{"id":4948,"date":"2023-02-10T15:17:05","date_gmt":"2023-02-10T20:17:05","guid":{"rendered":"https:\/\/journals.law.harvard.edu\/hblr\/?page_id=4948"},"modified":"2025-08-19T12:58:57","modified_gmt":"2025-08-19T16:58:57","slug":"volume-12","status":"publish","type":"page","link":"https:\/\/journals.law.harvard.edu\/hblr\/volume-12\/","title":{"rendered":"Volume 12, Issue 2"},"content":{"rendered":"\n
CORPORATE LAW & GOVERNANCE \u2022 ENVIRONMENTAL, SOCIAL, & GOVERNANCE<\/h5>\n\n\n\n

FRAMING THE ISSUES: BOARD DIVERSITY AND CORPORATE PURPOSE<\/a><\/h3>\n\n\n\n
Joel Seligman<\/em><\/h6>\n\n\n\n

This article makes three key claims. First, Board diversity has a long pedigree and has long involved far more than gender, minority, and LGBTQ+ representation. Second, corporate purpose\u2013long described by state corporate law concepts such as those associated with Dodge v. Ford as a primary purpose to generate profits for shareholders\u2013is wrongly conceived in a period dominated by federal securities and other statutes with broader social purposes, many of which do not emphasize shareholder profits. Properly conceived, corporate purpose today is an amalgam of state corporate law\u2019s primary objective of maximizing shareholder profits and federal social purposes which apply regardless of shareholder profitability, including wealth and income allocation through the tax system, environmental protection, labor and health laws, and mandatory disclosure, and independent directors on audit and compensation committees requirements under federal securities laws. Third, much of the debate over greater board diversity is best understood by focusing on the hard question of how much of corporate social objectives is better achieved through regulatory means rather than changes on the board. Nonetheless, two types of diversity are most wisely pursued today: first, gender, minority, and LGBTQ+ representation and second, the creation of corporate boards in leading United States corporations entirely composed of outside or independent directors.<\/p>\n\n\n\n

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HUMAN RIGHTS & LABOR<\/h5>\n\n\n\n

SHOULD LABOR ABANDON ITS CAPITAL? A REPLY TO CRITICS<\/a><\/h3>\n\n\n\n
David H. Webber<\/em><\/h6>\n\n\n\n

Several recent works have sharply criticized public pension funds and labor union funds (\u201clabor\u2019s capital\u201d). These critiques come from both the left and right. Leftists criticize labor\u2019s capital for undermining worker interests by funding financialization and the growth of Wall Street. Laissez-faire conservatives argue that pension underfunding threatens taxpayers. The left calls for pensions to be replaced by a larger social security system. The libertarian right calls for them to be smashed and scattered into individually managed 401(k)s.<\/p>\n\n\n\n

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SECURITIES & FINANCIAL REGULATION \u2022 ENVIRONMENTAL, SOCIAL, & GOVERNANCE<\/h5>\n\n\n\n

SOCIAL GOOD AND LITIGATION RISK<\/a><\/h3>\n\n\n\n
Adam B. Badawi and Frank Partnoy<\/em><\/h6>\n\n\n\n

Questions about corporations and social good have become central in busi- ness law and legal scholarship. Both academics and practitioners are focused on environmental, social, and governance (ESG) issues, and on the the very purpose of corporations. Meanwhile, some commentators and practitioners have begun to hint that these large questions about social good might be linked to litigation risk. We show, for the first time in the literature, that measures of social good and litigation risk are in fact linked, and we explore the important implications of this new finding.<\/p>\n\n\n\n

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TECHNOLOGY & INNOVATION<\/h5>\n\n\n\n

MONITORING FACEBOOK<\/a><\/h3>\n\n\n\n
Hillary A. Sale<\/em><\/h6>\n\n\n\n

From Facemash to Facebook to Meta, Mark Zuckerberg\u2019s path and com- pany have been fraught with conflicts, controversy, and even illegality.1 Did he steal the idea from the Winklevoss brothers? Has he invaded people\u2019s privacy? Does he care about privacy? Does he mean what he says?2 Does he respect the law? Does he respect his shareholders? Does he respect his stakeholders? The answer to all of the above appears to be, no.<\/p>\n\n\n\n

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HUMAN RIGHTS & LABOR<\/h5>\n\n\n\n

WAGE WARS: THE BATTLE OVER HUMAN CAPITAL ACCOUNTING<\/a><\/h3>\n\n\n\n
Colleen Honigsberg and Shivaram Rajgopal<\/i><\/h6>\n\n\n\n

Over the past few decades, we have seen an explosion of so-called \u201chuman capital firms\u201d\u2014that is, firms that generate value due to the knowledge, skills, competencies, and attributes of their workforce. Yet, despite the value generated by employees, U.S. accounting principles provide virtually no information on firm labor. Barely fifteen percent of firms disclose information as basic as labor costs.<\/p>\n\n\n\n

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HUMAN RIGHTS & LABOR \u2022 ENTREPRENEURSHIP & STARTUPS<\/h5>\n\n\n\n

DOES MANDATORY BOARD GENDER-BALANCING REDUCE FIRM VALUE?<\/a><\/h3>\n\n\n\n
B. Espen Eckbo, Knut Nygaard, and Karin S. Thornburn<\/i><\/h6>\n\n\n\n

Mandated board gender balancing is a social-policy instrument, which in principle is unrelated to concerns about firms\u2019 economic performance. Nonetheless, imposing such a policy may have unintended consequences (positive or negative) for firm value, which is important for all of the firm\u2019s constituencies\u2014not only shareholders. In this paper, we highlight and extend our recent research on the economic effects of Norway\u2019s pioneering gender-quota law, which forced board gender balancing of all domestic public limited corporations by early 2008. This research subsumes and econometrically corrects controversial conclusions of extant studies. Most important, our research shows that quota-induced changes in market valuations and operating performance were both ec- onomically and statistically negligible. Furthermore, we show that corporate conversions to a legal form that prevents the firm from raising public equity capital\u2014but does not require gender balancing\u2014were unrelated to the company\u2019s pre-quota female director shortfall. We also present new evidence that boards managed to preserve directors\u2019 large-firm CEO experience without in- creasing director busyness. We conclude that the supply of qualified female director candidates was sufficiently large to avoid board concentration and negative economic effects of the quota restriction.<\/p>\n\n\n\n

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CORPORATE LAW & GOVERNANCE \u2022 ENVIRONMENTAL, SOCIAL, & GOVERNANCE<\/h5>\n\n\n\n

BOARD COMMITTEE CHARTERS AND ESG ACCOUNTABILITY<\/a><\/h3>\n\n\n\n
Lisa M. Fairfax<\/em><\/h6>\n\n\n\n

In the last few years, we have witnessed a sharp increase in corporate attention on environmental, sustainability, and governance (\u201cESG\u201d). This increase has been propelled and buttressed by pressure from an ever-widening array of large and influential shareholders, as well as non-shareholder stakeholders, prompting many to assert that ESG has gone \u201cmainstream.\u201d The steep rise in corporate focus on ESG has inevitably prompted discourse around accountability as we seek to ensure that corporations deliver on their ESG goals and commitments. A wide range of accountability measures has been discussed, proposed, and even implemented, from increased ESG disclosure to tying ESG goals to CEO comp<\/p>\n","protected":false},"excerpt":{"rendered":"

CORPORATE LAW & GOVERNANCE \u2022 ENVIRONMENTAL, SOCIAL, & GOVERNANCE FRAMING THE ISSUES: BOARD DIVERSITY AND CORPORATE PURPOSE Joel Seligman This article […]<\/p>\n","protected":false},"author":109,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"site-sidebar-layout":"default","site-content-layout":"","ast-site-content-layout":"default","site-content-style":"default","site-sidebar-style":"default","ast-global-header-display":"","ast-banner-title-visibility":"","ast-main-header-display":"","ast-hfb-above-header-display":"","ast-hfb-below-header-display":"","ast-hfb-mobile-header-display":"","site-post-title":"","ast-breadcrumbs-content":"","ast-featured-img":"","footer-sml-layout":"","ast-disable-related-posts":"","theme-transparent-header-meta":"","adv-header-id-meta":"","stick-header-meta":"","header-above-stick-meta":"","header-main-stick-meta":"","header-below-stick-meta":"","astra-migrate-meta-layouts":"default","ast-page-background-enabled":"default","ast-page-background-meta":{"desktop":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"ast-content-background-meta":{"desktop":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"jetpack_post_was_ever_published":false,"footnotes":""},"class_list":["post-4948","page","type-page","status-publish","hentry"],"jetpack_shortlink":"https:\/\/wp.me\/PgKEUK-1hO","jetpack-related-posts":[{"id":5258,"url":"https:\/\/journals.law.harvard.edu\/hblr\/corporate-law-governance\/","url_meta":{"origin":4948,"position":0},"title":"Corporate Law & Governance","author":"wgu","date":"February 15, 2025","format":false,"excerpt":"VOLUME 15 \u2022 COLUMNS THE DUAL CLASS DILEMMA AND THE SUNSET-CLAUSE SOLUTION\u00a0 Adrian Brown The desirability of dual-class stock has been a source of substantial controversy. Some scholars, commentators, and industry participants are wholly in favor of such arrangements. Others are wholly opposed. While neither of these diametrically opposed views\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":4916,"url":"https:\/\/journals.law.harvard.edu\/hblr\/hblr-online-volume-12\/","url_meta":{"origin":4948,"position":1},"title":"Volume 12 (2021-2022)","author":"wgu","date":"February 26, 2022","format":false,"excerpt":"ENVIRONMENTAL, SOCIAL, & GOVERNANCE \u2022 INVESTING & ASSET MANAGEMENT BROWN ASSETS FOR THE PRUDENT INVESTOR Alon Brav and J.B. Heaton Most commentary on climate-themed investment treats climate change as a one-way risk to brown assets from a hoped-for transition to a low-carbon economy. But the converse holds as well. Brown\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":4672,"url":"https:\/\/journals.law.harvard.edu\/hblr\/hblr-online-volume-9\/","url_meta":{"origin":4948,"position":2},"title":"Volume 9 (2018\u20132019)","author":"wgu","date":"May 9, 2019","format":false,"excerpt":"HUMAN RIGHTS & LABOR SAVING LIVES THROUGH SHAMING Sharon Yadin The Occupational Safety and Health Administration (OSHA) routinely employs shaming tactics toward employers, using public denunciations disseminated through social media, press releases, and online databases. These tactics, termed by the agency \u201cregulation by shaming,\u201d aim to name and shame companies\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":2,"url":"https:\/\/journals.law.harvard.edu\/hblr\/organization\/","url_meta":{"origin":4948,"position":3},"title":"Organization","author":"wpengine","date":"September 9, 2010","format":false,"excerpt":"The Harvard Business Law Review (HBLR) is a student organization of Harvard Law School that publishes a print volume entitled the Harvard Business Law Review, currently lead by Editors in Chief Joseph Ravenna IV and Savannah Huitema for its Volume XV edition. The print volume appears in two issues per\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]},{"id":5247,"url":"https:\/\/journals.law.harvard.edu\/hblr\/business-corporations\/","url_meta":{"origin":4948,"position":4},"title":"Business & Corporations","author":"wgu","date":"February 15, 2025","format":false,"excerpt":"VOLUME 14 \u2022 ISSUE 1 \u2022 PRINT RETHINKING COMMERCIAL LAW'S UNCERTAIN BOUNDARIES Steven L. Schwarcz Although it is an essential part of business law, commercial law has uncertain boundaries. That uncertainty creates significant legal ambiguities and inconsistencies, confusing lawyers and courts and causing misinterpretations that disrupt commerce and reduce efficiency.\u2026","rel":"","context":"Similar post","block_context":{"text":"Similar post","link":""},"img":{"alt_text":"","src":"","width":0,"height":0},"classes":[]}],"jetpack_sharing_enabled":true,"_links":{"self":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/pages\/4948","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/users\/109"}],"replies":[{"embeddable":true,"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/comments?post=4948"}],"version-history":[{"count":0,"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/pages\/4948\/revisions"}],"wp:attachment":[{"href":"https:\/\/journals.law.harvard.edu\/hblr\/wp-json\/wp\/v2\/media?parent=4948"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}