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Corporate governance are mechanisms, processes and relations by which corporations are controlled and operated ("governed").
Dodge v. Ford Motor Co., 204 Mich 459; 170 NW 668 (1919), is a case in which the Michigan Supreme Court held that Henry Ford had to operate the Ford Motor Company in the interests of its shareholders, rather than in a manner for the benefit of his employees or customers. It is often taught as affirming the principle of "shareholder primacy" in corporate America, although that teaching has received some criticism. At the same time, the case affirmed the business judgment rule, leaving Ford an extremely wide latitude about how to run the company.
Michael Cole Jensen was an American economist who worked in the field of financial economics. From 1967-1988, he was on the University of Rochester's faculty. Between 2000 and 2009 he worked for the Monitor Company Group, a strategy-consulting firm which became "Monitor Deloitte" in 2013. Until 2000, he held the position of Jesse Isidor Straus Professor of Business Administration at Harvard University.
Jonathan R. Macey is an American legal scholar who serves as the Sam Harris Professor of Corporate Law, Corporate Finance and Securities Law at Yale Law School. Macey is the 4th most cited legal scholar ever in the world in the field of corporate law.
Harold Demsetz was an American professor of economics at the University of California at Los Angeles (UCLA).
Jesus P. Estanislao is a Filipino economist best known for having been the 6th Socio-economic Planning Secretary and concurrent Director-General of the National Economic and Development Authority (NEDA) from 1989-1990, and Secretary of Finance of the Philippines from 1990-1992, during the government of President Corazon Aquino. He presently heads two private institutes committed to governance reforms: the Institute of Corporate Directors, and the Institute for Solidarity in Asia. He also chairs the President's Governance Advisory Council, which advises the Philippine President on governance issues.
Troy A. Paredes served as a Commissioner of the U.S. Securities and Exchange Commission (SEC) from August 1, 2008, to August 3, 2013. Commissioner Paredes was appointed to the SEC by President George W. Bush on June 30, 2008 to replace Paul S. Atkins, a Republican commissioner, who was retiring at the end of his term. Paredes was replaced by Michael Piwowar who was sworn in on August 15, 2013.
The Friedman doctrine, also called shareholder theory, is a normative theory of business ethics advanced by economist Milton Friedman which holds that the social responsibility of business is to increase its profits. This shareholder primacy approach views shareholders as the economic engine of the organization and the only group to which the firm is socially responsible. As such, the goal of the firm is to increase its profits and maximize returns to shareholders. Friedman argues that the shareholders can then decide for themselves what social initiatives to take part in, rather than have an executive whom the shareholders appointed explicitly for business purposes decide such matters for them.
Shareholder primacy is a theory in corporate governance holding that shareholder interests should be assigned first priority relative to all other corporate stakeholders. A shareholder primacy approach often gives shareholders power to intercede directly and frequently in corporate decision-making, through such means as unilateral shareholder power to amend corporate charters, shareholder referendums on business decisions and regular corporate board election contests. The shareholder primacy norm was first used by courts to resolve disputes among majority and minority shareholders, and, over time, this use of the shareholder primacy norm evolved into the modern doctrine of minority shareholder oppression.
Lynn Andrea Stout was an American corporate law scholar. She was a Distinguished Professor of Corporate & Business Law at the Cornell Law School and, before that, the Paul Hastings Professor of Corporate and Securities Law at UCLA Law School. She specialized in researching, writing about, lecturing on, and teaching corporate law, securities and derivatives regulation, law and economics, business ethics, and prosocial behavior in relation to the law. She died on April 16, 2018, at the age of 60 following a long struggle with cancer.
Francis "Frank" Herbert Buckley is a foundation professor at George Mason University School of Law where he has taught since 1989. Before then he was a visiting Olin fellow at the University of Chicago Law School. He has also taught at Panthéon-Assas University, Sciences Po in Paris and the McGill Faculty of Law in Montreal. He practiced law for three years in Toronto.
Kent Greenfield is an American lawyer, Professor of Law and Law Fund Research Scholar at Boston College, and frequent commentator to The Huffington Post. He is the author of The Myth of Choice: Personal Responsibility in a World of Limits and The Failure of Corporate Law: Fundamental Flaws and Progressive Possibilities, published by University of Chicago Press in 2006, and scholarly articles. He is best known for his "stakeholder" critique of the conventional legal doctrine and theory of corporate law, and for his leadership in a legal battle between law schools and the Pentagon over free speech and gay rights.
Ralph Victor Whitworth was an American businessman who was a founder of Relational Investors LLC, a private investment management firm based in San Diego, California, which primarily seeks out value stocks at companies deemed to be underperforming due to poor capital allocation discipline and corporate governance. Whitworth co-founded Relational with David Batchelder in 1996; the firm manages approximately $6 billion, and Whitworth was a principal and member of the Investment Committee.
Fund governance refers to a system of checks and balances and work performed by the governing body (board) of an investment fund to ensure that the fund is operated not only in accordance with law, but also in the best interests of the fund and its investors. The objective of fund governance is to uphold the regulatory principles commonly known as the four pillars of investor protection that are typically promulgated through the investment fund regulation applicable in the jurisdiction of the fund. These principles vary by jurisdiction and in the US, the 1940 Act generally ensure that: (i) The investment fund will be managed in accordance with the fund's investment objectives, (ii) The assets of the investment fund will be kept safe, (iii) When investors redeem they will get their pro rata share of the investment fund's assets, (iv) The investment fund will be managed for the benefit of the fund's shareholders and not its service providers.
William B. Rubenstein is an American legal scholar and the Bruce Bromley Professor of Law at Harvard Law School. Professionally, he specializes in complex litigation and civil rights advocacy. He has advocated widely for the rights of gay, lesbian, and HIV-positive individuals. He teaches civil procedure and complex litigation classes.
Brian Thomas Carroll is an American teacher who was the American Solidarity Party's presidential nominee in the 2020 United States presidential election. He is a proponent of Christian democracy.
Jill E. Fisch is the Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Law School, and Co-Director of the Institute for Law & Economics in the Department of Legal Studies and Business Ethics at the Wharton School of the University of Pennsylvania.
VITAL was a Board Management Software machine learning proprietary software developed by Aging Analytics, a company registered in Bristol (England) and dissolved in 2017. Andrew Garazha declared that the project aimed "through iterative releases and updates to create a piece of software capable of making autonomous investment decisions." According to Nick Dyer-Witheford, VITAL 1.0 was a "basic algorithm".
The Berle–Dodd debate is the name for a series of exchanges over the purposes of the corporation between the New Deal architect, A. A. Berle, and Merrick Dodd, a law professor. In this debate, Berle argued that corporations should "serve ... all society" through legally enforceable rules, and argued that shareholders' interests should ultimately be "equal" or "subordinated to a number of claims by labor, by customers and patrons, by the community". Dodd argued that corporate powers should be regarded as held on "trust" by directors and managers, and considered it "undesirable ... to give increased emphasis ... to the view that business corporations exist for the sole purpose of making profits for their stockholders". This debate has become well known in corporate governance, with widely conflicting interpretations, for the conflict over the extent to which corporations should pursue "shareholder value" or the "public interest". Berle and Dodd agreed that the corporation should pursue the public interest, but were initially at odds in how this was achieved.
John Dirk Morley is an American legal scholar. He is the Augustus E. Lines Professor of Law at Yale Law School, where he also serves as Faculty Director of the Chae Initiative in Private Sector Leadership.
References
- ↑ Professor Stephen Bainbridge Honored with Rutter Award for Excellence in Teaching
- ↑ Directorship 100 for 2008
- ↑ "Donor Lookup". Open Secrets. Retrieved 22 August 2019.
- ↑ Bainbridge, Steve. "Steve Bainbridge". Twitter. Retrieved 14 December 2021.
- ↑ Bainbridge, Stephen. "Announcement: I've joined a new (to me) political party". ProfessorBainbridge.com. Retrieved 14 December 2021.
