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TABLE OF CONTENTS INTRODUCTION 711 I. CORPORATE POLITICAL ENGAGEMENT, PAST AND PRESENT 715 A. Corporate Political History 715 B. The Contemporary Moment 718 C. The New Wave of Populism 721 [...], The COVID-19 pandemic and social unrest have focused considerable corporate attention on political risk. The disruptions to company operations are voluminous and diverse: entertainment and hospitality industry closures, airline industry cancellations, eviction moratoriums in residential real estate, international trade interruptions, manufacturing supply shortages, employee vaccination mandates, and ride-hailing service restrictions. Enterprise risk management (ERM) is the mechanism through which boards and their respective firms can manage complex political risks. In the current business climate, more companies should emphasize and integrate political risk oversight in their ERM programs. Although neglecting political risk may not trigger legal liability from regulators or courts, it can cause significant financial and reputational loss to the company. Contemporary corporate boards should not operate with political blinders; they must remain politically sensitive. Politics should not be avoided but managed in a nuanced way pursuant to effective board oversight of ERM. Board political sensitivity is an issue of risk management rather than "wokeness." Companies must contend with courts of law and the court of public opinion, each with its own distinct rules. Missteps in the latter may injure the corporation more seriously than unfavorable judgments in the former. The failure to manage political risk is not in the best interests of the corporation. This Article adds to the legal literature in three important areas. First, it situates political risk within the contemporary ERM discussion. Second, it re-examines how corporations engage with politics in the contemporary context. Finally, it contributes to theories that posit the large modern corporation as a quasi-public institution and argues, with some caveats, that it functions as a quasi-political institution, mandating more robust board oversight of political risks.

INTRODUCTION I. DELAWARE AS A DE FACTO AGENCY A. Corporate Lawmakers B. Delaware's Institutional Dynamics C. Federal Lawmaking D. The Agency Analogy II. THE FEDERAL CHARTERING DEBATE A. The Recurrence [...], Despite over 200 years of deliberation and debate, the United States has not adopted a federal corporate chartering law. Instead, Delaware is the "Federal Option" for corporate law and adjudication. The contemporary federal corporate chartering debate is, in part, a referendum on its role. Although the federal government has regulated other aspects of interstate commerce and has the power to charter corporations and preempt Delaware pursuant to its Commerce Clause power, it has not done so. Despite the rich and robust scholarly discussion of Delaware's jurisdictional dominance, its role as a de facto national regulator remains underdeveloped. This Article addresses a vexing question: Can Delaware, a haven for incorporation and adjudication, serve as an effective national regulator? Following an analysis of federal chartering alternatives, such as the Nader Plan, the Warren Plan, the Sanders Plan, and other modes of regulation, the answer is yes, but with some caveats and qualifications. Delaware's adequate, if imperfect, performance as a surrogate national regulator of corporate internal affairs argues against the upheaval of the existing corporate law framework federal chartering would bring. Even in the contemporary moment where longstanding concerns about corporate power, purpose, accountability, and the uneasy relationship between corporations and society are amplified, Delaware can continue to perform an important agency- like role in collaboration with federal regulators and regulated firms. A deeper examination comparing the merits of federal corporate chartering with Delaware's de facto agency function illuminates the potential of existing and future reforms. This Article concludes that federal chartering proposals have an important impact despite not being adopted for centuries. First, federal chartering proposals encourage policymakers to look beyond the status quo toward greater hybridization in regulatory design. Second, elements of previous federal chartering proposals have historically become successful "a la carte" reforms or part of other successful reform measures. Third, federal chartering proposals provide value as a bargaining tool where the threat of more intrusive federal regulation makes other reform methods more palatable to diverse corporate constituencies.

The dearth of college counseling in the nation's public schools derails many students as they transition between high school and college. Compared to their more privileged peers with similar academic [...]

The article offers information on analyzing the role of chief legal officer (CLO), and how CLO has revolutionized legal service provision by addressing problems stemming from information asymmetries between the client corporation and external legal service providers.

Many legal scholars do not readily associate executive search firms ("ESFs") with corporate governance, yet they are intimately connected with a key mechanism of corporate governance--elite labor markets. Corporate governance is a nexus of individual and environmental factors, a narrative of nature and nurture. Talent obviously matters, but legal scholars, courts, and policymakers overwhelmingly focus on structural mechanisms, procedures, and environmental factors. This Article makes an essential contribution to the corporate gatekeeper discussion by revealing how ESFs provide an assortment of private solutions to governance problems that scholars have attempted to address through legal and regulatory means. The ultimate success or failure of these private solutions may be instructive for designing more effective regulations, policies, and practices to promote better governance. [ABSTRACT FROM AUTHOR]

The article discusses the ruling by the Delaware Court of Chancery in the case Belton v. Gebhart to present historical insights on shareholder activism and civil rights. Also cited are the efforts to advance rights to education for African Americans, the desegregation in Delaware public schools, the environmental, social, and governance (ESG) framework, and the works of civil rights advocates Louis L. Redding and Chancellor Collins Seitz.

Keeping higher education affordable and accessible for many Americans is an integral part of furthering the public good. Although legal scholars have given considerable attention to K-12 educational disparities as well as the constitutionality and fairness of admissions practices at selective higher education institutions, they have ignored significant barriers that limit higher education attainment for many low socio-economic status (SES) students. Similarly, the existing regulatory architecture, including federal, state, and institutional policies, inadequately addresses the higher education needs of low-SES students. This article responds to this significant gap in legal scholarship. Advancing higher education attainment for low-SES students presents a rare opportunity for the Obama administration to leave an enduring reform legacy much in the same way Roosevelt achieved with the GI Bill and Lincoln with the Morrill Act. The heightened focus on higher education attainment for low-SES students is also quite timely given the nation's slow economic growth and the Supreme Court's recent decision in Fisher v. Texas. These factors, among others, have prompted higher education observers to consider the use of class as an alternative to the use of race in college admissions and beyond. In this legal, economic, and political environment, reforms targeting higher education attainment for low-SES students take on added significance. In response to these challenges, this Article proposes a more comprehensive K-16 framework to guide future reforms targeting higher education attainment for low-SES students. These reforms include: a rigorous K-12 education for a greater number of students, a transitional bridge between secondary school and higher education, college-level reforms from federal, state, and institutional actors, and a presidential commission exclusively targeting higher education equity. [ABSTRACT FROM AUTHOR]

The article discusses concerns related to corporate immune system (CIS) regarding inside and outside corporate governance. It informs that CIS performs an internal regulatory function which reduces monitoring costs for government regulators in internal mechanisms such as a monitoring board, risk management systems, and compensation, by enhancing chief legal officer (CLO) role. It highlights the external corporate governance strategies including shareholder empowerment and public regulation.

The article offers information on the development of a regulatory legal framework for prohibiting the for-profit higher education abuses. It informs that the U.S. federal government is providing higher education funding programs to promote access to higher education for vulnerable students in association with the For-Profit Colleges & Universities (FPCU). It suggests reforms in the educational field by the government for availability of higher education to low socio-economic status student.

The article looks into the unified theory of the in-house counsel role. It asserts that in-house counsel is a function of individual value-producing activities and includes the networked and embedded nature of the role. It indicates that the modern corporation can improve its creation of value through the role of the strategic in-house counsel.

The article discusses the role of corporate reform as a credence service in the U.S. It mentions the similarity of corporate governance reform to a reform service wherein its constituents work like consumers and corporate lawmakers. It points out that the services show credence features which are service attributes whose quality cannot be specified even after use.