“considering collateral benefits to 3d parties violates the ‘sole interest’ rule under US trust fiduciary law”; “theory that companies w/ high ESG scores will be perpetually undervalued runs contrary to everything we know about capital markets” https://t.co/CGG5nxZ0lg #corpgov

— Stefan Padfield (@ProfPadfield) December 10, 2018

“Economics cannot theorize correctly about the firm until it absorbs the reality of the corporate form that dominates business.” https://t.co/AUc6j3KTwJ #corpgov

— Stefan Padfield (@ProfPadfield) December 10, 2018

“Tax experts predict all manner of distortion & gaming…. many worry that the provision creates strong incentives for workers to shift from employee to independent contractor status…. abandoning crucial worker protections & increasing employment instability” #corpgov https://t.co/mcfOUqWcMS

— Stefan Padfield (@ProfPadfield) December 10, 2018

“This graph shows 90% of political donations from big tech workers went to the Democrats, with Googlers leading the charge” https://t.co/1eRoJQKgFp #corpgov

— Stefan Padfield (@ProfPadfield) December 11, 2018

When companies go political: “the consensus on Target’s bathroom announcement [was that] ‘Over the long term, this blows over’ …. Except that it hasn’t.” https://t.co/w8PTBv1SPf #corpgov

— Stefan Padfield (@ProfPadfield) December 12, 2018

“defining conflicts of interest in terms of their threat to good judgment” https://t.co/KpILo8YMaw #corpgov

— Stefan Padfield (@ProfPadfield) December 12, 2018

“Top executives from Google, Microsoft, IBM, Oracle and Qualcomm gathered Thursday at the White House … to field ideas for securing American dominance in AI, quantum computing, advanced manufacturing and … 5G.” https://t.co/x3MkeTrI9b #corpgov

— Stefan Padfield (@ProfPadfield) December 7, 2018

“80% of the daily moves in US stocks are machine-led, a fund manager told CNBC …. The phenomenon, also called algorithm or algo trading, refers to market transactions that use advanced mathematical models to make high-speed trading decisions.” https://t.co/mzLZ3PuRWf #corpgov

— Stefan Padfield (@ProfPadfield) December 7, 2018

anti-takeover provisions: “our findings support the long-term value creation hypothesis and reject the management entrenchment hypothesis” https://t.co/WyuNAXmZqY #corpgov

— Stefan Padfield (@ProfPadfield) December 7, 2018

“if you take this stuff seriously enough then it does seem like large diversified shareholders—index funds but also other mutual funds—would pose a problem under the antitrust laws, and you’d have to do something about them” https://t.co/kElOJhOKSM #corpgov

— Stefan Padfield (@ProfPadfield) December 7, 2018

GM “promised … the UAW that it would ‘not close, idle, nor … dispose of … any plant.’ In what unions are describing as an attempt to get around the contract, GM said … plants in Ohio, Maryland, & Michigan would be

…

“Interest Dilution and Damages as Contribution-Default Remedies in Failing LLCs and Partnerships” https://t.co/XDFcQdARp5 #corpgov

— Stefan Padfield (@ProfPadfield) December 3, 2018

“The Basics of Blockchain for Business Lawyers” https://t.co/qXBNbWVIWv #corpgov

— Stefan Padfield (@ProfPadfield) December 3, 2018

“New economic proofs and empirical evidence provide powerful confirmation that, even when horizontal shareholders individually have minority stakes, horizontal shareholding in concentrated markets often has anticompetitive effects.” #corpgov https://t.co/H1KLA1VjLo

— Stefan Padfield (@ProfPadfield) December 3, 2018

“activists can occasionally take short selling to … another level and … short a stock for reasons that have to do purely with the immorality of the company” https://t.co/O0ZUyYkdNa #corpgov

— Stefan Padfield (@ProfPadfield) December 4, 2018

“Shell is first energy company to link executive pay and carbon emissions” https://t.co/mvvLGxH2YK #corpgov

— Stefan Padfield (@ProfPadfield) December 4, 2018

“In these polarizing times, chief executives are increasingly called on to take a stand on political and social issues. They shouldn’t, a Stanford University study suggests, at least not without the blessing of their boards.” #corpgov https://t.co/tvfcvxXl0D

— Stefan Padfield (@ProfPadfield) December 5, 2018

Judge declared SEC failed to demonstrate that Blockvest initial coin offering met the characteristics of a security under US law. The case will go to trial. Judge “was not satisfied … that investors had expected to make a profit on the tokens.” https://t.co/o8BPTpYf7z #corpgov

— Stefan Padfield (@ProfPadfield) November 28, 2018

“When [valuation] disagreement exists, firms have the incentive to .. [issue] claims that are targeted to subsets of the assets … This capital structure fragmentation .. can be .. inefficient, b/c it creates .. valuation disputes in bankruptcy.” https://t.co/7kLjjvccol #corpgov

— Stefan Padfield (@ProfPadfield) November 29, 2018

“The father of the index fund says it’s probably only a matter of time before they own half of all U.S. stocks; ‘I do not believe that such concentration would serve the national interest.’” #corpgov https://t.co/iaKadfn5y0

— Stefan Padfield (@ProfPadfield) November 29, 2018

“New research from the American Council for Capital Formation identifies a troubling number of assets mangers that are automatically voting in alignment with proxy advisor recommendations, in a practice known as ‘robo-voting.'” https://t.co/VVijpJ1vul

— Stefan Padfield (@ProfPadfield) November 29, 2018

“common ownership is suspected to be associated with illegal or anti-competitive practices …. This has led to scholarly suggestions

…

“the best investors are right only 53% of the time. One of the most dangerous things is when someone is right too often, too early and they think they’re a genius, they think it’s all them. This is a game of odds. This is a game of probabilities.” https://t.co/yxrvAUQDTZ #corpgov

— Stefan Padfield (@ProfPadfield) November 26, 2018

“distinguish between (a) a general desire for liquidity—which should not represent a divergent interest from the other SHs, & (b) a desire that reflects a critical need for liquidity … or a single focus on achieving liquidity motivated by the particular SH’s situation” https://t.co/E44tgh2F4w

— Stefan Padfield (@ProfPadfield) November 26, 2018

“Since Andrew Carnegie penned his famous Gospel of Wealth in 1889, corporate philanthropists have championed considerable public good around the world ….” https://t.co/ySNQaEJKQY #corpgov

— Stefan Padfield (@ProfPadfield) November 27, 2018

“CFTC’s LabCFTC Releases Primer about Smart Contracts: The Primer Helps to Explain Smart Contract Technology and related Risks and Challenges” https://t.co/UWwnaPVqbm #corpgov

— Stefan Padfield (@ProfPadfield) November 27, 2018

“critics have raised at least two legal arguments against the Act: (1) it violates equal protection by facially discriminating based on sex, and (2) … it violates the dormant commerce clause and

…

“the 2014 Reform of the Companies Act and the 2015 Japanese Corporate Governance Code introduced ‘comply or explain’ rules regarding appointment of one outside director or two independent directors, respectively” https://t.co/eu5X0CLvZz #corpgov

— Stefan Padfield (@ProfPadfield) November 23, 2018

the mandatory bid rule “requires anyone who obtains more than a certain percentage of shares in a public company to make a tender offer to all the shareholders of that company at a price no lower than a statutory benchmark” https://t.co/nFsKO371Z6 #corpgov

— Stefan Padfield (@ProfPadfield) November 23, 2018

“Our agency-costs analysis shows that index funds have strong incentives to (i) under-invest in stewardship, and (ii) defer excessively to the preferences and positions of corporate managers.” https://t.co/cUbAaA84vs #corpgov

— Stefan Padfield (@ProfPadfield) November 23, 2018

“the 7th Cir. ruled … that certain types of injunctions requiring firms to clean up previously released toxic chemicals were not dischargeable in bankruptcy…. companies … responded by reducing the volume of toxic chemicals they release” https://t.co/LeAC8qPILN #corpgov

— Stefan Padfield (@ProfPadfield) November 23, 2018

“The leading decisions of the antiregulatory First Amendment often associate free speech with a vision of market efficiency; but … closer to their heart is antistatist fear of entrenchment by elected

…

“Speak to the New York Times and get fired. That’s one of the things CEO Mark Zuckerberg reportedly told Facebook employees … during an hourlong video conference on Friday. Ironically, news of the video conference was leaked to the Times” https://t.co/eu3xZyPUDt #corpgov

— Stefan Padfield (@ProfPadfield) November 19, 2018

Do they do this, or say they do this? I believe numbers are from survey data. “64 percent of consumers around the world now buy on belief. At the same time, one in two will choose, switch or boycott a brand based on its stand on a societal issue.” https://t.co/jghabOrSNk #corpgov

— Stefan Padfield (@ProfPadfield) November 19, 2018

“Our new research demonstrates that corporate [charitable] foundations are a sign of, and vehicle for, self-dealing by entrenched corporate executives.” #corpgov https://t.co/pHBs7UKN3K

— Stefan Padfield (@ProfPadfield) November 20, 2018

“global businesses could improve ‘walking the talk’ by matching their paper commitments with clear, consistent action when human rights abuses or risks are identified” https://t.co/1RbbUcqdEH #corpgov

— Stefan Padfield (@ProfPadfield) November 20, 2018

“Nvidia’s dominance of the market for the highest-end artificial-intelligence chips make it the most striking example of how Silicon Valley is contributing to China’s technological rise.” https://t.co/NLC1uQTsW1 #corpgov

— Stefan Padfield