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PARTICIPATION IN PARADISE?: INDIGENOUS PARTICIPATION AND ENVIRONMENTAL DECISIONMAKING IN HAWAIʻI
Get PDFAll in the Name of Safety: Abortion and Gun Control Purchase Monitoring Create a Call for Stricter Data Privacy Regulation in Financial Institutions
Get PDFThe Age of the Metaverse: The Need for Consumer Protections in Metaverse Cryptocurrency Transactions
Get PDFStudent Life E-Newsletter February 26, 2024
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Shareholder Primacy versus Shareholder Accountability
Get PDFWhen corporations inflict injuries in the course of business, shareholders wielding environmental, social, and governance (“ESG”) principles can, and now sometimes do, intervene to correct the matter. In the emerging fact pattern, corporate social accountability expands out of its historic collectivized frame to become an internal subject matter—a corporate governance topic. As a result, shareholder accountability surfaces as a policy question for the first time. The Big Three index fund managers, BlackRock, Vanguard, and State Street, responded to the accountability question with ESG activism. In so doing, they defected against corporate legal theory’s central tenet, shareholder primacy. Shareholder primacy builds on a pair of norms. The first is substantive and concerns purpose— the firm should be managed for the shareholders’ financial benefit. The second norm is procedural and concerns power—shareholders should be able to tell managers how to run the firm. Once put into operation, the two norms are supposed to ensure that market control over production, and hence economic efficiency, is maximized. Prior to the Big Three’s turn to ESG activism, the two norms operated in tandem—power on the ground assured shareholder value maximization in the boardroom toward the generally accepted efficiency goal. But power on the ground now also triggers questions about shareholder accountability, and the Big Three, upon switching into activist mode to address those questions, put the two norms out of synch, causing the directive of management for the shareholders’ financial benefit to lose focus and compromising shareholder primacy in the performance of its mission. This Article looks closely at this confrontation between shareholder primacy and shareholder accountability, asking three questions: (1) whether investment institutions can legitimately sacrifice their investors’ financial returns in connection with the installation of socially responsible business practices at operating companies; (2) whether assuming ESG concerns take a permanent place at the top of the corporate governance agenda, shareholder primacy can continue to provide a viable cornerstone for corporate legal theory; and (3) whether recent institutional interventions in the name of ESG herald a structural shift toward a welfarist corporation. The Article answers all three questions in the negative. The sequence of questions and answers delivers us to an unsatisfactory destination riven by contradiction and tension
Good Newsletter September 03, 2024
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Student Life E-Newsletter September 09, 2024
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Student Life E-Newsletter August 26, 2024
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A Path Toward Race-Conscious Standards for Youth: Translating Adultification Bias Theory into Doctrinal Interventions in Criminal Court
No full textThis article demonstrates how advocates can leverage empirical literature regarding adultification bias to craft doctrinal interventions that recognize and remedy the disproportionately harsh treatment of Black youth in the juvenile and adult criminal legal system. Through case examples, all of which I litigated in the Civil Rights Clinic at Seattle University School of Law, I demonstrate how adultification bias was used to explain the racial disproportionality in the transfer of young people to adult court for prosecution, as well as the harshness of the sentences received by young people in both juvenile and adult court. These cases provide roadmaps for clinicians and advocates to educate criminal legal system stakeholders about the risk of adultification bias and other forms of implicit bias, either as amicus or in direct service to clients. The briefs proposed new legal standards in cases that require criminal legal system stakeholders to account for adultification bias. These litigation strategies are designed to obtain outcomes for clients that account for one way that race plays a role in prosecutorial and judicial decision-making, a problem which is clear in the aggregate but has historically evaded remedy in individual cases. These proposals also provide a concrete example of how law school clinics can put theory into practice and produce doctrinal interventions that advance racial justice