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The Sound of Silence in Corporate Director Resignations
Full text linkThis Article seeks to provide an in-depth theoretical, empirical, and policy analysis of an underdeveloped topic in corporate law: director departure. We argue that outspoken director resignations are an integral aspect of effective corporate governance. Disgruntled corporate directors who disagree with the firm’s policies or practices alert shareholders to internal misconduct, encouraging market reactions that pressure the company to make necessary changes. Disclosure of conflict is particularly important in mitigating information asymmetry between shareholders and management, allowing investors to promptly react to relevant events within the firm.
Despite the governance benefits of resignations in protest, we show that outspoken director resignations are few in number. We undertake an intensive theoretical analysis of the vectors that limit the desire or ability of directors to resign in protest. We highlight that Delaware Court of Chancery decisions Puda Coal and Fuqi limit the ability of directors to resign in protest due to
fears of personal liability for breach of fiduciary duty. Similarly, we note that directors prefer to resign quietly to preserve their reputation in the director labor market. We illustrate structural biases in the boardroom that may impede directors from resigning in protest and from bringing public scrutiny and regulatory action on the firm’s remaining directors. Lastly, we describe the effect of director compensation on their decision whether to outspokenly depart. Beyond the departing director, we highlight potential limitations on firms to disclose resignations as “outspoken.”
In light of these potential limitations, we provide a hand-collected, empirical analysis of over 54,000 Form 8-K disclosures of S&P 500 firms between the years 2016 to 2024. Our findings coincide with our theoretical discussion: outspoken departures comprise only around 0.1% of disclosed director resignations in our sample. In the rare cases in which directors resign in protest, their departures follow public exposure to the relevant conflict. We complement our empirical study by examining several test cases which provide strong evidence regarding disagreements between departing directors or officers and the firm. Despite such disagreements, firm disclosures in these cases kept silent.
Based on our empirical findings and theoretical analysis, we discuss certain policy implications that may serve to increase the frequency of outspoken director resignations. We highlight possible changes to Form 8-K disclosure requirements and necessary SEC enforcement of disclosure violations. Likewise, we discuss creating a concrete legal framework of director resignations that minimizes the uncertainty arising from the Delaware decisions. To balance interests, we note the ability of corporations to file defamation suits to protect firms against bad-faith resignations
Representing the Incommunicado Client: Regulating the Attorney-Client Relationship in a Civil Rights Emergency
No full textWhen the government obstructs a detainee’s ability to communicate with attorneys, normal rules governing the formation of attorney-client relationships break down. While some work-arounds exist to allow lawyers to bring such cases to court, they have significant limitations and can create problems of their own. The legal profession and the courts should adopt new rules modeled on emergency medicine to facilitate the filing of urgent civil rights claims for clients who are not in a position to consent. In emergency medicine, physicians can presume client consent for certain narrow and urgent purposes. Certain lawyers, in extreme cases, should be able to do the same
The Resurgence of Massive Resistance
Full text link“Massive Resistance” to equal access to good quality public education is resurging across the nation. First employed by segregationists in Virginia, Massive Resistance spread across the South to oppose school desegregation. This extreme push to suppress equitable education occurred most notably post-Brown. Although 2024 marked Brown’s seventieth anniversary, Massive Resistance is again surging. In fact, the last few years have witnessed increasing resistance to publicly funded education. Some areas where anti-public education resistance strategies have manifested include political rhetoric around Critical Race Theory, library censorship, and renewed parental rights debates.
To devise the most effective response to this “anti-public education” movement, it is crucial to recognize that these strategies are not new. This Article illuminates how both limiting access and denying a right to publicly funded education have long been tools of racial and socio-economic caste subjugation. Today, strategists of resistance to public education in the United States, many of whom are policymakers, use an anti-public education agenda to distract members of the general public from the necessity for, as well as opportunities to, advanced education equity. Progress in achieving education equity can lead to constructive social change. In other words, some less enlightened members of public policy-making elites are massively resisting a shifting status quo. Often, modern resisters to good quality public education for all draw their strategies from segregationist tactics. Some of those tactics trace their origins to Virginia.
To situate what is happening with today’s broader anti-public education movement, this Article provides an original historical account and discusses what is at stake and how to “counter-resist.” Further, this Article provides perspective regarding how Virginia has periodically been a national leader in the broader anti-public education movement in the United States. It offers Virginia as a case study to contextualize the various resistance strategies of this larger anti-public education movement and identify historical protocols that have resurfaced anew today.
Only by knowing where we have been can we see clearly where we are in this historical moment and understand where we must go
Introductory Remarks - Cosby
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Introductory Remarks - Cosby
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Murchison and Massie
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Event Brochure
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Set-up with Johnson, Fix, Evans, and Johnston
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Faculty Cards, Brochures, Tumblers, and Powell Archives Display
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Faculty Publications Display
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