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FSU Law Focus - 12/02/2022
Get PDFFrom the Dean: Wayne Logan publishes The Ex Post Facto Clause: Its History and Role in a Punitive Society; FSU Law Accepting Applications for 2023 Summer Program; Alum Profile: Jordann L. Wilhelm (\u2717); Student Profile: 3L Alan Gonzalezhttps://ir.law.fsu.edu/fsu-law-focus/1057/thumbnail.jp
FSU Law Focus - 08/19/2022
Get PDFFrom the Dean: New student orientation; Staff Profile: Nicola Perry; Alum Profile: Ginger Bowden Madden (\u2794); Student Profile: 3L Catherine Awasthihttps://ir.law.fsu.edu/fsu-law-focus/1083/thumbnail.jp
FSU Law Focus - 10/07/2022
Get PDFFrom the Dean: Lisa Duke selected as FSU\u27s 2022 Max Carraway Employee of the Year; Student Calling for Fall 2022 Fundathon; Alum Profile: Reid M. Wakefield (\u2709); Student Profile: 3L David Melitohttps://ir.law.fsu.edu/fsu-law-focus/1130/thumbnail.jp
FSU Law Focus - 06/24/2022
Get PDFFrom the Dean: 2022 Annual Fund campaign; Career Advisor Participates in USMC Educator\u27s Workshop, Alum Profile: Courtney Momberg Johnson (\u2712); Celebrating 2022 Grad Craig Simpsonhttps://ir.law.fsu.edu/fsu-law-focus/1170/thumbnail.jp
FSU Law Focus - 07/22/2022
Get PDFFrom the Dean: 2021-2022 Annual Fund campaign top classes; PILC Students Monitor Federal Trial; Alum Profile: Foster J. Sayers, III (\u2708); Celebrating 2022 Grade Taylor Lewishttps://ir.law.fsu.edu/fsu-law-focus/1195/thumbnail.jp
FSU Law Focus - 04/29/2022
Get PDFFrom the Dean: Nat Stern\u27s retirement celebration; New Fully Functioning Lawyer Class; Alum Profile: Daniel G. Puente (\u2713); Student Profile: 2022 Grad Michael Terryhttps://ir.law.fsu.edu/fsu-law-focus/1258/thumbnail.jp
FSU Law Focus - 02/07/2022
Get PDFFrom the Dean: Spring 2022 Fundathon; Alumni Meet with Students; Alum Profile: Evan Gibbs (\u2711); Student Profile: 3L Maxwell Max Dietzhttps://ir.law.fsu.edu/fsu-law-focus/1307/thumbnail.jp
FSU Law Focus - 02/18/2022
Get PDFFrom the Dean: PILC launched International Human Rights Advocacy Clinic; Students Serving as Legislative Fellows; Alum Profile: Theodore L. Ted Tripp, Jr. (\u2776); Student Profile: 3L Rylie Slaybaughhttps://ir.law.fsu.edu/fsu-law-focus/1321/thumbnail.jp
Corporate Governance Guidelines: How to Improve Disclosure and Promote Better Corporate Governance in Public Companies
Get PDFIf you are a shareholder of a public corporation, you may think it would be easy to find basic information about your shareholder rights, such as whether shareholders have the right to call special stockholder meetings. You would probably assume that the information would be disclosed in the company\u27s Corporate Governance Guidelines, (CGGs) which, according to a New York Stock Exchange (NYSE) rule, must be posted on the company\u27s website for shareholder review. But, as this article shows, companies are not required to disclose information about shareholder rights in their corporate governance guidelines, and most companies have chosen not to provide this information voluntarily. CGGs, therefore, have largely failed in their goals of promoting informed investors and improving the ability of shareholders to monitor board performance. Although clearly an important part of a public company\u27s corporate governance, CGGs have not been given serious scholarly attention. This is the first article to address that deficiency. The article reviews and analyzes the CGGs of the fifty largest public companies in the United States. I discovered that CGGs generally do not disclose information on today\u27s most important corporate governance issues: those relating to shareholder rights and environment and social issues (ESG). The NYSE rule is stuck in the corporate governance environment of 2003, when the rule was adopted. It is time for the NYSE to revisit its rule to improve the effectiveness of CGGs. Specifically, I recommend that listed companies should be required to provide more information on policies relating to shareholder rights and ESG. In addition, I recommend that the NYSE should adopt a new approach to CGG disclosure. Rather than simply requiring listed companies to disclose their corporate governance practices, the NYSE should require companies to disclose whether they have adopted a particular corporate governance policy and if they have not, why not. The increased disclosure and the new disclose or explain approach will ensure that shareholders are better informed and will lead to improved corporate governance at public companies.
A Global Constitutional Crisis
Get PDFJustice, justice thou shalt pursue. The Trump administration has recently pushed the World Trade Organization (WTO) into a crisis by gutting its court and waging trade wars. Conventional narratives on this crisis have been state-centered as they ascribe origins of the crisis to domestic politics in key WTO members, especially the United States. This Article divulges both analytical and normative blind spots left by these narratives. This Article, in a Copernican turn, submits a system-driven alternative, in terms of the World Trade Constitution (WTC), which generates rich insights in both diagnosing and prescribing the crisis. The WTC, for the purpose of the Article, does not denote a formal document; rather, it signifies a broad sense of constitutionalism c onsonant with a total set of fundamental normative products, such as practice and precedent, which have historically emerged in the world trading community. This Article tests the resiliency of the WTC by demonstrating various system-maintaining behaviors of WTO members in the face of the crisis. This Article posits that the WTC is culturally stickier than many would believe in that its stakeholders incorporate, by reference, the WTC into the domestic legal and political discourse, even without a formal transposition mechanism. The very fact that the Biden administration was pressured to return to the WTO normalcy is emblematic of the WTC\u27s resiliency. The legal gravitational force of the WTC can also shape daily operations of private businesses at a granular level, even if such force may remain unrecognizable on a surficial level. This Article finally argues that political constitutionalism, through a collective decision-making mechanism (voting), must complement the WTC for the latter\u27s lasting sustainability