From our friends at Wake Forest comes this announcement:
Wake Forest University School of Law welcomes applications for a Visiting Assistant Professor (VAP) to teach Civil Procedure in the 2013-2014 academic year, and perhaps beyond. Additional information is here.
Thank you to our Masters for two days of provocative and insightful posts on what the Chick-fil-A controversy means for the current state of corporate social responsibility.
The complete set of posts in the forum can be viewed here.
For those of you looking for weekend reading, here is a (tiny) sample of very recent writings by scholars with a history of provocative writing on the field of CSR:
- Chris Bruner’s article Conceptions of Corporate Purpose in Post-Crisis Financial Firms; and
- Ian Lee’s chapter “The Role of Public Interest in Corporate Law” in the brand new Research Handbook on the Economics of Corporate Law (edited by Claire Hill and our very own Conglomerate Master, Brett McDonnell)
Claire and Brett’s new volume also includes contributions on “Corporate Constituencies” by Stephen Bainbridge, Margaret Blair, Chuck Whitehead, and our current Master Matt Bodie, as well as our own Gordon Smith.
There is a lot more good stuff in the Handbook – including chapters by Lisa Fairfax and our current Master Steven Davidoff. Congratulations to Claire, Brett, and their contributors!
We have decided to convene a late summer forum of the Conglomerate Masters -- our roster of distinguished corporate and financial law professors -- to discuss the current state of corporate social responsibility. In particular, we wanted to address the controversy over Chick-fil-A's corporate stance against same sex marriage and to use this Economist blog post as a jumping off-point.
The Economist blogger contends that Chick-fil-A's culture is in fact a prime example of a firm embracing corporate social responsibility (or "CSR") - albeit not with the politics that one traditionally associates with that movement. The blogger concludes that the Chick-fil-A example demonstrates that matters of social policy should best be left to democratic institutions. He or she writes:
Matters of moral truth aside, what's the difference between buying a little social justice with your coffee and buying a little Christian traditionalism with your chicken? There is no difference. Which speaks to my proposition that CSR, when married to norms of ethical consumption, will inevitably incite bouts of culture-war strife. CSR with honest moral content, as opposed to anodyne public-relations campaigns about "values", is a recipe for the politicisation of production and sales. But if we also promote politicised consumption, we're asking consumers to punish companies whose ideas about social responsibility clash with our own. Or, to put it another way, CSR that takes moral disagreement and diversity seriously—that really isn't a way of using corporations as instruments for the enactment of progressive social change that voters can't be convinced to support—asks companies with controversial ideas about social responsibility to screw over their owners and creditors and employees for...what?
It is a provocative argument. Although one wonders if the author would have made this same series of arguments in the 1960s: would the author have encouraged civil rights protesters to abandon lunch-counter sit-ins and lobby state legislators instead?
Still, the Chick-fil-A example raises some disquieting questions for CSR, which our Masters may address. These include:
Is corporate law the most effective or legitimate tool for social change? If we are worried about environmental degradation, is the solution to broaden the stakeholders to whom a corporation must answer? Or shouldn't we look instead to environmental law?
Is CSR viewpoint neutral? When covering CSR in a Corporations course, I ask students whether social activists who are lobbying a corporation to change what they see as immoral employment practices, should be able to put their views to a shareholder vote? Then I ask whether the answer would or should change based on whether the activists are looking to end racial or gender discrimination or whether they are lobbying a company to stop offering benefits to partners in same sex couples.
At the same time, the current state of legal affairs raises some disquieting questions for opponents of CSR too. The conclusion in the Economist blog -- leave social policy to democratic institutions and public law -- has a long lineage. It harkens back to Milton Friedman's arguments that corporations and the states do and should exist in separate spheres; if citizens want to change corporate policy, the argument goes, they should act through the political process and push through public regulation.
But, the separate spheres argument looks more and more outdated, as corporations influence and permeate the sphere of government. Do arguments to leave regulating the public dimension of corporate behavior out of corporate law and governance -- and leave it to traditional legislative and regulatory bodies -- appear naive in a post-Citizens United (and post-public choice)world?
Also, do these same questions for proponents and critics of CSR apply in equal measure to the growing field of social entrepreneurship? Can entrepreneurs do well while doing good? Should we expect them too? Is social entrepreneurship a workable, stable, and viewpoint neutral concept? If so, what does it entail? Does/should CSR apply equally to small businesses and startups as to global corporations?
We look forward to hearing from our Masters...
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Now that the standards of financial supervision are designed internationally, the signature problem of international rules is something that financial regulators need to deal with. The problem: how do you enforce laws in an anarchic world with no courts, cops, or central authority?
In IFR, the solution has been to turn to peer review to do the trick. Since the financial crisis, the FSB and Basel Committee have conducted peer reviews of member countries and particular issue areas. For example, yesterday, Basel announced the results of its peer review of the powers of its members to engage in stress testing of banks (whereby you run models hypothesizing catastrophic conditions on bank balance sheets), something that Basel feels is necessary for effective supervision. The report is kind of interesting in its not-very-interestingness. Although the report indicates that half the members are in the early stages of developing adequate stress-testing protocols, no laggard country is identified, and much of the writing looks not so much like peer evaluation, as it is the sharing of best practices - a subject you can read my wisdom on here.
Still, peer review is a pretty good idea, given the lack of more forceful alternatives for requiring implementation of international rules. My guess is that the institutionalization of it in IFR will spread more broadly to other international institutions.
The School of Law, Trinity College Dublin and McCann FitzGerald are delighted to announce the establishment of the McCann FitzGerald Chair in Corporate Law. This is a full-time permanent position in Ireland’s oldest and most prestigious Law School, and we are seeking applications from suitably qualified candidates in Corporate Law specialising in areas such as corporate governance or securities law.
Trinity College Dublin? Very cool.
We would like to extend a warm welcome to Guest Bloggers Tom Fitzpatrick and Kathleen Engel, who will be with us for the next two weeks. Tom is an economist with the Federal Reserve Bank of Cleveland (with a law degree to boot) and Kathleen is Associate Dean for Intellectual Life and Professor of Law at Suffolk University Law School.
(Please note the disclaimer that Tom gives that anything he writes in the blog is not the necessarily the opinion of his employer.)
Welcome, Tom and Kathleen! We look forward to reading their posts on consumer finance and more.
We are delighted to have Marcia Narine guest blog with us for the next two weeks. Marcia is a Visiting Assistant Professor of Law at UMKC School of Law. Her writing and teaching focuses on corporate governance, compliance, social responsibility and legal ethics. Prior to UMKC, she had a long career in business and in private practice, including as in-house counsel. Take it away, Marcia!
I would like to thank The Conglomerate for giving me the opportunity to guest blog for the last two weeks. It was a truly wonderful experience, and I look forward to guest blogging again in the future!
We are fortunate to have Diane Lourdes Dick guest blog with us for the next two weeks. Diane recently joined the faculty at the Seattle University School of Law after practicing as a transactional lawyer. She brings to her research and teaching both her experience as a tax lawyer and social science perspectives. We look forward to reading her posts and learning more about her research.
Alas, my time here has drawn to a close - and I must regretfully bid the Glom's readership farewell.
It's been an honor and a privilege to be able to share my thoughts with you this way, and to be associated with The Glom as a "guest blogger."
I hope you found my posts truly pathbreaking and stunningly insightful, and that you all see the world in an entirely different way as a result. And if not, I hope, at a minimum, they didn't get too much in the way of your reading the genuinely fine posts that have populated The Glom over the past two weeks.
We are happy to welcome my colleague Peter Huang to the Conglomerate for a two week guest stint. Peter joined the University of Colorado law faculty this summer as the Demuth Chair. His biography is too long to do justice in a short blog post. His research interests include derivatives, law and economics, and law and the mind sciences. We hope he'll discuss some of his work on topics such as law and emotions and law, happiness, and subjective well being. I am sure his blogging will also draw on his vast knowledge of law, film, and other pop culture.
We at the Glom are very pleased to welcome David Groshoff of Western State University College of Law. Before law teaching, David was a Vice President at J.P. Morgan Asset Management’s high yield and distressed debt desk, and he has served on the boards of several public companies. He also has some interesting ideas for the classroom that I'm hoping he's share with us.
Bill Callison is a practicing lawyer in the Denver office of Faegre & Benson. In additon to his busy law practice, Bill has maintained a consistent record of publication in law reviews over the course of his career. And for the next two weeks, Bill will be guest blogging at The Glom. Welcome, Bill!
Like Brett, I have been surprised not by the backlash against reform, but by how quickly it started and how it appeared on so many fronts. From the moment the statute was signed, a fight loomed on the Consumer Financial Protection bureau and on debit card interchange fees. Now there are fights against the Volcker Rule, credit retention in securitization, capital requirements (the Collins Amendment)...
What will financial reform look like next year at this time?