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INTRODUCTION 974 I. PROBLEM, DATA, AND METHODOLOGY 979 A. The "Categorical" Problem of Dual-Class Structures 979 B. The "Continuous" Problem of Voting Inequality 983 1. The Voting Inequality Spectrum 983 [...], Dual-class companies are often touted as an example of contractual customization of corporate governance, based on the view that they deviate from the default rule of "one share, one vote" to fit the specific characteristics of individual companies. But voting inequality is a spectrum, not a binary choice, and we know little about how different dual-class companies choose their level of voting inequality along this spectrum. In this Article, I seek to shed light on this phenomenon by presenting and discussing quantitative and qualitative data on dual-class IPOs, including a comprehensive sample of dual-class charters and a survey of capital markets lawyers with expertise in dual-class IPOs. The corporate charters analyzed span 27 years, from 1996 to 2022, and the survey respondents include more than three dozen partners of law firms that have represented over two-thirds of the U.S. dual-class companies that have gone public in the past decade. This Article has three main goals. The first is to map the dual-class landscape and to document standardization and customization of voting inequality across almost 300 companies and three decades. The second is to reconstruct the "contracting process" that shapes dual-class charters and the role of key market players in this process. The third is to situate this real-world picture within the standard framework of the "classic contractarian theory," the richer and more nuanced insights of "modern contractarian theories," and the work of sociologists and economists on the emergence and evolution of social norms. The resulting picture shows that, despite a broad spectrum of possible tailor-made options, most dual-class companies choose similar or identical levels of voting inequality, innovation in market practice happens quite rapidly after long periods of equilibrium, and lawyers perceive themselves as playing a much more important role than investment bankers in shaping the "dual-class contract." I suggest that both the traditional account of contractual optimization and the more nuanced theories of learning externalities and agency problems are insufficient to explain some peculiarities of dual-class contracting. I propose an alternative conjecture in which "market norms" play an important role alongside atomistic contracting, lawyers serve a crucial sociological function as transmitters of these norms, and "norm innovation" happens less through rational design than through random mutation and the deliberate action of "norm entrepreneurs."

As it strives to keep up with trends through its retail business, The Gap, Inc. has also found itself at the forefront of the latest trend in shareholder activism: shareholders [...]

Table of Contents Introduction I. The UFLPA and Its Effectiveness A. THE UYGHUR FORCED LABOR PREVENTION ACT B. THE UFLPA'S IMPACT ON CHINA AND HALTING HUMAN RIGHTS ABUSES IN XINJIANG [...]

Introduction I. The Modern Corporate World II. The Business and Legal Logic of Corporate Empires A. The Business Logic Behind Corporate Empires 1. Transaction Costs 2. Diversification 3. Affirmative Asset [...], For decades, the corporate world has been dominated by "Corporate Empires. " Corporate empires are conglomerates comprising a parent and tens, even hundreds, of subsidiaries. Corporate empires differ from standalone companies not only in the scale and scope of their operations, but also in the interdependencies that exist among entities in the group and the international nature of their activities. Despite this commercial reality, no unique body of law for these entities has been developed. Corporate law evolved, and continues to evolve, with the standalone company as its exclusive focal point. This legal focus has driven a wedge between the law and the business world. In this Article, we set out to fill the gap between corporate law and its largest, and arguably most important, subject matters by advancing a set of legal principles, uniquely designed for complex corporate structures. To gain an insight into this world, we collected and analyzed statistical data on the largest one hundred corporations on the S&P 500 list over five-year intervals, beginning in 2004 and ending in 2021. Building on our empirical and theoretical foundations, we advance a core set of principles for complex corporations, designed to preserve the economic benefits of conglomerate structures while minimizing the costs. Specifically, we redesign the doctrines of liability and veil-piercing in conglomerates and corporate groups, repurpose fiduciary duties in wholly owned subsidiaries, redefine oversight liability, and advance a multivariegated approach to the challenge of cross-border activities.

REACTING to a takeover offer is a delicate moment for any company board. For the leadership of Seven & i, the Japanese owner of 7-Eleven, a convenience-store chain, the burden [...]

UNPRECEDENT AI TECHNOLOGICAL DEVELOPMENTS In 2022 and early 2023, we witnessed unprecedented advances in Artificial Intelligence (AI) technology, providing opportunities (1) and posing dangers. (2) No advance is more consequential [...]

The internet allows images and videos of recorded child sexual abuse to spread prolifically around the world at warp speed. This child sexual abuse material (CSAM) is a digital crime [...]

In recent years, would-be litigants have been increasingly cast out of court and funneled into black-box forced arbitration tribunals to resolve legal disputes. Studies have found that approximately 80 of [...]

Key Highlights: * Chunghwa Telecom operates audio and video platforms as a business strategy for telecommunications industry development since 2004. * The company purchased Olympic content from Alda in compliance [...]

https://www.pwc.de/en has long believed that joining the battle against climate change is one of the most significant actions a company can take to benefit society. The multinational professional services leader [...]

The Corporate Transparency Act (the CTA), a 21 -page component of the 1,482-page William M. (Mac) Thornberry Authorization Act, Pub. L. No. 116283 (Jan. 1, 2021), was enacted to respond [...]

CONTENTS INTRODUCTION I. EARLY (MORE MANDATORY) CORPORATE LAW AND THE PRIVATE ORDERING WAVE OF THE NINETEENTH CENTURY II. THE DRAMATIC SHIFT TO MORE CONTRACTING OUT IN CONTEMPORARY CORPORATE LAW A. [...]

CONTENTS INTRODUCTION I. BACKGROUND II. CORPORATE LAW PRINCIPLES: FIDUCIARY DUTY AND ESG INVESTING A. The Difficulty of ESG/Fiduciary Duty Analysis B. Directorial Fiduciary Duties and ESG Prioritizing III. THE STATUTORY [...], Currently, despite the increasing pressure on corporations to account for Environmental Social Governance (ESG) factors in their disclosures and actions, a lack of clarity on the meaning of ESG persists. ESG might be equivalent to stakeholderism, in which companies can sacrifice firm or shareholder market value to serve non-financial values. A second meaning would permit companies to pursue ESG only if it advanced the firm's financial value. The second meaning poses no new challenges for corporate law. (1) This Article will address how the lack of clarity on ESG makes it difficult to assess whether a provision in a contract of a firm mandating the pursuit of ESG would violate the mandatory fiduciary duties of managers. (2) That lack of clarity might also render the provision unenforceable under contract law, even if corporate law typically defers to private ordering by firms. The ambiguity of an ESG-contract term governing management must be considered in conjunction with the central problem: that of addressing the ESG class of firm externalities. The relative analytics of deploying the agency contract-like fiduciary performance obligation, when contrasted with other private and interventional alternatives, to deal with firm externalities should be central to the analysis. Evaluating the inclusion of a mandated pursuit of ESG in a contract requires assessing not only whether ESG is a permitted objective of a corporation, (3) but also, if ESG is a permitted objective, whether a contract provision would be enforceable and whether mandating the pursuit of ESG in a contract of a firm would best address the ESG class of firm externalities. (4) Finally, would it impose hidden costs on the governance of firms that should be avoided?

Ambiguity is the foundation of any good compromise. The more specific and the more concrete the terms, the sharper and clearer the divisions, and the more present and immediate the [...]

Mitigating climate change impacts is becoming a critical business priority, and the pressure to achieve corporate sustainability objectives is mounting as investment-focused regulations continue to drive companies toward net-zero emissions. [...]

Author Nigel Layton Partner, Head of Pharma & Life Sciences at Mazars Date published May 14, 2024 Categories The European Parliaments recent adoption of the Corporate Sustainability Due Diligence Directive [...]

Byline: Moneylife Digital Team The Insurance Regulatory and Development Authority of India (IRDAI) has approved eight principle-based consolidated regulations, including setting up the insurance e-marketplace Bima Sugam for buying, selling, [...]