The idea of corporate versus nation-state Suppose the CEO and board of directors of Sony decided that North Korea is responsible for the hacking to which they've been subjected and decided to hit back. So they hire the best cyber warriors available to create internet viruses and so on to take out as much of North Korea's infrastructure as possible (such as it is). It'd make a great science fiction story (has it been written?), but it also raises some legal questions:
Criminal violation of international law?
Criminal violation of domestic law (of which nation)?
Breach of fiduciary duty to shareholders? (Conscious violation of criminal law is a breach under Delaware corporate law.)
Plus, I'm sure I'm missing a lot of other issues. Mainly I'm wondering of anybody has thought about this stuff?
Leon Rothberg, Ph.D., a 58-year-old professor of English Literature at Ohio State University, was shocked and saddened Monday after receiving a sub-par mid-semester evaluation from freshman student Chad Berner. The circles labeled 4 and 5 on the Scan-Tron form were predominantly filled in, placing Rothberg’s teaching skill in the “below average” to “poor” range. ...
The English Department administration at Ohio State is taking a hard look at Rothberg’s performance in the wake of Berner’s poor evaluation.
“Students and the enormous revenue they bring in to our institution are a more valued commodity to us than faculty,” Dean James Hewitt said. “Although Rothberg is a distinguished, tenured professor with countless academic credentials and knowledge of 21 modern and ancient languages, there is absolutely no excuse for his boring Chad with his lectures. Chad must be entertained at all costs.”
The influence of the "trigger
warnings" movement is now so pervasive that many law professors
can't even teach a class on a delicate subject without facing an
onslaught of requests from students for feelings accommodation.
Harvard Law School Professor Jeannie Suk
sheds light on the difficulty of teaching students about rape
law when the forecast for campus is always persistent
Students seem more anxious about classroom discussion, and about
approaching the law of sexual violence in particular, than they
have ever been in my eight years as a law professor. Student
organizations representing women’s interests now routinely advise
students that they should not feel pressured to attend or
participate in class sessions that focus on the law of sexual
violence, and which might therefore be traumatic. These
organizations also ask criminal-law teachers to warn their classes
that the rape-law unit might “trigger” traumatic memories.
Individual students often ask teachers not to include the law of
rape on exams for fear that the material would cause them to
perform less well. One teacher I know was recently asked by a
student not to use the word “violate” in class—as in “Does this
conduct violate the law?”—because the word was triggering. Some
students have even suggested that rape law should not be taught
because of its potential to cause distress.
Suk—who is one of the signatories on
this statement of opposition to Harvard's illiberal sexual
assault policy—goes on to note that the very real, terrible
consequence of not teaching rape law will be the proliferation of
lawyers ill-equipped to deal with such matters. Victims of sexual
assault deserve competent legal representation; the legal system
needs prosecutors, defense attorneys, and judges who have
vigorously studied the nuances of rape adjudication. Social
progress on all these fronts will be rolled back if law professors
stop educating students about rape. That would be a travesty of
A University of Michigan department chairwoman has published an article titled, “It’s Okay To Hate Republicans,” which will probably make all of her conservative students feel really comfortable and totally certain that they’re being graded fairly.
“I hate Republicans,” communications department chairwoman and professor Susan J. Douglas boldly declares in the opening of the piece. “I can’t stand the thought of having to spend the next two years watching Mitch McConnell, John Boehner, Ted Cruz, Darrell Issa or any of the legions of other blowhards denying climate change, thwarting immigration reform or championing fetal ‘personhood.’” ...
Republicans now, she writes, are focused on the “determined vilification” of others, and have “crafted a political identity that rests on a complete repudiation of the idea that the opposing party and its followers have any legitimacy at all.”
(Apparently, the irony of this accusation given the content of her own article was lost on her.)
If a conservative professor were to publicly state "I hate Democrats," all heck would break loose. But somehow I suspect Douglas will just get a pat on the back.
This paper supports the objective of the proposed revision of the Shareholder Rights Directive (Directive 2007/36/EC), that is, to contribute to the long-term sustainability of EU companies. However, it expresses concern that the measures being considered will not achieve their intended purpose, and worse, that they may have unintended negative consequences. The fundamental issue is that shareholder empowerment will not, on its own, improve corporate governance or contribute to sustainable growth in the EU.
Short-termism was one of the root causes of the financial crisis. It has not been adequately addressed to promote sustainable European growth over the long-term. Despite the Commission’s well-intentioned efforts, the proposed revision falls far short of addressing the underlying causes of short-termism so as to prevent future crises.
The current proposal relies exclusively on shareholders to drive the shift to a longer-term perspective. Especially after the financial crisis, there is no clear reason for this exclusive reliance on shareholders. Although shareholders have and should have specific rights in corporate governance, shareholders do not own companies. Their relationship with the company is a contractual one, just like that of creditors and employees. Moreover, shareholders differ considerably in their time frames and approaches. Some shareholders are committed to holding for the long-term, whilst others only hold for the short-term. It is important that the former group become more engaged; however, there is a danger that the proposed revision will further empower shareholders with a short-term orientation. For this reason, there is a need for further measures to complement the proposed revision and achieve the goal of a longer-term approach to corporate governance. The paper suggests minor changes to the proposal and canvasses some more far-reaching changes.
Johnston, Andrew and Morrow, Paige, Commentary on the Shareholder Rights Directive (December 8, 2014). University of Oslo Faculty of Law Research Paper No. 2014-41. Available at SSRN:http://ssrn.com/abstract=2535274
One of the reasons empirical scholarship often bugs me is that the answers you get are so dependent on how you set up the problem and crunch the numbers. One is frequently reminded of Harry S Truman's plea for a one handed economist.
Case in point:
In October 22nd 2014, ISS published a note on the financial consequences for shareholders to vote “NO” to a proposed takeover (available in an article by Steven Davidoff Solomon,“The Consequences of Saying No to a Hostile Takeover Bid”, published on October 28th, 2014, in the New York Times DealBook). ISS claims to have demonstrated that those shareholders who voted “No” to a proposed takeover of their company would have been better off financially, had they agreed to the takeover.
Unfortunately, the ISS note does not support such a blanket statement. Our take on the ISS paper highlights many debatable aspects of their analysis. We show that the paper produced by ISS to support the position of hostile bidders falls flat. It is marred by dubious analytical choices, questionable metrics and the remarkable absence of a key investment parameter, the risk/return relationship.
For everyone planning on attending the AALS Annual Meeting in DC -- and for any law professors or law students who'll be in the area in early January! -- here's information about the upcoming Lumen Christi / Law Professors Christian Fellowship event, featuring our own Rob Vischer and Prof. Barbara Armacost (U. Virginia). Sign up now!
I won't be there, of course, because I never go anywhere I can't get to in my RV. But people willing to subject themselves to the terrors and trials of modern air travel should probably go. I've been to several of their events over the years and they are always rewarding.
The UCLA Faculty Association Blog reports that more special interest groups are piling on the divestment bandwagon:
The idea of divesting university pension and endowment funds from various causes continues. First it was fossil fuel and Israel. Now it's Turkey:
The Armenian Students’ Association held a town hall Thursday to educate students about and receive feedback on a resolution it plans to bring to the undergraduate student government calling for the University of California Board of Regents to divest from the Republic of Turkey. From 1915 until 1923, Turkish authorities massacred about 1.5 million Armenians in the then-crumbling Ottoman Empire, leading to the seizure of Armenian land and forcing a diaspora of the Armenian people. “This resolution is economic with a political end,” said Sevana Manukian, a fourth-year human biology and society student and a member of the Armenian Students’ Association. “We want (the Republic of Turkey) to recognize a historical tragedy.” ...
If this keeps up, higher education won't be able to invest in anything.
I have written about the stupidity/immorality of divestment before at length (see the archives), so I was pleased to see that the author of the blog post has a very sensible take on the issue:
The problem with all of these propositions is that they involve using money of someone else to promote causes that may not be supported by all of those other people - and typically at zero cost to the proposers. In each case, the proposers can say that the cost of just their divestment would be small (due to less diversification of the portfolio), but when everyone gets their pet cause included, the potential costs rise. Obviously, the $65 million referenced in the article above is a tiny fraction of the total pension and endowment. But suppose divestment fever at some point extends to China (no elections, other human rights issues)? Companies that do business with Saudi Arabia (no elections, repression of women, religious intolerance)? Etc. Etc.
One rarely encounters such sound common sense in the academy, let alone this particular outpost.