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It’s been four weeks since the WHO declared the coronavirus outbreak a pandemic, and the NBA cancelled games. As of this writing, the NY Post reports: Total cases globally = 1,426,096; Deaths = 81,865.

In the past, we “more or less accepted the basic liberal premise of separating the public from the private,” but we’ve “now so pervasively blended public and private identities and powers that the traditional liberal divide has all but collapsed.” 120 Colum. L. Rev. 465 #corpgov

— Stefan Padfield (@ProfPadfield) April 5, 2020

“right-of-center populists find themselves increasingly at odds w/ an emergent class of social justice warrior CEOs, whose views on a variety of critical issues are increasingly closer to those of blue state elites than those of red state populists” 98 Neb. L. Rev. 543 #corpgov

— Stefan Padfield (@ProfPadfield) April 5, 2020

“Stop Blaming Milton Friedman!” The “shareholder-first mentality … would only take hold in the mid-1980s…. due to an unprecedented wave of hostile takeovers rather than anything Friedman said.” https://t.co/8IaD4ialut #corpgov

— Stefan Padfield (@ProfPadfield) April 6, 2020

“With Nevsun Resources Ltd. v. Araya, 2020

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It’s been three weeks since the WHO declared the coronavirus outbreak a pandemic, and the NBA cancelled games. As of this writing, the NY Post reports: Total cases globally: 857,487; Deaths: 42,107.

“federal prosecutors have learned that they have better and more effective weapons than Rule 10b-5”: “(1) the STOCK Act; (2) wire fraud (18 U.S.C. §1343); (3) conversion of governmental property (18 U.S.C. §641); and (4) a new securities fraud charge (18 U.S.C. §1348)” #corpgov https://t.co/Ji7Ge6dOWg

— Stefan Padfield (@ProfPadfield) March 31, 2020

“Months before the Coronavirus, Georgetown law professor @ChrisBrummerDr warns of the fragility of non-bank mortgage loans and servicers and that taxpayer bailouts would be needed if the economy slowed.” https://t.co/vE7sqszB44 #corpgov #shadowbanking

— Stefan Padfield (@ProfPadfield) March 31, 2020

“The Court’s use of the concept of public rights in Oil States has profound implications not only for patent law but also for … bankruptcy, federal regulation of employment contracts and other commerce ….” 95 Notre Dame L. Rev. 1281 #corpgov

— Stefan Padfield (@ProfPadfield) March 29, 2020

“some of the nation’s largest brokers are warning that transferring shares from

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Nevada’s Supreme Court recently released an advance opinion providing guidance on when the directors and officers of Nevada corporations may face liability.  This marks the first instance where the Nevada Supreme Court has directly considered Nevada’s unique statute.

Nevada differs from other states because our statute exculpates directors and officers as a default and includes a requirement that the misconduct must involve: “intentional misconduct, fraud or a knowing violation of law.”  This is the relevant portion of the statute:

7.  Except as otherwise provided in NRS 35.230, 90.660, 91.250, 452.200, 452.270, 668.045 and 694A.030, or unless the articles of incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless:

      (a) The presumption established by subsection 3 has been rebutted; and

      (b) It is proven that:

             (1) The director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as

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It’s been a week since the WHO declared the coronavirus outbreak a pandemic, and the NBA cancelled games. As of today, the NY Post reports: Total cases globally: 198,179; Deaths: 7,954.

Do these two men have too much power to advance their agendas? “board members have become accustomed to receiving … letter[s] every January…. from the CEOs of two of their largest investors, BlackRock and State Street Global Advisors …. Larry Fink and Cyrus Taraporevala” https://t.co/1JUbfvHSnR

— Stefan Padfield (@ProfPadfield) March 12, 2020

“This article examines the rise of SRI [socially responsible investing] in major financial markets and compare the approaches adopted by regulators in these financial markets to regulate on ESG disclosure and reporting.” https://t.co/Pd7uC5aa3V #corpgov

— Stefan Padfield (@ProfPadfield) March 12, 2020

1/2: “Kaeser dismisses the [green] protesters’ attempt to force Siemens to change its mind: ‘The impact is zero — there has not been any movement on the share price.'” https://t.co/ui34FklaDO #corpgov

— Stefan Padfield (@ProfPadfield) March 16, 2020

Did “corporations, stock markets and the corporate economy enjoy[] a long and prosperous history well before limited liability in its modern

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Over at Law & Liberty, Richard Reinsch reviews (here) Christopher Caldwell’s new book, The Age of Entitlement: America Since the Sixties.  As Reinsch puts it, Caldwell’s premise is that we are currently battling over “two irreconcilable constitutions: the constitution of 1788 and of 1964.”  What follows is an excerpt from the review.  Given the emphasis on diversity in corporate governance, the connection to this blog should be relatively obvious.  Since I am not an expert in the area, I’m curious if readers will identify any misstatements of fact in the excerpt or linked-to materials.

As many legal scholars have observed, the Rehnquist and Roberts Courts have aimed to return to the “color-blind” understanding of equal protection that inspired the Brown decision and the civil rights movement of the 1960s. Of course, many of these same scholars reject such an understanding as a just one …. But the colorblind position is on solid ground ….

As Shep Melnick argues, “the NAACP lawyers who brought the long string of cases culminating in Brown” endorsed the “colorblind” interpretation of the Fourteenth Amendment. It was chief counsel Thurgood Marshall before the Court who argued that the Fourteenth Amendment denies…

Judge Wolf recently issued his opinion in the State Street case.  It’s a long read at over 159 pages. Judge Wolf scorches class counsel and ultimately refers the matter to the state bar for possible discipline, if appropriate.  This is a case I’ve written about before and explored in an article with Anthony Rickey, arguing that we need more disclosures about the relationships between institutional plaintiffs and class counsel in securities litigation.

For those not following the case as closely, here is a quick refresher.  After a $300 million settlement, class counsel sought a significant fee award and presented the court with information about the time and money spent on the case.  The Court allocated $75 million to the attorneys.  Then the Boston Globe’s Spotlight team started digging.  The Globe revealed that contract attorneys billed at $400 an hour had only been paid about $40 an hour for their work.  The Globe also revealed that the brother of the managing partner at one of the firms had been billed out at $500 an hour when he otherwise took $50 an hour court appointment cases.  The disclosures troubled the Court and caused it to appoint a special master to dig…