Christopher M. Bruner, Stembler Family Distinguished Professor in Business Law and Faculty Co-Director of the Dean Rusk International Law Center, gave the keynote address for a symposium on “Corporate Sustainability Due Diligence (CSDD), Sustainability, and Corporate Law” at Ghent University Law School in Belgium during May. Bruner’s keynote was titled “Developments and Debates on Corporate Sustainability in the US,” and the symposium was co-sponsored by the journal European Company Case Law (ECCL).
Recent decades have witnessed environmental, social, and economic upheaval, with major corporations contributing to a host of interconnected crises. The Corporation as Technology examines the dynamics of the corporate form and corporate law that incentivize harmful excesses and presents an alternative vision to render corporate activities more sustainable.
The corporate form is commonly described as a set of fixed characteristics that strongly prioritize shareholders’ interests. This book subverts this widely held belief, suggesting that such rigid depictions reinforce harmful corporate pathologies, including excessive risk-taking and lack of regard for environmental and social impacts. Instead, corporations are presented as a dynamic legal technology that policymakers can re-calibrate over time in response to changing landscapes.
This book explores the theoretical and practical ramifications of this alternative vision, focusing on how the corporate form can help secure an environmentally, socially, and economically sustainable future.
University of Georgia School of Law student Caden Pruitt, 2L, was selected as a recipient of the UGA Office of Global Engagement’s Asia-Georgia Internship Connection Scholarship to support his upcoming Global Externship Overseas (GEO) at KPMG Law in Ho Chi Minh City, Vietnam. Pruitt will be supervised at his externship by Georgia Law alumnus Binh Tran (J.D., ’11), Director at KPMG Law. In addition to the work he will complete as a legal extern, Pruitt will engage in a supervised research project with Professor Christopher M. Bruner, Stembler Family Distinguished Professor in Business Law & Faculty Co-Director of the Dean Rusk International Law Center.
Pruitt’s proposed research project will culminate in a note titled Vietnam: A guide to economic and legal developments,which will involve analyzing risks, opportunities, and the legal environment for foreign direct investors in Vietnam with consideration given to the interests of companies in Vietnam. The note will include three components: an analysis of the motivations for Foreign Direct Investments (“FDI”) in Vietnam, an analysis of the consumer market in Vietnam, and a proposal for contractual approaches to joint-value creation and mitigating risk. It will outline the legal framework for investments under Vietnamese law and will discuss contractual optimization for the resolution of disputes.
The OGE Asia-Georgia Internship Connection Scholarship funds academic, credit-bearing internships and students receiving academic credit for international research opportunities. Preference is given to students traveling to Cambodia, Indonesia, Japan, South Korea, Laos, Malaysia, Mongolia, the Philippines, Singapore, Taiwan, Thailand, and Vietnam.
This will be Pruitt’s second GEO; the summer of his first year at Georgia Law, he externed with Bodenheimer in Cologne, Germany, under the supervision of Georgia Law alumnus and Rusk Council member Dr. Christof Siefarth (LL.M., ’86).
Christopher M. Bruner, Stembler Family Distinguished Professor in Business Law and Faculty Co-Director of the Dean Rusk International Law Center, published a review of a book titled Innovating Business for Sustainability: Regulatory Approaches in the Anthropocene (edited by B. Sjåfjell, C. Liao and A. Argyrou), in the Cambridge International Law Journal in December.
Challenging current attitudes to governance and regulation in business, this timely book ascertains how regulatory approaches can innovate to ensure sustainable business that contributes to social justice for current and future generations within ecological limits.
Combining a research-based approach with a gendered perspective of how sustainability goals are shaped and how businesses should engage with them, this pioneering book creates a comprehensive and contemporary understanding of what sustainability means for business. Identifying the limitations of current approaches to gender and equality alongside the weaknesses of current regulatory and theoretical approaches in business, chapters seek to enhance the practical understanding and embeddedness of sustainability into business within legal and regulatory landscapes. Insights from an international collection of expert scholars in fields ranging from sustainability science to law offer meaningful alternatives to the sustainable business status quo on both conceptual and concrete levels.
Providing a regulatory analysis of business positioned in a systems-based sustainability research framework, this book will prove an invaluable resource for students and scholars of sustainability science, business and management, and law and regulation. With practical insights, it will also prove essential for policymakers working in business regulation and sustainability in business.
Prior posts on Bruner’s scholarship can be found here.
Christopher M. Bruner, Stembler Family Distinguished Professor in Business Law and Faculty Co-Director of the Dean Rusk International Law Center, presented his working paper, “Prospects for a US Value Chain Due Diligence Law,” at a conference hosted by Tilburg Law School in the Netherlands titled “Connecting Responsible Organizations: Legal Strategies for Sustainability in Global Value Chains.”
Bruner participated in the panel titled “Sustainable corporate governance and tax transparency.” The conference, hosted by Tilburg’s Department of Private, Business & Labour Law, aimed to provide a platform for legal experts to discuss environmental and social sustainability challenges in global value chains.
Prior posts on Bruner’s scholarship can be found here.
Christopher M. Bruner, Stembler Family Distinguished Professor in Business Law and Faculty Co-Director of the Dean Rusk International Law Center, recently co-edited the book A Research Agenda for Corporate Lawwith Marc Moore, Professor of Corporate/Financial Law, University College London Faculty of Laws.
This timely Research Agenda explores key dynamics and cutting-edge developments within corporate law. Bringing together a diverse range of scholars hailing from different jurisdictions, ideological perspectives, and methodological backgrounds, it provides a roadmap for future research in the field.
Through the investigation of different doctrinal and normative issues, leading scholars consider how evolving conceptual foundations, capital markets, social and cultural contexts, and technologies may impact corporate law and governance research. Ground-breaking contributions examine the increasingly global nature of corporate production and investment markets and the influence this has on the wider dynamics in the field, suggesting new directions for navigating this complex and fascinating terrain.
Students and scholars of corporate law, corporate governance, and law and business will value the innovative ideas unpacked in this state-of-the-art Research Agenda. Its forward looking and practical insights will also benefit practitioners and policymakers in corporate law, corporate governance, sustainability, and business law.
Prior posts on Bruner’s scholarship can be found here.
Christopher M. Bruner, Stembler Family Distinguished Professor in Business Law and Faculty Co-Director of the Dean Rusk International Law Center, recently presented working papers in Canada and Sweden.
He presented “Corporate Governance and Sustainability Incentives” at a conference titled “Addressing the Sustainability Impacts of Corporations” in October. The conference was hosted by the Nathanson Centre on Transnational Human Rights, Crime and Security at the Osgoode Hall Law School (York University) in Toronto.
Bruner also presented “Corporate Personhood, Corporate Rights, and the Contingency of Corporate Law” at “Decoding the Rights of Companies in the Technocene,” a conference hosted in December by the Lund University Faculty of Law in Lund, Sweden.
Bruner’s scholarship focuses on corporate law, corporate governance, comparative law and sustainability. He is a research member of the European Corporate Governance Institute (ECGI) and has presented his work in numerous countries around the world.
As posted previously, speakers representing a diverse range of doctrinal, institutional, and jurisdictional perspectives gathered on October 16 to discuss the array of contemporary ESG and corporate sustainability initiatives, mapping this rapidly evolving global landscape and engaging with the host of complex international and comparative legal challenges they raise.
Keynoting the conference was University of Pennsylvania Carey School of Law Professor Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law; Co-Director, Institute for Law & Economics.
The video links are as follows:
Introduction and Panel 1: ESG and Sustainable Finance, with Usha Rodrigues, University Professor and M.E. Kilpatrick Chair of Corporate Finance and Securities Law, University of Georgia School of Law; George S. Georgiev, Associate Professor of Law, Emory University School of Law; Virginia Harper Ho, Professor of Law, City University of Hong Kong; Stephen Park, Associate Professor of Business Law and Satell Fellow in Corporate Social Responsibility, University of Connecticut School of Business; and Anne Tucker, Professor of Law, Georgia State University College of Law.
Panel 2: Corporate Law, Corporate Governance and Sustainability, with Christopher M. Bruner, Stembler Family Distinguished Professor in Business Law and Faculty Co-Director of the Dean Rusk International Law Center, University of Georgia School of Law; Matthew T. Bodie, Robins Kaplan Professor of Law, University of Minnesota Law School; Andrew Johnston, Professor of Company Law and Corporate Governance, University of Warwick School of Law; Lindsay Sain Jones, Assistant Professor, University of Georgia Terry College of Business; and Omari Scott Simmons, Professor of Law, George Washington University Law School.
Panel 3: Multinational Corporations and Global Value Chains, with Harlan G. Cohen, Gabriel M. Wilner/UGA Foundation Professor in International Law and Faculty Co-Director of the Dean Rusk International Law Center, University of Georgia School of Law (and the GJICL’s Faculty Advisor); Sarah Dadush, Professor of Law, Rutgers Law School; David Hess, Professor of Business Law and Business Ethics, University of Michigan Stephen M. Ross School of Business; Kish Parella, Class of 1960 Professor of Ethics and Law, Washington and Lee University School of Law; and Jaakko Salminen, Associate Senior Lecturer, Department of Law, Lund University.
Keynote Addressby Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law and Co-Director of the Institute for Law and Economics, University of Pennsylvania Carey Law School
This event was cosponsored by the Dean Rusk International Law Center.
This year’s annual conference of the Georgia Journal of International and Comparative Law will address “ESG and Corporate Sustainability: Global Perspectives on Regulatory Reform.” Featured will be a keynote discussion by Jill E. Fisch, the Saul A. Fox Distinguished Professor of Business Law and Co-Director of the Institute for Law and Economics at the University of Pennsylvania Carey Law School, as well as panels including more than a dozen experts from around the world.
The daylong conference will take place on Monday, October 16, in the Larry Walker Room of Dean Rusk Hall at the University of Georgia School of Law.
Sponsoring along with GJICL, a student-edited journal established more than 50 years ago, is the law school’s Dean Rusk International Law Center. GJICL Editor in Chief, 3L Jack Schlafly, worked with Professor Christopher M. Bruner, who is the Stembler Family Distinguished Professor in Business Law and a newly appointed Faculty Co-Director of the Dean Rusk International Law Center; Center staff Sarah Quinn, Interim Director; Catrina Martin, Global Practice Preparation Assistant; and with the GJICL’s Faculty Advisor, Professor Harlan Grant Cohen, who is Gabriel M. Wilner/UGA Foundation Professor in International Law and one of the Center’s Faculty Co-Directors.
Below is the concept note of the conference:
We live in an era marked by complex and interconnected environmental, social, and economic crises, including climate change and various forms of destabilizing inequalities. Efforts to grapple with these realities are rapidly evolving and taking shape through a host of private and public institutions, both domestically and internationally, and an array of novel reform efforts aim to curb harmful corporate practices that have contributed to such crises.
Global asset managers have increasingly prioritized “environmental, social, and governance” (ESG) factors – emphasizing their relation to investment risk and investment return – and have taken up existing tools available to them through corporate law, securities regulation, and capital market structures to push for change. Meanwhile, various types of domestic regulatory reforms have been adopted, or are under consideration, in jurisdictions around the world to promote “corporate sustainability,” understood to include environmental, social, and economic dimensions. Some reform initiatives focus on disclosure, reflecting confidence that investors, consumers, and other constituencies armed with sufficient information could differentiate between sustainable and unsustainable companies, and that these private actors would effectively reward the former and punish the latter. Other reform initiatives take more direct aim at decision-making incentives of managers and investors alike, through corporate governance structures creating novel – and potentially powerful – liability regimes intended to force both domestic and multinational businesses to internalize costs that would otherwise be externalized to society and the environment. At the same time, a host of international organizations have sought to promote ESG and corporate sustainability through a range of global standard-setting and coordination efforts.
This symposium will grapple with the array of ESG and corporate sustainability initiatives taking shape today, mapping this rapidly evolving global landscape and engaging with the host of complex international and comparative legal challenges they raise. Speakers offering a diverse range of doctrinal, institutional, and jurisdictional perspectives will tackle these issues through presentations and panel discussions focusing on capital market developments, corporate governance reform initiatives, and efforts to constrain multinational businesses.
The day’s events are as follows:
9:00-9:15am | Welcome Messages
Peter B. “Bo” Rutledge, Dean and Talmadge Chair of Law, University of Georgia School of Law
Sarah Quinn, Interim Director, Dean Rusk International Law Center
9:15-10:30am | Panel 1: ESG and Sustainable Finance
George S. Georgiev, Associate Professor of Law, Emory University School of Law
Virginia Harper Ho, Professor of Law, City University of Hong Kong (Zoom)
Stephen Park, Associate Professor of Business Law and Satell Fellow in Corporate Social Responsibility, University of Connecticut School of Business
Anne Tucker, Professor of Law, Georgia State University College of Law
Moderator: Usha Rodrigues, University Professor and M.E. Kilpatrick Chair of Corporate Finance and Securities Law, University of Georgia School of Law
10:30-10:45am | Break
10:45-12:00pm | Panel 2: Corporate Law, Corporate Governance and Sustainability
Matthew T. Bodie, Robins Kaplan Professor of Law, University of Minnesota Law School
Andrew Johnston, Professor of Company Law and Corporate Governance, University of Warwick School of Law (UK) (Zoom)
Lindsay Sain Jones, Assistant Professor, University of Georgia Terry College of Business
Omari Scott Simmons, Professor of Law, George Washington University Law School
Moderator: Christopher M. Bruner, Stembler Family Distinguished Professor in Business Law and Faculty Co-Director of the Dean Rusk International Law Center, University of Georgia School of Law
12:00-1:00pm | Lunch
1:00-2:15pm | Panel 3: Multinational Corporations and Global Value Chains
Sarah Dadush, Professor of Law, Rutgers Law School (Zoom)
David Hess, Professor of Business Law and Business Ethics, University of Michigan Stephen M. Ross School of Business
Kish Parella, Class of 1960 Professor of Ethics and Law, Washington and Lee University School of Law (Zoom)
Jaakko Salminen, Associate Senior Lecturer, Department of Law, Lund University (Sweden) (Zoom)
Moderator: Harlan G. Cohen, Gabriel M. Wilner/UGA Foundation Professor in International Law and Faculty Co-Director of the Dean Rusk International Law Center, University of Georgia School of Law
2:15-2:30pm | Break
2:30-2:35pm | Keynote Introduction
Christopher M. Bruner, Stembler Family Distinguished Professor in Business Law and Faculty Co-Director of the Dean Rusk International Law Center, University of Georgia School of Law
2:35-3:15pm | Keynote Address
Jill E. Fisch, Saul A. Fox Distinguished Professor of Business Law and Co-Director of the Institute for Law and Economics, University of Pennsylvania Carey Law School
3:15 | Closing Remarks
Jack Schlafly, Editor in Chief, Georgia Journal of International and Comparative Law
Professor Christopher Bruner, the Stembler Family Distinguished Professor in Business Law and a newly appointed Faculty Co-Director of the Dean Rusk International Law Center, presented “Managing Fraud Risk in the Age of AI” at the National University of Singapore (NUS) in June.
Artificial Intelligence (AI) applications are widely expected to revolutionize every dimension of business. This paper explores current and potential impacts of AI on corporate management of fraud risk in both operational and compliance contexts. Much attention has been paid to the operational efficiencies that AI applications could enable in numerous industry settings, and such systems have already become central to a range of services in certain industries – notably finance. Heavy reliance on algorithmic processes can be expected to give rise, however, to a range of risks, including fraud risks. New forms of internal fraud risk, emanating from intra-corporate actors, as well as external fraud risk, emanating from extra-corporate actors, are already placing greater demands on the compliance function and requiring greater corporate investment in responsive AI capacity to keep pace with the evolving risk management environment. At the same time, these developments have already begun to prompt reevaluation of conventional legal theories of fraud that took shape, in commercial and financial contexts alike, by reference to human actors, as opposed to algorithmic processes.
The paper begins with an overview of growing operational reliance upon increasingly sophisticated AI applications across various industry settings, reflecting the increasingly data-intensive nature of modern business. It then explores forms of internal and external fraud risk that may arise from efforts to exploit weaknesses in operational AI, which efforts may themselves involve sophisticated deployment of malicious extra-corporate AI applications – ‘offensive AI’, as the cyber security industry describes it. This can in turn be expected to require responsive corporate efforts in the form of ‘defensive AI’, and the paper describes burgeoning efforts along these lines, as well as the increasing pressure to devote substantial resources and managerial attention to these dynamics that may arise from both corporate law and commercial realities. Finally, the paper analyzes shortcomings of conventional legal theories of fraud in this context. Here the paper assesses the difficulty of applying concepts such as deception, scienter, reliance, and loss causation to algorithmic processes lacking conventional capacity for intentionality and defying conventional explanation as to how inputs and outputs logically relate – a reflection of the AI ‘black box’ problem. The paper concludes with proposals to reform corporate oversight duties to incentivize managerial attention to these issues, and to reform conventional legal theories of fraud to disincentivize malicious AI applications.
exchange of notes 