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A New Discourse Theory Of The Firm After Citizens United
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Book Synopsis A New Discourse Theory of the Firm After Citizens United by : Michael R. Siebecker
Download or read book A New Discourse Theory of the Firm After Citizens United written by Michael R. Siebecker and published by . This book was released on 2010 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Could a new “discourse theory” of the firm provide a better way than existing corporate law principles to understand the evolving nature of the firm and the role shareholders should play in corporate governance? Two recent developments provide a special urgency for considering the question. First, the Supreme Court's decision in Citizens United v. FEC, which grants to corporations essentially the same political speech rights as individuals, will affect democracy at its core by allowing corporations to dominate the political agenda and public opinion. Second, the Securities and Exchange Commission's adoption of a new Rule 14a-11, which grants to certain shareholders the right to nominate directors using the corporation's own proxy, could effectively serve as a check on creeping corporate influence in all realms of society. Those two developments combine to signal a potentially tectonic shift in the nature of the corporation and to beckon for a more descriptively accurate theory of the corporation capable of accommodating such a change. But why is a new discourse theory necessary to answer effectively questions about the nature of the firm and expansion of shareholder rights? Quite simply, the corporation has evolved from a simple investment vehicle for generating wealth. Accordingly, the underlying theories governing corporate behavior should evolve as well. The decisions affecting some of the most important aspects of our individual and communal lives now get made inside the boardroom rather than in the public eye. And, in the wake of Citizens United, corporate actors may likely dominate the political agenda and public opinion on any matters that remain open for discussion in the public realm. In some real sense, the ability to direct corporate decisions represents the ability to control political life. Not only does a new discourse theory of the firm accurately attend to the evolving nature of the corporation, but it provides rather clear guidance on whether the SEC should promote enhanced shareholder suffrage through director nomination rights. Within a new discourse theory of the firm, providing shareholders the right to nominate directors represents a clear first step in enhancing a continual engagement between corporate managers and the shareholders they serve. Moreover, enhanced discourse necessarily promotes a more efficient level of shareholder suffrage than current corporate law provides.
Book Synopsis The Cambridge Handbook of Stakeholder Theory by : Jeffrey S. Harrison
Download or read book The Cambridge Handbook of Stakeholder Theory written by Jeffrey S. Harrison and published by Cambridge University Press. This book was released on 2019-05-09 with total page 301 pages. Available in PDF, EPUB and Kindle. Book excerpt: A comprehensive foundation for stakeholder theory, written by many of the most respected and highly cited experts in the field.
Book Synopsis Shareholder Activism and the Law by : Ekrem Solak
Download or read book Shareholder Activism and the Law written by Ekrem Solak and published by Routledge. This book was released on 2020-05-04 with total page 237 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book provides a complete framework for contemporary shareholder activism and its implications for US corporate governance, which is based on director primacy theory. Under director primacy theory, shareholders do not wish to be involved in the management of the company; in the rare event that they wish to be involved, it is considered a transfer of power from the board of directors to shareholders, which in turn reduces the efficiency of centralised decision-making in public companies. However, this book demonstrates that shareholders do not use their power to transfer corporate control from the board to themselves, and that some form of shareholder activism is even collaborative, which is a new paradigm for US corporate governance. This book shows that while monitoring remains a key contribution of shareholders, they also bring new informational inputs to corporate decision-making that could not be obtained under the traditional board model. Accordingly, contemporary shareholder activism enhances the board’s decision-making and monitoring capacity, without undermining the economic value of the board's authority. Therefore, this book argues that the complete approach of contemporary shareholder activism should be accommodated into US corporate governance. In doing so, this book considers not only legal and regulatory developments in the wake of the 2007–2008 financial crisis, but also the governance developments through by-law amendments. Furthermore, the author makes several recommendations to soften the current director primacy model: establishing a level playing field for private ordering, adopting the proxy access default regime, the majority voting rule, the universal proxy rules, and enhancing the disclosure requirements of shareholders. The book will be of interest to academics and students of corporate governance, both in the US and internationally.
Book Synopsis Capitalism v. Democracy by : Timothy K. Kuhner
Download or read book Capitalism v. Democracy written by Timothy K. Kuhner and published by Stanford University Press. This book was released on 2014-06-25 with total page 377 pages. Available in PDF, EPUB and Kindle. Book excerpt: As of the latest national elections, it costs approximately $1 billion to become president, $10 million to become a Senator, and $1 million to become a Member of the House. High-priced campaigns, an elite class of donors and spenders, superPACs, and increasing corporate political power have become the new normal in American politics. In Capitalism v. Democracy, Timothy Kuhner explains how these conditions have corrupted American democracy, turning it into a system of rule that favors the wealthy and marginalizes ordinary citizens. Kuhner maintains that these conditions have corrupted capitalism as well, routing economic competition through political channels and allowing politically powerful companies to evade market forces. The Supreme Court has brought about both forms of corruption by striking down campaign finance reforms that limited the role of money in politics. Exposing the extreme economic worldview that pollutes constitutional interpretation, Kuhner shows how the Court became the architect of American plutocracy. Capitalism v. Democracy offers the key to understanding why corporations are now citizens, money is political speech, limits on corporate spending are a form of censorship, democracy is a free market, and political equality and democratic integrity are unconstitutional constraints on money in politics. Supreme Court opinions have dictated these conditions in the name of the Constitution, as though the Constitution itself required the privatization of democracy. Kuhner explores the reasons behind these opinions, reveals that they form a blueprint for free market democracy, and demonstrates that this design corrupts both politics and markets. He argues that nothing short of a constitutional amendment can set the necessary boundaries between capitalism and democracy.
Book Synopsis First Amendment Institutions by : Paul Horwitz
Download or read book First Amendment Institutions written by Paul Horwitz and published by Harvard University Press. This book was released on 2013-01-07 with total page 490 pages. Available in PDF, EPUB and Kindle. Book excerpt: Addressing a host of hot-button issues, from the barring of Christian student groups and military recruiters from law schools and universities to churches’ immunity from civil rights legislation in hiring and firing ministers, Paul Horwitz proposes a radical reformation of First Amendment law. Arguing that rigidly doctrinal approaches can’t account for messy, real-world situations, he suggests that the courts loosen their reins and let those institutions with a stake in First Amendment freedoms do more of the work of enforcing them. Universities, the press, libraries, churches, and various other institutions and associations are a fundamental part of the infrastructure of public discourse. Rather than subject them to ill-fitting, top-down rules and legal categories, courts should make them partners in shaping public discourse and First Amendment law, giving these institutions substantial autonomy to regulate their own affairs. Self-regulation and public criticism should be the key restraints on these institutions, not judicial fiat. Horwitz suggests that this approach would help the law enhance the contribution of our “First Amendment institutions” to social and political life. It would also move us toward a conception of the state as a participating member of our social framework, rather than a reigning and often overbearing sovereign. First Amendment Institutions offers a new vantage point from which to evaluate ongoing debates over topics ranging from campaign finance reform to campus hate speech and affirmative action in higher education. This book promises to promote—and provoke—important new discussions about the shape and future of the First Amendment.
Book Synopsis The Cambridge Handbook of Social Enterprise Law by : Benjamin Means
Download or read book The Cambridge Handbook of Social Enterprise Law written by Benjamin Means and published by Cambridge University Press. This book was released on 2019-01-03 with total page 831 pages. Available in PDF, EPUB and Kindle. Book excerpt: Growing numbers of employees, consumers, and investors want companies to be truly good; these stakeholders will accept lower economic returns in order to support companies that prioritize sustainability, fair wages, and fair trade. Unlike charities or non-profit organizations, such companies - or social enterprises - are not only permitted but also expected to produce an economic return for investors. Yet, unlike traditional business ventures, social enterprises have no obligation to maximize profits, even on a long-term basis. In this comprehensive volume, Benjamin Means and Joseph W. Yockey bring together leading legal scholars and practitioners to offer an authoritative guide to social enterprise law and policy. The Cambridge Handbook of Social Enterprise Law takes stock of the field and charts a course for its future development. It should be read by entrepreneurs, investors, practitioners, academics, students and anyone else interested in how companies are evolving to address new demands for capitalism with a conscience.
Download or read book UCLA Women's Law Journal written by and published by . This book was released on 2013 with total page 204 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis We the Corporations: How American Businesses Won Their Civil Rights by : Adam Winkler
Download or read book We the Corporations: How American Businesses Won Their Civil Rights written by Adam Winkler and published by Liveright Publishing. This book was released on 2018-02-27 with total page 384 pages. Available in PDF, EPUB and Kindle. Book excerpt: A landmark exposé and “deeply engaging legal history” of one of the most successful, yet least known, civil rights movements in American history (Washington Post). In a revelatory work praised as “excellent and timely” (New York Times Book Review, front page), Adam Winkler, author of Gunfight, once again makes sense of our fraught constitutional history in this incisive portrait of how American businesses seized political power, won “equal rights,” and transformed the Constitution to serve big business. Uncovering the deep roots of Citizens United, he repositions that controversial 2010 Supreme Court decision as the capstone of a centuries-old battle for corporate personhood. “Tackling a topic that ought to be at the heart of political debate” (Economist), Winkler surveys more than four hundred years of diverse cases—and the contributions of such legendary legal figures as Daniel Webster, Roger Taney, Lewis Powell, and even Thurgood Marshall—to reveal that “the history of corporate rights is replete with ironies” (Wall Street Journal). We the Corporations is an uncompromising work of history to be read for years to come.
Book Synopsis University of Florida Journal of Law and Public Policy by :
Download or read book University of Florida Journal of Law and Public Policy written by and published by . This book was released on 2012-12 with total page 188 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book UC Irvine Law Review written by and published by . This book was released on 2012 with total page 252 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Unfree Speech by : Samantha Sellinger
Download or read book Unfree Speech written by Samantha Sellinger and published by Princeton University Press. This book was released on 2009-02-09 with total page 301 pages. Available in PDF, EPUB and Kindle. Book excerpt: At a time when campaign finance reform is widely viewed as synonymous with cleaning up Washington and promoting political equality, Bradley Smith, a nationally recognized expert on campaign finance reform, argues that all restriction on campaign giving should be eliminated. In Unfree Speech, he presents a bold, convincing argument for the repeal of laws that regulate political spending and contributions, contending that they violate the right to free speech and ultimately diminish citizens' power. Smith demonstrates that these laws, which often force ordinary people making modest contributions of cash or labor to register with the Federal Election Commission or various state agencies, fail to accomplish their stated objectives. In fact, they have worked to entrench incumbents in office, deaden campaign discourse, burden grassroots political activity with needless regulation, and distance Americans from an increasingly professional, detached political class. Rather than attempting to plug "loopholes" in campaign finance law or instituting taxpayer-financed campaigns, Smith proposes a return to core First Amendment values of free speech and an unfettered right to engage in political activity. Smith finds that campaign contributions have little corrupting effect on the legislature and shows that an unrestrained system of contributions and spending actually enhances equality. More money, not less, is needed in the political system, Smith concludes. Unfree Speech draws upon constitutional law and historical research to explain why campaign finance regulation is doomed and to illustrate the potentially drastic costs of efforts to make it succeed. Whatever one thinks about the impact of money on electoral politics, no one should take a final stand without reading Smith's controversial and important arguments.
Download or read book West Virginia Law Review written by and published by . This book was released on 2011 with total page 864 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Citizenship in Hard Times by : Sara Wallace Goodman
Download or read book Citizenship in Hard Times written by Sara Wallace Goodman and published by Cambridge University Press. This book was released on 2022-01-20 with total page 235 pages. Available in PDF, EPUB and Kindle. Book excerpt: What do citizens do in response to threats to democracy? This book examines the mass politics of civic obligation in the US, UK, and Germany. Exploring threats like foreign interference in elections and polarization, Sara Wallace Goodman shows that citizens respond to threats to democracy as partisans, interpreting civic obligation through a partisan lens that is shaped by their country's political institutions. This divided, partisan citizenship makes democratic problems worse by eroding the national unity required for democratic stability. Employing novel survey experiments in a cross-national research design, Citizenship in Hard Times presents the first comprehensive and comparative analysis of citizenship norms in the face of democratic threat. In showing partisan citizens are not a reliable bulwark against democratic backsliding, Goodman identifies a key vulnerability in the mass politics of democratic order. In times of democratic crisis, defenders of democracy must work to fortify the shared foundations of democratic citizenship.
Book Synopsis A Theory of Contestation by : Antje Wiener
Download or read book A Theory of Contestation written by Antje Wiener and published by Springer. This book was released on 2014-08-14 with total page 104 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Theory of Contestation advances critical norms research in international relations. It scrutinises the uses of ‘contestation’ in international relations theories with regard to its descriptive and normative potential. To that end, critical investigations into international relations are conducted based on three thinking tools from public philosophy and the social sciences: The normativity premise, the diversity premise and cultural cosmopolitanism. The resulting theory of contestation entails four main features, namely types of norms, modes of contestation, segments of norms and the cycle of contestation. The theory distinguishes between the principle of contestedness and the practice of contestation and argues that, if contestedness is accepted as a meta-organising principle of global governance, regular access to contestation for all involved stakeholders will enhance legitimate governance in the global realm.
Book Synopsis Discourse Theory and Critical Media Politics by : L. Dahlberg
Download or read book Discourse Theory and Critical Media Politics written by L. Dahlberg and published by Springer. This book was released on 2011-10-12 with total page 267 pages. Available in PDF, EPUB and Kindle. Book excerpt: A systematic examination of the relationship between post-Marxist discourse theory and media studies. This volume interrogates discourse theory – as read via the work of Ernesto Laclau and Chantal Mouffe – through an engagement with major approaches to critical media politics and a range of issues in contemporary media politics.
Book Synopsis Between Facts and Norms by : Jürgen Habermas
Download or read book Between Facts and Norms written by Jürgen Habermas and published by John Wiley & Sons. This book was released on 2015-10-08 with total page 637 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is Habermas's long awaited work on law, democracy and the modern constitutional state in which he develops his own account of the nature of law and democracy.
Book Synopsis Analysing Political Discourse by : Paul Chilton
Download or read book Analysing Political Discourse written by Paul Chilton and published by Routledge. This book was released on 2004-08-02 with total page 244 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is an essential read for anyone interested in the way language is used in the world of politics. Based on Aristotle's premise that we are all political animals, able to use language to pursue our own ends, the book uses the theoretical framework of linguistics to explore the ways in which we think and behave politically. Contemporary and high profile case studies of politicians and other speakers are used, including an examination of the dangerous influence of a politician's words on the defendants in the Stephen Lawrence murder trial. International in its perspective, Analysing Political Discourse also considers the changing landscape of political language post-September 11, including the increasing use of religious imagery in the political discourse of, amongst others, George Bush. Written in a lively and engaging style, this book provides an essential introduction to political discourse analysis.
