Do corporate boards care about compliance? Surely they
should, because of the potentially catastrophic consequences of
ignoring it. Take the example of the recent compliance failures
at Wells Fargo, the large bank, which pioneered a strategy of
“cross-selling” financial products to its customers.’ This turned
out to be profitable, and the…[Read more]

How can we ensure corporations play by the “rules of the game”-that is,
laws encouraging firms to avoid socially harmful conduct? Corporate
compliance programs play a central role in society’s current response.
Prosecutors give firms incentives-through discounts to penalties-to
implement compliance programs that guide and monitor employees’…[Read more]

This article reveals the positions of corporations not only as active players in politics but also as targets of activist shareholders with opposing political preferences. We examine whether a firm’s political orientation, as measured by its political spending, serves as a driver of shareholder proposal submissions, one manifestation of…[Read more]

Abstract: Is the extiaction of private benefits by the firm’s controllers only an
issue for minority or non-controlling shareholders? Korea’s treatment of such
conduct (often called “tunneling”) provides useful insights to this question.
Tunneling by controlling shareholders, which has traditionally been the concern
of corporate governance law…[Read more]

Access to corporate infom1ation plays a pivotal role in stockholder litigation. One key to that access is stockholders’ statutory right to inspect a corporation’s books and records prior to filing litigation, enshrined in the Delaware General Corporation Law’s Section 220. In the context of derivative actions brought by a stockholder on behalf of…[Read more]

A transaction between a corporation and its director or
officer (a “related party transaction”) presents conflicts of
interest that could harm, or alternatively, could also benefit
the corporation. To sort beneficial related party transactions
from detrimental ones, the current legal regime relies on both
ex ante screening and ex post…[Read more]

Stock exchanges, as regulating entities supervised by the
Securities and Exchange Commission (SEC), have wielded their
rulemaking power on various corporate governance issues,
ranging from the independent board committee requirement
adopted in 2003 to the board diversity requirement approved in
2021. Simultaneously, as for-profit corporate…[Read more]

State corporate laws require shareholder approval for corporate charter
amendments, but only the board of directors has the power to propose how to amend charters. The directors’ exclusive power over charter amendment proposals creates a potential for managerial opportunism by refusing to propose amendments that empower shareholders or by…[Read more]

This Essay seeks to shine additional light on the
potential of the underutilized Thirteenth Amendment (as
contrasted to the much-litigated Fourteenth Amendment
Equal Protection Clause) for advancing racial justice and
equity. The Essay suggests the Thirteenth Amendment provides strong constitutional basis for an unapologetic embrace of the…[Read more]

This Article builds upon the foundation laid in 2018 in Racial Justice
Demands Truth & Reconciliation, which outlined the sad reality of “a persistent,
deeply-rooted systemic racism [that] has worked, without interruption, to oppress
people of color on this continent . . . [f]rom the earliest days of the slave markets of
Virginia in 1619, to…[Read more]

mpeachment is not the most quotable of subjects, but in April 1970,
House Minority Leader Gerald Ford managed to make it so. Spearheading
a doomed attempt to impeach Supreme Court Justice William 0. Douglas,
Ford famously said that an impeachable offense is “whatever a majority of
the House of Representatives considers to be at a given moment…[Read more]

Under U.S. House precedent, any member-elect can challenge the right of
any other member-elect to take the oath of office at the beginning of a new term.
The uncontested members-elect then swear in and decide the fate of those who
were forced to stand aside. If the House is closely divided and there are
disputed elections at the margins, a…[Read more]

Among the many perks of being a law professor is the platform it
provides. When I am fired up about something, I can write about it-an oped,
an article, or a book-and get it published. Such was the case in 2018. I
got so tired of reading posts on social media misunderstanding Section 4 of
the Twenty-Fifth Amendment that I resolved to write a…[Read more]

I have always liked the old joke about the professor attending a
presentation on a cure for cancer. During the Q & A he raised his hand
and said, “I am sure that will work perfectly in practice . . .but how would
it work in theory?” I enjoy theoretical discussions as much as the next
person, but I am very happy to be here discussing Section 4…[Read more]

For many, art is an essential component of life. It offers beauty, fulfillment, inspiration, and meaning. But art can also be used as an effective teaching tool. In my American Legal History course, I use art to inculcate a deeper understanding of the time period under discussion. I have found, and believe, it helps my students understand the…[Read more]

No one paying attention needs to be told the verdict on Batson v. Kentucky.’
Batson intended to eliminate the influence of race on jury selection, 2 which is
essential both to conducting fair and just trials’ and to protecting the reputation of
the justice system. 4 Batson failed.’ A growing collection of empirical studies
documents this…[Read more]

The influence of race on the administration of capital punishment had a major role in the U.S. Supreme Court’s 1972 decision in Furman v. Georgia to invalidate death penalty statutes across the United States. To avoid discriminatory and capricious application of capital punishment, the Supreme Court held that the Eighth Amendment requires…[Read more]

The Eighth Amendment’s “narrowing” requirement for capital punishment eligibility has challenged states since it was recognized in Furman v. Georgia in 1972. This article examines whether California’s death penalty scheme complies with this requirement by enpirically analyzing 27,453 California convictions for first-degree murder, second-degree…[Read more]

The National Registry of Exonerations (the Registry) reports all known exonerations in the United States since 1989. Of the more than 2,400 exonerated defendants currently in the database, 281 are classified as Latinx. In many ways, their cases resemble those of other exonerees. The same factors that produced false convictions of non-Latinx…[Read more]

This study of individualized jury selection for 792 potentialjurors across 12 North Carolina capital cases, selected with purposive case selection, analyzes the conversations that occur during voir dire to examine the process that produces decisions about who serves on juries. Lawyers question prospective jurors in voir dire partly to gather…[Read more]