Faculty Publications

Corporate directors are subject to the fiduciary duties of care and loyalty in the discharge of their responsibilities. The demands of these duties, from their precise contours to their application under a particular set of circumstances, is oftentimes far from obvious. In order to properly fulfill their duties of care and loyalty, corporate directors necessarily depend upon corporate counsel: specialized attorneys, whether in-house or external to the corporation, retained to advise and represent the corporation. As attorneys, corporate counsel are themselves subject to a wide array of professional responsibilities, ranging from the exhortations of codes of ethics to duties the breach of which could result in a finding of malpractice. These responsibilities can themselves be ambiguous when brought to bear upon specific situations, and hence the advent of the field of legal ethics, and the phenomenon of experts therein. This Article explores the potentially perilous confluence of these two sets of obligations in the person of a corporation’s general counsel. For it is, ultimately, the general counsel of a corporation, that specialist of specialists, with whom rests the duty to advise board members of their duties. This Article articulates what this duty entails and, informed by a 2022 survey of general counsel, sets forth suggested best practices to be adopted in order to confidently discharge it.

Religious pluralism is an important aspiration of contemporary societies, meaning that religious diversity is permitted and everyone has the freedom of religion or belief, or not to believe. The peaceful coexistence of people of a myriad of faiths is indispensable for securing peace in the modern era of political upheaval and economic dissonance. This book brings together a variety of religious and non-religious perspectives on religious pluralism. It explores the key philosophical and legal issues associated with religious freedom and social harmony. Freedom of Religion and Religious Pluralism intends to serve as a valuable resource for scholars specialising in religion, citizenship, and migration studies. It will also act as a reference for courses on law, religion, and human rights.

The power and ability of corporations to assert their First Amendment rights to the detriment of others remains both a controversial and unresolved issue. Adverting to relevant strands of existing jurisprudence and certain constitutionally relevant factors, this Article suggests a solution. The path turns upon the recognition that whereas some corporations are appropriately categorized as rights-bearing entities (akin to associations), others are more appropriately categorized as "entities against which the rights of individuals can be asserted." Legislation, in the form of the draft "CENSOR" Act, is provided as a means by which to implement this categorization. What hopefully emerges is a regime that best effectuates the ideals of the First Amendment by maximizing the meaningful exercise of First Amendment rights by those individuals and entities most entitled to those rights.

Law of Corporate Officers and Directors: Rights, Duties, and Liabilities addresses legal and practical aspects that support executives in formulating and carrying out corporate policy.

The role of the business corporation in modern society is a controversial one. Some fear and object to corporate power and influence over governments and culture. Others embrace the corporation as a counterweight to the State and as a vehicle to advance important private objectives. Aflashpoint in this controversy has been the First Amendment to the U.S. Constitution, which enshrines the fundamental rights of freedom to speech, religion, and association. The extent to which a corporation can avail itself of these rights goes a long way in defining the corporation's role. Thosewho fear the corporation wish to see these rights restricted, while those who embrace it wish to see these rights recognized.The First Amendment and the Business Corporation explores the means by which the debate over the First Amendment rights of business corporations can be resolved. By recognizing that corporations possess constitutionally relevant differences, we discover a principled basis by which to afford somecorporations the rights and protections of the First Amendment but not others. This is critically important, because a "one-size-fits-all" approach to corporate constitutional rights seriously threatens either democratic government or individual liberty. Recognizing rights where they should not berecognized unnecessarily augments the already considerable power and influence that corporations have in our society. However, denying rights where they are due undermines the liberty of human beings to create, patronize, work for, and invest in companies that share their most cherished values andbeliefs.