Toward Fair and Sustainable Capitalism: A Comprehensive Proposal to Help American Workers, Restore Fair Gainsharing Between Employees and Shareholders, and Increase American Competitiveness by Reorienting Our Corporate Governance System Toward Sustainable Long-Term Growth and Encouraging Investments in America’s Future by Leo E. Strine Jr.

One of the most thoughtful and knowledgable observers of American corporate governance, Delaware Chief Justice Leo Strine, Jr., believes that companies and our economy will only be robust and vibrant if investors and boards make sure to align the incentives of top executives with ESG goals. He proposes better disclosure and giving employees more power…

Not Everything is About Investors: The Case for Mandatory Stakeholder Disclosure by Ann Lipton :: SSRN

his Article recommends that we explicitly acknowledge the importance of disclosure for noninvestor audiences, and discuss the feasibility of designing a disclosure system geared to their interests. In so doing, this Article excavates the historical pedigree of proposals for stakeholder-oriented disclosure. Both in the Progressive Era, and again during the 1970s, efforts to create generalized…

Public Sentiment and the Price of Corporate Sustainability – Working Paper – Harvard Business School

Combining corporate sustainability performance scores based on environmental, social, and governance (ESG) data with big data measuring public sentiment about a company’s sustainability performance, I find that the valuation premium paid for companies with strong sustainability performance has increased over time and that the premium is increasing as a function of positive public sentiment momentum….

Indexed Investments and “The Problem of Twelve”

John Coates has a thoughtful paper on the legal and economic challenges of “the problem of twelve,” the prospect of a majority of shares in public companies being managed by just twelve entities, in effect twelve people. [T]he rise of indexing presents a sharp, general, political challenge to corporate law. The prospect of twelve people…

How are Shareholder Votes and Trades Related?

Rutgers Assistant Professor Sophia Zhengzi writes: Are shareholder votes a sufficient form of voice that catalyzes trades across the board? Are shareholders’ votes and trades correlated? And do shareholders update their trading patterns based on the information conveyed by other investors’ votes? We address these questions by examining the relation between votes and volume at…

A ‘Delaware Trap’ for Companies – WSJ

A new study by Robert Anderson IV finds that choice of law firm plays a significant role in the decision to incorporate in Delaware. Dr. Anderson examined regulatory filings related to raising private capital, and concluded that it is all about the company’s choice of law firm near the time of founding.He found that some larger,…

What Bank Regulation Tells Us About Corporate Governance

An excellent new draft paper by Robert Hockett and Saule T. Omarova has some important insights and context for corporate governance.  Like ontogeny recapitulating phylogeny or like the impressions left by the tiny veins of a leaf thousands of years ago, the vestigial evidence of the earliest stages of development provide important information about the history…