JREG & YLJ Present: A Discussion on Corporate Law in the 21st Century

Who should corporate managers serve and what values should they seek to maximize? Please join the Yale Journal on Regulation and the Yale Law Journal for a panel discussion that will address these and other pressing issues in corporate law. Featuring leading corporate-law scholars, the discussion will take as its starting point two timely articles that contemplate the nature and purpose of corporate management.

In Stakeholder Capitalism in the Time of COVID, forthcoming in Volume 40 of the Yale Journal on Regulation, Lucian Bebchuk, Kobi Kastiel, and Roberto Tallarita question claims that managers should and do serve a range of stakeholders, and they see shareholder activism as a necessary check on managerial discretion run wild. The article evaluates deal provisions negotiated in public company acquisitions during the COVID-19 pandemic and concludes that corporate managers did not attempt to extract additional safeguards for various stakeholders. This article builds on the authors’ broader body of work expressing skepticism about the promise of stakeholder capitalism.

Zohar Goshen and Reilly S. Steel challenge the conventional view of the relative threat posed by corporate raiders and activists in Barbarians Inside the Gates: Raiders, Activists, and the Risk of Mistargeting, forthcoming in Volume 132 of the Yale Law Journal. They argue that activist investors are more likely to mistarget firms—mistakenly launching control contests when a company appears to be underperforming—and are therefore more likely than corporate raiders to destroy social value. Consistent with this view, they suggest reforms to Delaware and federal law that would equalize the treatment of raiders and activists as they challenge incumbent management for corporate control.

Dinner will be served; please register on Yale Connect to save your spot: https://yaleconnect.yale.edu/JReg/rsvp_boot?id=1855027. You may email Anna Lipin (anna.lipin@yale.edu) and Milo Hudson (milo.hudson@yale.edu) for copies of the draft articles and event accessibility information.