed under both contract and corporate law, the article uncovers wildly different approaches for resolving the tension, develops their previously unchartered contours and implications, and critiques each alternative according to the contract, corporate, and other interests any resolution to a contract-corporate problem should aim to satisfy. In the end, the article offers a resolution that best reconciles contract and corporate law, best serves both disciplines' concerns, and vastly improves upon the blindly followed approach that unfortunately prevails in corporate law today.

termination fees, lock-ups, mergers, fiduciary duties, corporations, contracts

Abstract:
This Article draws on the idea, recently popularized by Richard Thaler and Cass Sunstein, that individuals are imperfect and can sometimes use a well-meaning "nudge" to help them reach decisions that are in their best interest. The Article applies these concepts to the persistent problem of minority shareholder oppression in close corporations and makes soft-paternalistic suggestions to encourage less sophisticated incorporators to protect themselves against squeeze and freeze outs. These include modest changes to states' typically one-page incorporation forms, improvements to do-it-yourself incorporation resources, and additional offerings for online incorporation services. Once implemented, these recommendations will complement existing close corporation law by helping shareholders help themselves guard against oppression and thereby obviate the need to determine after the fact whether the parties bargained for such protections and whether the law affords such a remedy.

corporations, close corporations, behavioral law and economics, soft paternalism

Abstract:
This Article foretells a new round of interstate charter competition as jurisdictions vie to attract green businesses to incorporate under their laws. To succeed in this “race to the left,” states must make their corporate laws more amenable to green businesses and sustainable practices. At a minimum, this entails clarifying and reaffirming that valid green-business decisions will enjoy deference under the business judgment rule. Beyond that, a host of green corporate laws are possible. After setting forth generally applicable provisions consistent with current corporate law, the Article develops and proposes a set of novel green corporate-law provisions to govern firms electing such status. These green corporate laws - directing the firm to operate sustainably, requiring triple-bottom-line reporting, and facilitating sustainable decisionmaking - may help some jurisdiction win the race to the left and establish itself as the Delaware of green business.

corporate governance, corporations, sustainability, corporate social responsibility, legislation, green business