Choice Of Law And Holding Companies

Tulane Law School Professor Ann M. Lipton at Tulane Law School begins her forthcoming, Inside Out (or, One State to Rule them All): New Challenges to the Internal Affairs Doctrineby quoting Delaware Vice Chancellor J. Travis Laster:

Is This The Case That Ate Delaware Corporate Law?

In a recent feature published by the Washington Legal Foundation, UCLA Professor Stephen Bainbridge casts a jaundiced eye toward Vice Chancellor J. Travis Laster's recent ruling in In re McDonald's Corp. Stockholder Deriv. Litig., C.A. No....

In Defense Of Putting Profits Forward

In the face of the rising popularity of stakeholderism, Professor Stephen Bainbridge has determined to "stand athwart the tracks of corporate governance and yell 'stop' as the stakeholder capitalism train pulls out of the station".   He is doing so...

Ten Rules For Group Decision Making By The Man Who Wrote The Book

Born at the end of the 19th century, Paul Mason worked for the California legislature and Governor Goodwin Knight.  In 1935, he published Mason's Manual of Legislative Procedure, which is commonly known as Mason's Manual.  After Mr. Mason's death in...

Decisions, Decisions - The Thorny Problems At The Heart Of Stakeholderism

In yesterday's post, I highlighted a new discussion paper arguing that Twitter's leaders threw its stakeholders "under the bus" in favor of the interests of the stockholders.   According to the authors, stakeholder governance "refers to the...

"The Horror! The Horror!" - Scholars Accuse Twitter Directors Of Putting Stockholders First!

In a forthcoming case study, three scholars advance the accusation that when negotiating the sale of Twitter to Elon Musk, Twitter's leaders "chose to disregard the interests of the company’s stakeholders and to focus exclusively on the interests of...

Has The Legislature Forgotten Citizens United And The First Amendment?

More than a decade ago, the United States Supreme Court held that government restrictions on independent political expenditures by corporations and labor unions violated the First Amendment to the U.S. Constitution.   Citizens United v. Fed....

California Bill Would Require CEOs to Disavow "Foreign Influence"

Yesterday's post discussed a recently introduced bill that would amend California's Political Reform Act of 1974, among other things, to prohibit contributions by a "foreign-influenced business entity", as defined, in connection with a state or...

Legislator Proposes Ban On Foreign-Influenced Business Entity Contributions

The California legislature is currently in recess and is scheduled to reconvene on January 4.  However, some bills have already been introduced, including AB 83 (Lee & Kalra), which would enact the "Get Foreign Money Out of California Elections...

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