Washington and Lee law professors Christopher Bruner and David Millon will speak on theories of the corporate form at the UCLA School of Law on April 11-12, 2014. Titled “Competing Theories of Corporate Governance,” the conference is sponsored by UCLA’s Lowell Milken Institute for Business Law and Policy and organized by Professor Stephen Bainbridge, UCLA’s William D. Warren Distinguished Professor of Law.
Over recent decades, a number of theories have been advanced to describe the balance of power between shareholders and boards of directors, on the one hand, and the aims toward which corporate decision-making ought to be directed, on the other. Professor Millon will critique one such theory, the “team production” model, and Professor Bruner will discuss the implications of various theories for judicial review of director decisions.
A review of Washington and Lee law professor Christopher Bruner’s recent book, Corporate Governance in the Common-Law World: The Political Foundations of Shareholder Power, has been published by the Texas Law Review. The review was authored by David Skeel, S. Samuel Arsht Professor of Corporate Law at the University of Pennsylvania Law School.
Professor Bruner’s book, published in 2013 by Cambridge University Press, examines the corporate governance powers possessed by shareholders in the U.S. and other common-law countries. Bruner finds, contrary to popular belief, that shareholders in the U.K. and other common-law jurisdictions are both more powerful and more central to the aims of the corporation than are shareholders in the U.S. Bruner’s theory is that relatively robust social welfare protections in countries like the U.K., Australia and Canada have freed up their corporate legal systems to focus more intently on shareholder interests without giving rise to “political backlash” – because other legal structures accommodate the interests of employees.
While “playing devil’s advocate” in his review, Professor Skeel concludes that “Bruner’s insights are a revelation,” and that the book “has identified a critical, new dimension of our understanding of corporate law.” Skeel adds:
Bruner’s claim that strongly shareholder-oriented governance—which sniffs of Wall Street rather than Main Street—is associated with robust social welfare protections—which sounds much more like Main Street—is both counterintuitive and plausible. Even if Bruner had not marshaled extensive supporting evidence, it would be a thesis that corporate law scholars, and perhaps social welfare experts as well, would need to grapple with. The elaborately detailed case that Bruner presents adds to its importance.
Washington and Lee law professor Christopher Bruner will participate in a workshop on the nature and purpose of the corporate form at the Cornell Club in New York on March 27-28, 2014. Titled “New Voices Workshop: The Question of Corporate Purpose,” the event is co-sponsored by the Aspen Institute Business and Society Program and the Cornell University Law School.
Professor Bruner’s corporate governance scholarship has investigated how and why jurisdictions vary regarding the relative degrees of shareholder-orientation they exhibit – with respect to both the shareholders’ capacity to make decisions affecting corporate governance and the degree to which corporate law prioritizes the shareholders’ interests over other competing interests. His comparative study of U.S. and U.K. corporate governance, “Power and Purpose in the ‘Anglo-American’ Corporation,” won the 2010 Association of American Law Schools Scholarly Papers competition. His book, Corporate Governance in the Common-Law World: The Political Foundations of Shareholder Power (Cambridge University Press, 2013), develops a new comparative theory of corporate governance in common-law countries.
Read more about Professor Bruner’s scholarship here.
Washington and Lee law professor Christopher Bruner’s recent paper on the role of small jurisdictions in cross-border corporate and financial services, Market-Dominant Small Jurisdictions in a Globalizing Financial World, was one of seven papers selected for discussion at the Annual Comparative Law Work-in-Progress Workshop. The event, co-sponsored by the American Society of Comparative Law, will take place at the UCLA School of Law on March 7-8, 2014.
From the abstract:
“Over recent decades small jurisdictions have become big players in cross-border corporate and financial services. To date, however, their nature, legal status, and market roles remain under-theorized. Lacking a coherent vocabulary to describe the functions that such jurisdictions perform – and the peculiar strengths of those small jurisdictions actually achieving substantial success in the global financial marketplace – we find ourselves unable to evaluate their social and economic impacts in a nuanced and rigorous manner. Accordingly, this article proposes a new conceptual framework with the dual aim of refining the debate regarding the legitimacy and desirability of their activities, and reorienting that debate toward more productive inquiries.”
Washington and Lee law professor Christopher Bruner has published an article titled “Is the Corporate Director’s Duty of Care a ‘Fiduciary’ Duty? Does It Matter?” in the Wake Forest Law Review. From the abstract:
While reference to “fiduciary duties” (plural) is routinely employed in the United States as a convenient short-hand for a corporate director’s duties of care and loyalty, other common-law countries generally treat loyalty as the sole “fiduciary duty.” This contrast prompts some important questions about the doctrinal structure for duty of care analysis adopted in Delaware, the principal jurisdiction of incorporation for U.S. public companies. Specifically, has the evolution of Delaware’s convoluted and problematic framework for evaluating disinterested board conduct been facilitated by styling care a “fiduciary” duty? If so, then how should Delaware lawmakers and judges respond moving forward?
In this Essay I argue that styling care a “fiduciary” duty has impacted Delaware’s duty of care analysis in ways that are not uniformly positive. Historically, loyalty has been aggressively enforced, while care has hardly been enforced at all – the former approach aiming to deter conflicts of interest through probing analysis of “entire fairness,” while the latter aims to promote entrepreneurial risk-taking through a hands-off judicial posture embodied in the business judgment rule. Conflation of these differing concepts as “fiduciary duties,” however, has facilitated a tendency toward over-enforcement of care, periodically threatening to impair entrepreneurial risk-taking until arrested by a countervailing legislative or judicial response. Additionally, their conflation threatens to erode the duty of loyalty by fueling the contractarian argument that the sole utility of such “fiduciary duties” is to fill contractual gaps, and that corporations therefore ought to possess latitude to “opt out” of loyalty to the degree already permitted with respect to care.
Prof. Bruner’s new article is available for download from SSRN. In addition, Prof. Bruner has also published a book review of Directors’ Duties and Shareholder Litigation in the Wake of the Financial Crisis by Joan Loughrey (ed). The review appears in the Cambridge Law Journal and is available for download for the journal’s website.
Washington and Lee law professor Christopher Bruner’s recent book, Corporate Governance in the Common-Law World (Cambridge), was recently recommended by the Aspen Institute’s Corporate Values Strategy Group.
The Aspen Institute is an educational and policy studies organization based in Washington, DC. Its mission is to foster leadership based on enduring values and to provide a nonpartisan venue for dealing with critical issues. The Aspen Corporate Values Strategy Group (CVSG) is focused on ensuring that corporate and investment practice better supports the long-term health of society.
Published earlier this year, Prof. Bruner’s book examines the corporate governance powers possessed by shareholders in the U.S. and other common-law countries. Bruner finds, contrary to popular belief, that shareholders in the U.K. and other common-law jurisdictions are both more powerful and more central to the aims of the corporation than are shareholders in the U.S. The vexing question, explored by Bruner’s book, is why.
You can read more about Professor Bruner’s new book here.
Washington and Lee School of Law Dean Nora Demleitner has announced the recipients of a number of annual faculty fellowships that recognize excellence in teaching and scholarship.
Prof. Michelle Drumbl directs the Tax Clinic and also teaches courses in Federal Income Tax. She received the Jessine Monaghan Faculty Fellowship for Teaching awarded to “recognize stellar teaching in the third year.”
Prof. Jill Fraley has taught Environmental Law, a new Environmental Practicum, a seminar on Law and Geography, and a small section of Property. She is the recipient of the John W. Elrod Law Alumni Fellowship in Teaching Excellence.
Prof. Brant Hellwig teaches a number of introductory and upper-level specialized tax courses. He is the recipient of a Law Alumni Faculty Fellowship for Teaching.
Christopher Bruner’s book Corporate Governance in the Common-Law World: The Political Foundations of Shareholder Power, published this spring by Cambridge University Press, examines shareholder influence and power that challenges popular wisdom and provides fascinating insights into the uniqueness of U.S. corporate governance. He is the recipient of the Ethan Allen Faculty Fellowship for Scholarship.
Jim Moliterno published his book A Profession in Crisis (Oxford) to great acclaim and also put out a new Civil Procedure book with West, designed to provide a new approach to the teaching of civil procedure in law school. He is the recipient of a Law Alumni Faculty Fellowship for Scholarship.
Ben Spencer continues to be a prolific scholar despite his new duties as director of the Lewis Law Center and Associate Dean for Research. His scholarly work on civil procedure has received increasing acclaim, and his latest article “Class Actions, Heightened Commonality, and Declining Access to Justice” appeared in the Boston University Law Review. He also authored an insightful commentary on the state of legal education in his magnum opus on The Law School Critique in Historical Perspective. He is the recipient of the Law Alumni Faculty Fellowship for Scholarship.
Washington and Lee law professor Christopher Bruner’s new book, Corporate Governance in the Common-Law World (Cambridge University Press), has been listed as recommended reading at History of Capitalism, an online resource maintained by University of Wisconsin historian Colleen Dunlavy.
Professor Dunlavy created the site in 1998 as part of a research project examining shareholder voting rights. Today the site provides research tools and other materials including reading lists on historiography, capitalism, and corporations, where Bruner’s book appears.
Published earlier this year, Bruner’s book examines the corporate governance powers possessed by shareholders in the U.S. and other common-law countries. Bruner finds, contrary to popular belief, that shareholders in the U.K. and other common-law jurisdictions are both more powerful and more central to the aims of the corporation than are shareholders in the U.S. The vexing question, explored by Bruner’s book, is why.
You can read more about Professor Bruner’s new book here.
Washington and Lee law professor Christopher Bruner presented his recent work on corporate fiduciary duties at the 2013 Fiduciary Law Workshop hosted by Notre Dame Law School on March 8th.
The Workshop, which included scholars from the United States and Canada, featured papers examining the application of fiduciary principles to a number of legal fields and explored the potential for a distinct, overarching field of “fiduciary law.” Professor Bruner’s paper questioned whether the duty of care owed by corporate directors ought to be conceptualized as “fiduciary” in nature, contrasting the U.S. approach with that of other common-law countries such as Australia, Canada, and the United Kingdom, which tend to describe the duty of loyalty as the sole duty truly unique to fiduciaries.
Washington and Lee law professor Christopher Bruner recently participated in a roundtable discussion at the Wharton School (University of Pennsylvania) titled Rethinking Shareholder Value and Purpose(s) of the Firm III. Sponsored by the Carol and Lawrence Zicklin Center for Business Ethics Research and the Initiative for Global Environmental Leadership at the Wharton School, together with the Aspen Institute Business & Society Program, the roundtable was the third in a series of Aspen-sponsored discussions bringing together law faculty, business faculty, and business/investment practitioners with a variety of backgrounds and perspectives on the purpose and social impact of the modern business corporation. It is the second Aspen-sponsored discussion in which Professor Bruner has participated (click here for prior event).
Professor Bruner served as a “provocateur,” leading a discussion on “Populism and Corporate Purpose” that examined the state of the social contract between corporations and society, as well as the distribution of rewards and risks associated with corporate activity. A written version of Professor Bruner’s remarks has been posted at The Exchange (A Yahoo!Finance Blog) and the Governance Center Blog of the Conference Board, an independent global business membership and research association.
Christopher Bruner joined Washington and Lee as an Associate Professor in 2009. His teaching and scholarship focus on corporate law and securities regulation, including international and comparative dimensions of these subjects.