View the debate here: https://youtu.be/uhg7P1DHxVk .

From the video description: The MIT Sloan Adam Smith Society chapter hosted a virtual debate between Roivant founder and chairman Vivek Ramaswamy and Chicago Booth Professor Luigi Zingales on the topic: “Is ‘Woke Capitalism’ a Threat to Democracy?”

I have not yet watched the video, but I have heard both speakers before and expect the debate to be of interest to our readers.  Here’s a bit more from the description:

In 1970, Milton Friedman urged business leaders to prioritize shareholder value when making business decisions. Businesses have turned away from this model of late, and are instead actively pursuing social and political goals. Is it good for society when businesses promote political causes and take social stances? Is it good for business? What are the costs when corporate managers focus exclusively on maximizing profit?

Eric Chaffee has published Index Funds and ESG Hypocrisy in 71 Case W. Res. L. Rev. 1295.  Here is an excerpt from Part I of that essay:

[S]tatements from BlackRock, State Street, and Vanguard can be boiled down into a contradictory phrase that sounds like it belongs in George Orwell’s novel, 1984: “Diversity is conformity.” To unpack this idea a bit more, BlackRock, State Street, and Vanguard are selling index fund shares with the promise of diversification of the portfolios that underlie those funds to stabilize returns while mitigating risk, yet at the same time, they are fueling conformity through their voting power related to those funds.

This Essay takes the position that the importation of ESG voting into index funds by the dominate players in the index fund industry is unacceptable because it creates an unresolvable conflict of interests, is misleading to those purchasing shares in mutual funds, and is undemocratic. This Essay argues that these issues could be resolved by the SEC promulgating rules creating a fund name taxonomy to make it clear to investors the nature of the funds in which they are investing.

This Essay contributes to the existing literature in three main ways. First, this…

– but happily there’s no shortage of news about holiday-themed shortages.

For starters, Christmas tree supplies are tight, and this is both a covid problem and a climate change problem:

The American Christmas Tree Association has said this year’s supply of real Christmas trees will be squeezed by the summer’s heat dome in the Pacific Northwest, while supplies of artificial trees, largely coming from China, will be affected by the same shipping and labor problems plaguing many industries.

And apparently some of the problems can be blamed on … *squints* … Lehman Brothers?

Hundley of the National Christmas Tree Association said there is one reason for the tighter stocks this year that has nothing to do with the pandemic or the world’s supply chain headaches: During the financial crisis of 2008, many growers didn’t have the capital to plant a lot of trees, and national plantings dipped.  “The previous financial crisis caused fewer to be planted, so we don’t have an oversupply right now. It’s a supply that matches demand,” he said. 

It also seems that covid has come for Santa:

The pandemic hit the Santa Claus community hard, for obvious reasons: Many of the men who play

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The following comes to us from Robert Ashford.  For more information, including details about the agenda and registration, go here.

Inter-Collegiate Seminar on Teaching Inclusive Capitalism in Key Undergraduate Courses Throughout the Curriculum

Friday – Saturday, Dec. 3-4, 2021 | 1 – 4 p.m. ET

Purpose and Background

This seminar will share progress made and explore next steps in the continuing effort to teach widely in colleges and universities the following principle of fuller employment and its many important implications:

A broader distribution of capital acquisition with the future earnings of capital creates the rational expectation of a broader distribution of discretionary capital income in future years (to people with a higher propensity to consume) and therefore greater incentive to employ more labor and capital in earlier years.

A growing number of professors of economics have characterized this principle of fuller employment as “the most important contribution to economic theory in many decades: an idea with many practical, beneficial policy implications for both current and future generations” [Letter from Professors of Economics in Support of Inclusive Capitalism.]

A key motivation for this new form of Inclusive Capitalism is the need to fundamentally address the current and…

I’ve blogged a couple of times on the eroding distinction between private and public companies – “private is the new public,” as Matt Levine likes to say (though Prof. Ilya Beylin does not agree that the erosion is so drastic).  Which is why I was struck by the package of financial reforms endorsed this week by the House Financial Services Committee.

Among other measures, the Committee backed a restriction on the marketing of public companies – namely, SPACs – to retail investors.  Per the proposed legislation, no investment adviser or broker-dealer would be permitted to recommend, or even facilitate a trade in, a SPAC investment by an unaccredited investor unless either the “promote” is less than 5%, or the SPAC “makes such disclosures to the Commission as the Commission, by rule, may determine to be necessary or appropriate in the public interest or for the protection of investors.”

Now, this is kind of a weird requirement – what disclosures is the SEC supposed to mandate? Isn’t it already, like, mandating disclosures of everything it thinks is necessary or appropriate?  So, I don’t think this proposal – or, I suspect, a lot of the other proposals endorsed by the…

Dear BLPB Readers:

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Elizabeth Pollman has a new Comment, published in the Harvard Law Review, on what she calls “The Supreme Court’s Pro-Business Paradox.”  She makes several very well-argued points.  First, that by weakening corporate regulation, the Supreme Court has put greater pressure on corporate governance to constrain antisocial corporate behavior; second, the Court’s rulings are arguably at odds with the preferences of corporate shareholders, whose interests the Court clams to be furthering; and third, that in its zeal to insulate corporations from liability, the Supreme Court has turned corporate governance concepts upside-down – by, for example, holding that the Alien Tort Statute makes corporations less responsible for the “decisionmaking” that occurs in boardrooms than for the actions of employee-agents lower down in the hierarchy.   There’s no abstract for me to quote, but here’s an excerpt from the Introduction:

This Comment makes two primary contributions. It first observes that cases from the recent Term reflect an important way in which the Roberts Court has earned its reputation: over the beginning of the twenty-first century, the Court has often expanded corporate rights while narrowing corporate liability or access to justice against corporate  defendants. Part I of this Comment sets forth this

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