Archive

Archive for the ‘Bruner, Christopher M.’ Category

Professor Bruner Speaks at the Society for the Advancement of Socio-Economics Annual Conference

July 14, 2014 Leave a comment
Prof. Christopher Bruner

Prof. Christopher Bruner

On Thursday, July 10 and Friday, July 11, 2014, Washington and Lee law professor Christopher Bruner spoke at the annual conference of the Society for the Advancement of Socio-Economics (SASE), “an international, inter-disciplinary organization with members in over 50 countries on five continents” representing disciplines including “economics, sociology, political science, management, psychology, law, history, and philosophy.”

On July 10, Professor Bruner discussed his recent book, Corporate Governance in the Common-Law World: The Political Foundations of Shareholder Power (Cambridge University Press, 2013), in which he develops a new comparative theory of corporate governance in common-law countries. On July 11, he presented his working paper on the role of small jurisdictions in cross-border corporate and financial services, “Market-Dominant Small Jurisdictions in a Globalizing Financial World.”

Read more about Professor Bruner’s scholarship here.

Professor Bruner Speaks at the Aspen Institute’s Ideas Festival

July 7, 2014 Leave a comment
Prof. Christopher Bruner

Prof. Christopher Bruner

On Thursday, July 3, 2014, Washington and Lee law professor Christopher Bruner participated in a panel discussion at the Aspen Institute’s Ideas Festival.  Held at the Aspen Institute’s campus in Aspen, Colorado and co-sponsored by The Atlantic, the Aspen Ideas Festival gathers “leaders from around the globe and across many disciplines to engage in deep and inquisitive discussion of the ideas and issues that both shape our lives and challenge our times.”  The panel discussion, titled “Seeking Business Leaders for the 21st Century,” was organized by the Aspen Institute’s Business and Society Program.

Prof. Bruner Contributes to The Conglomerate

June 12, 2014 Leave a comment
Prof. Christopher Bruner

Prof. Christopher Bruner

In June 2014 Washington & Lee law professor Christopher Bruner contributed to The Conglomerate as a guest blogger.  Professor Bruner’s four posts examine issues in corporate governance.  His recently published book on the subject is titled Corporate Governance in the Common Law World.  

Professor Bruner’s contributions include:

Shareholder Governance Powers in the Common-Law World, June 3, 2014

Shareholder Power and Employee Protection in the Common-Law World, June 5, 2014

The Duty of Care as “Fiduciary Duty”, June 9, 2014

Delaware as “Market-Dominant Small Jurisdiction”, June 11, 2014

 

Online Symposium on Professor Bruner’s Book

May 16, 2014 Leave a comment
Prof. Christopher Bruner

Prof. Christopher Bruner

Washington and Lee law professor Christopher Bruner’s book, Corporate Governance in the Common-Law World: The Political Foundations of Shareholder Power, was recently the subject of an online symposium.  Styled a “book club,” the symposium was hosted by Prawfsblawg, a widely followed legal academic blog.  Contributors included Matthew Bodie (Saint Louis University School of Law), John Cioffi (University of California, Riverside Department of Political Science), Andrew Gold (DePaul University College of Law), Joan Heminway (University of Tennessee College of Law), Brett McDonnell (University of Minnesota Law School), and Daniel Sokol (University of Florida Levin College of Law).

The contributors approached Professor Bruner’s work from a range of perspectives – including corporate law and governance, labor law, social welfare policy, political economy, and finance – but were uniform in their praise.

According to law professor Matthew Bodie, Professor Bruner’s book

… does a great service in expanding and deepening the debate over the nature of corporate governance.  Employees have been pretty much left out of the corporate-governance models in legal academia, going back at least to Easterbrook and Fischel, and perhaps as far as Berle and Means….  By drawing a connection between corporate law and labor and employment law, Bruner has expanded the scope of “the law of the firm,” for lack of a better term, to include not just shareholders, boards, and top-level executives, but rather all the participants in the firm, especially employees.

John Cioffi, a political scientist, adds that Professor Bruner

… has made an important contribution not only to the literature on comparative corporate governance, but also to the broader field on comparative political economy…. Bruner powerfully explodes the analytical categories of the “common law countries” and “liberal market economies” by analyzing at length and in depth the substantial legal and political economic differences across these nations….  I am unaware of a comparably sustained and in-depth comparative treatment of corporate and economic governance in the common law countries that so clearly articulates the systemic significance of the differences across them.

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.

The complete series of posts on Professor Bruner’s book is available here.  Read more about Professor Bruner’s scholarship here.

Professors Bruner and Millon to Speak at UCLA Corporate Governance Conference

April 8, 2014 Leave a comment
Prof. David Millon

Prof. David Millon

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.

Prof. Christopher Bruner

Prof. Christopher Bruner

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.

Read more about Professor Bruner’s scholarship here, and Professor Millon’s scholarship here.

Professor Christopher Bruner’s Book on Corporate Governance Reviewed in Texas Law Review

April 1, 2014 Leave a comment
Prof. Christopher Bruner

Prof. Christopher Bruner

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.

The complete review is available here.  Read more about Professor Bruner’s scholarship here.

Prof. Christopher Bruner to Participate in Cornell-Aspen Workshop on Corporate Purpose

March 24, 2014 Leave a comment
Prof. Christopher Bruner

Prof. Christopher Bruner

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.

Prof. Christopher Bruner’s Paper Selected for Discussion at Annual Comparative Law Workshop

March 5, 2014 Leave a comment
Prof. Christopher Bruner

Prof. Christopher Bruner

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.”

Prof. Christopher Bruner Publishes Article on Fiduciary Duty

December 10, 2013 Leave a comment

Prof. Christopher Bruner

Prof. Christopher Bruner

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.

Prof. Christopher Bruner’s Book Recommended by Aspen Institute

September 30, 2013 Leave a comment
Prof. Christopher Bruner

Prof. Christopher Bruner

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.

Follow

Get every new post delivered to your Inbox.

Join 281 other followers