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At the Core of Apple and Antitrust: Interoperability
Get PDFThis paper offers a novel approach to analyzing Apple Inc, (Apple) within the context of antitrust law. As a frequently named party to antitrust litigation, not only in the United States but also worldwide, Apple’s closed garden has already been called into question. However, similar to the U.S. Department of Justice’s (DOJ) attempt on March 21st, 2024 to “to erect a new landmark decision” in their lawsuit against Apple, this paper focuses on Apple’s iOS ecosystem as a whole. While this article recognizes similar consumer harm concerns the DOJ addresses in United States, et al. v. Apple Inc, it also distinguishes the DOJ’s arguments to focus on interoperability restrictions and a contemporary perspective on market definition.
Despite being an integral paradigm of antitrust laws, consumers have been robbed of the right to choose a product based on the value it offers. Instead, exclusions around interoperability have left many consumers forced to purchase devices based on artificially limited product compatibility. Interoperability not only addresses many issues with lock-in effects but also promotes innovation by fostering competition on an equal playing field
Student Life E-Newsletter September 30, 2024
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Student Life E-Newsletter December 16, 2024
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Student Life E-Newsletter December 09, 2024
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Student Life E-Newsletter December 02, 2024
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SULR, Volume 48, Issue 1
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Stakeholder Governance as Governance by Stakeholders
Get PDFMuch debate within corporate governance today centers on the proper role of corporate stakeholders, such as employees, customers, creditors, suppliers, and local communities. Scholars and reformers advocate for greater attention to stakeholder interests under a variety of banners, including ESG, sustainability, corporate social responsibility, and stakeholder governance. So far, that advocacy focuses almost entirely on arguing for an expanded understanding of corporate purpose. It argues that corporate governance should be for various stakeholders, not shareholders alone.
This Article examines and approves of that broadened understanding of corporate purpose. However, it argues that we should understand stakeholder governance as extending well beyond purpose to embracing governance by stakeholders. Purpose-based governance longingly hopes that either shareholders, or the directors elected by shareholders, will vigorously promote the interests of other stakeholders. But if we truly want companies to promote stakeholder interests, we should empower stakeholders within those companies. Such stakeholder governance would create some costs along with many benefits. However, we can structure stakeholder governance to emphasize the benefits while keeping the costs under control. Employees should be empowered via board representation, works councils, and/or unions. Other stakeholders can be less fully empowered through councils, advisory at first, and potentially given power to nominate or even elect directors
The ESG Information System
Get PDFThe mounting focus on ESG has forced internal corporate decision-making into the spotlight. Investors are eager to support companies in innovative “green” technologies and scrutinize companies’ transition plans. Activists are targeting boards whose decisions appear too timid or insufficiently explained. Consumers and employees are incorporating companies sustainability credentials in their purchasing and employment decisions. These actors are asking companies for better information, higher quality reports, and granular data. In response, companies are producing lengthy sustainability reports, adopting ambitious purpose statements, and touting their sustainability credentials. Understandably, concerns about greenwashing and accountability abound, and policymakers are preparing for action.
In this Essay, we show how the ESG information system modeled itself after the key corporate governance innovations of the last fifty years. We start with the introduction of the monitoring board in the 1970s, which paved the way for the rise of independent directors in overseeing company activity, providing a counterweight to management, and increasing responsiveness to investor concerns. We argue that ESG’s insistence on board oversight, diversity, and expertise reflects a similar intuition that board members with special expertise can have valuable contributions to decision-making.19 We then turn to the next wave of corporate governance reform, formalized in the Sarbanes-Oxley Act of 2002 (SOX), which made practices
already common in the market mandatory and introduced others. With its emphasis on disclosure accuracy, SOX served as the prime archetype for the ESG information system. The global effort to standardize ESG echoes SOX’s emphasis on standardization, either through market-led initiatives like the Sustainability Accounting Standards Board (SASB) or through government-supported bodies. Similarly, SOX’s reliance on auditor certifications of internal controls a measure heavily criticized by many as overly costly is reproduced through market demands and regulatory mandates for assurance.
Finally, the buildup of sustainability departments emulates SOX’s efforts to boost the independence of internal controls. Finally, by examining ESG disclosure in practice, we show that it offers managers and directors vital information about the social impact of their decisions. This perspective sheds light on the ESG disclosure debate, highlighting it as a logical evolution of (rather than a threat to) traditional corporate governance systems that enhance information flow to managers and the board
Robo-Voting: Does Delegated Proxy Voting Pose a Challenge for Shareholder Democracy?
Get PDFRobo-voting is the practice by an investment fund of mechanically voting in corporate elections according to the advice of its proxy advisor— in effect fully delegating its voting decision to its advisor. We examined over 65 million votes cast during the period 2008–2021 by 14,582 mutual funds to describe and quantify the prevalence of robo-voting. Overall, 33% of mutual funds robo-voted in 2021: 22% with ISS, 4% with Glass Lewis, and six percent with the recommendations of the issuer’s management. The fraction of funds that robo-voted increased until around 2013 and then stabilized at the current level. Despite the sizable number of funds that robo-voted in recent corporate elections, robo-voters controlled only about 1.5% of shares on average because they tend to be smaller than other funds. Overall, the evidence suggests that robo-voting is more prevalent than its defenders suggest but may exert less influence on corporate governance than its critics suspect
2024 December Commencement
No full textSeattle University School of Law\u27s December Commencement Ceremony was held in the Campion Hall Ballroom on Dec. 21, 2024.https://digitalcommons.law.seattleu.edu/commencement-videos/1001/thumbnail.jp