Georgia Law Professors Christopher Bruner and MJ Durkee present during plenary sessions at annual National Business Law Scholars Conference

The University of Georgia School of Law was well represented at the 13th annual National Business Law Scholars Conference, with both Professor Christopher M. Bruner and Professor Melissa J. “MJ” Durkee presenting at plenary sessions:

  • Durkee (above left), who is Georgia Law’s Associate Dean for International Programs, Director of the Dean Rusk International Law Center, and Allen Post Professor, presented at a session entitled “International Law, National Security, and Corporate Law.” Joining her on the panel were Kish Parella of Washington and Lee University School of Law, Tom C.W. Lin of Temple University Beasley School of Law, Evan Criddle of William & Mary Law School, and moderator Megan W. Shaner of University of Oklahoma College of Law.

Held at the University of Oklahoma College of Law, the conference brought together more than four dozen scholars from around the United States for two days of discussions on an array of business law topics including, in addition to international law and corporate governance, securities regulation, technology, corporate criminal law, and bankruptcy law.

Oxford University Press publishes book on corporate governance, sustainability by Georgia Law Prof Christopher Bruner

A new book entitled The Corporation as Technology: Re-Calibrating Corporate Governance for a Sustainable Future and written by Christopher M. Bruner, the Stembler Family Distinguished Professor in Business Law here at the University of Georgia School of Law, has been released today by Oxford University Press.

Here’s OUP’s description:

“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.”

Drawing upon corporate governance structures and reform efforts from around the world, Professor Bruner studies these issues in three parts, entitled, respectively, “The Dynamism of the Corporation,” “Re-Conceptualizing the Corporation,” and “Harnessing the Corporation.” Further details here.

Glowing review for book Georgia Law Professor Bruner co-edited on corporate governance and sustainability

A research handbook co-edited by Christopher M. Bruner, the Stembler Family Distinguished Professor in Business Law here at the University of Georgia School of Law, has garnered significant acclaim in a review just published in a leading academic journal.

Subject of the review is The Cambridge Handbook of Corporate Law, Corporate Governance and Sustainability (Cambridge University Press 2019), which Professor Bruner co-edited with Professor Beate Sjåfjell of the University of Oslo in Norway. As previously posted, this 700-plus-page book includes 50 chapters, by 60 contributors from around the world. In addition to joining his co-editor in drafting the introduction and conclusion, Bruner also wrote chapter 36, “Leaders or Laggards? Corporate Sustainability in Hong Kong and Singapore.”

The new review of this work, written by Fordham Law Professor Martin Gelter, appears in an official, peer-reviewed journal of the American Sociological Association, at 51 Contemporary Sociology 154 (2022). Gelter’s review calls the Bruner-Sjåfjell Handbook a “monumental collection,” and concludes:

“The book is an invaluable resource for research on sustainability issues and on comparative corporate law in general. Any serious library covering these fields should have this book, and any researcher will have to address multiple ideas in the volume.”

Georgia Law Professor Christopher Bruner publishes in Yale Law Journal on corporate governance, sustainability

Christopher M. Bruner, the Stembler Family Distinguished Professor in Business Law here at the University of Georgia School of Law, has published “Corporate Governance Reform and the Sustainability Imperative” at 131 Yale Law Journal 1217 (2022).

Bruner argues that achieving sustainability will require reformulating corporate governance debates and revisiting features of the corporate form that incentivize companies to engage in excessive risk-taking and to externalize environmental and social costs onto society and the world. His Feature critiques the predominantly disclosure-based proposals garnering the most attention in the United States, contrasting them with more fundamental developments in other countries including France, Germany, Norway, South Africa, and the United Kingdom.

Here’s the abstract:

“Recent years have witnessed a significant upsurge of interest in alternatives to shareholder-centric corporate governance, driven by a growing sustainability imperative—widespread recognition that business as usual, despite the short-term returns generated, could undermine social and economic stability and even threaten our long-term survival if we fail to grapple with associated costs. We remain poorly positioned to assess corporate governance reform options, however, because prevailing theoretical lenses effectively cabin the terms of the debate in ways that obscure many of the most consequential possibilities. According to prevailing frameworks, our options essentially amount to board-versus-shareholder power, and shareholder-versus-stakeholder purpose. This narrow perspective obscures more fundamental corporate dynamics and potential reforms that might alter the incentives giving rise to corporate excesses in the first place.
“This Feature argues that promoting sustainable corporate governance will require reforming fundamental features of the corporation that incentivize excessive risk-taking and externalization of costs, and presents an alternative approach more conducive to meaningful reform. The Feature first reviews prevailing conceptions of the corporation and corporate law to analyze how they collectively frame corporate governance debates. It then presents a more capacious and flexible framework for understanding the corporate form and evaluating how corporate governance might be reformed, analyzing the features of the corporate form that strongly incentivize risk-taking and externalization of costs, discussing the concept of sustainability and its implications for corporate governance, and assessing how the corporate form and corporate law might be re-envisioned to produce better results.
“The remainder of the Feature uses this framework to evaluate the proposals garnering the most attention today, and to direct attention toward the broader landscape of reforms that become visible through this wider conceptual lens. Recent reform initiatives typically rely heavily on disclosure, which may be an essential predicate to meaningful reform, yet too often is treated as a substitute for it. The Feature then assesses more ambitious reform initiatives that re-envision the board of directors, and rethink underlying incentive structures—including by imposing liability on shareholders themselves, in limited and targeted ways, to curb socially harmful risk-taking while preserving socially valuable efficiencies of the corporate form. The Feature concludes that until we scrutinize the fundamental attributes of the corporate form and the decision-making incentives they produce by reference to long-term sustainability, effective responses to the interconnected environmental, social, and economic crises we face today will continue to elude us.”

The full article is available here.

Georgia Law Professor Bruner presents on corporate sustainability disclosure to law students in Ireland and Minnesota

Christopher M. Bruner, the Stembler Family Distinguished Professor in Business Law here at the University of Georgia School of Law, co-presented an online seminar for law students in the United States and Ireland last week, on the subject of corporate sustainability disclosures. Bruner’s presentation was titled “Non-Financial Disclosure Around the World.”

Bruner co-presented the seminar session with with Professor Brett McDonnell, who holds the Dorsey & Whitney Chair in Law at the University of Minnesota Law School. Convening the event were another member of the Minnesota Law faculty, Professor Claire Hill, holder of the James L. Krusemark Chair in Law, and Professor Joe McGrath, a member of the faculty of the Sutherland School of Law, University College Dublin.

Georgia Law scholars MJ Durkee and Harlan Cohen to take part next week in International Law Weekend, annual meeting of American Branch of International Law Association

Two scholars on the international law faculty here at the University of Georgia School of Law will take part next week in International Law Weekend 2021, the annual meeting of the American Branch of the International Law Association. Typically held in New York, the meeting, for which Georgia Law is proud to be a Gold-Level Sponsor, will take place online this year on account of the pandemic. This year’s theme is “Reinvesting in International Law.” Registration is now open here.

Both professors will be featured on Friday, October 29 – as follows:

9-10:15 a.m. Outsourcing International Responsibility

Melissa J. “MJ” Durkee, who is Associate Dean for International Programs, Director of the Dean Rusk International Law Center, and Allen Post Professor at Georgia Law, will moderate and contribute to this panel, which will consider how attribution is handled in the Articles on the Responsibility of States for Internationally Wrongful Acts issued twenty years ago by the United Nations’ International Law Commission. Durkee and other panelists – Kristen Boon of Seton Hall Law, Chimène Keitner of California-Hastings Law, and Alex Mills of the Faculty of Laws at University College London – will consider the following question:

When the state outsources public functions to private actors and holds stock in private companies, when should it be responsible for environmental disasters, military activities, cyber-attacks, and other violations of international law?

10:30-11:45 a.m. The Geopolitics of Economic Competition

Harlan G. Cohen, who is Gabriel M. Wilner/UGA Foundation Professor in International Law and Faculty Co-Director of the Dean Rusk International Law Center at Georgia Law, will moderate this panel, which will map the new terrain of global competitive anxiety. Panelists Lauren Brown (Georgia Law JD’19) of Squire Patton Boggs, Sarah Bauerle Danzman of Indiana University Bloomington, Margaret Lewis of Seton Hall Law, and Henrique Choer Moraes of the Embassy of Brazil in New Zealand, will lay out various state policies being adopted, explores the choices facing those caught in the potential crosshairs, and further consider the ways in which international law and its regimes are being challenged, restructured, and reformed. The discussion promises to tell a story of flux and change from the viewpoint of the globe, the state, and the individual.

The full ILW program, which includes keynote addresses by many dignitaries, is here. Registration, which is free for students, is here.

Georgia Law Professor Bruner’s chapter on comparative corporate governance published in new Research Handbook

Christopher M. Bruner, the Stembler Family Distinguished Professor in Business Law here at the University of Georgia School of Law, has contributed a chapter, “Methods of Comparative Corporate Governance,” to a just-published academic handbook on the subject.

Bruner’s chapter appears in Research Handbook on Comparative Corporate Governance. Edited by Afra Afsharipour, Professor of Law and Senior Associate Dean for Academic Affairs at the University of California, Davis, School of Law, and Martin Gelter, Professor of Law at Fordham University School of Law, the volume was issued by Edward Elgar Publishing.

Here’s the abstract for Professor Bruner’s chapter, a version which is available at SSRN:

Methodology has not received sufficient attention in the field of comparative law, and this shortcoming is perhaps even more significant in the specific field of comparative corporate governance, where the general comparative legal literature that does exist on the subject tends to be ignored. While there is assuredly no single, optimal comparative method, it remains critically important for scholars to evaluate whether the approach undertaken is fit for purpose – that is, whether the comparative method adopted is in fact capable of illuminating the subject of inquiry.

This chapter highlights some significant methodological choices and challenges encountered in comparative corporate governance. Part II describes differing comparative postures that one might adopt, emphasizing similarity or difference, respectively – an important threshold consideration, in so far as one often finds what one sets out to find, without recognizing the degree to which such predispositions might cloud the analysis and preclude a fuller account. Part III examines how the law and economics movement, in particular, has affected comparative analysis of corporate governance, critiquing its (implicit) methodology and assessing its impacts. Part IV, then, discusses various choices in research design, emphasizing how the alternatives are impacted by the foregoing dynamics. Part V briefly concludes, calling for methodological self-awareness and candid acknowledgment of the limits of what various comparative approaches to corporate governance can deliver.

Georgia Law students earn international practice experience as Global Externs

Ten rising 2L and 3L students at the University of Georgia School of Law are taking part in Global Externships Overseas this summer. Administered by the Dean Rusk International Law Center, the GEO initiative places Georgia Law students in externships lasting from four to twelve weeks, and offers students the opportunity to gain practical work experience in a variety of legal settings worldwide.

These Global Externs are enhancing their legal education through placements – remote this summer, on account of the pandemic – in law firms, in-house legal departments, and nongovernmental organizations based in Asia, Europe, and South America. Practice areas include dispute resolution, corporate law, refugee law, and international human rights law.

This year’s GEO class includes these placements in private law settings:

  • Ben Bacia (3L) – PSA India, New Delhi, India
  • Starlyn Endres (3L) – Orange, Brussels, Belgium
  • Savannah Grant (2L) – Araoz y Rueda, Madrid, Spain
  • Nishka Malik (2L) – Orange, Brussels, Belgium
  • Alina Salgado (2L) – MV Kini & Co., New Delhi, India
  • Maha Toor (2L) – Syngenta AG, Buenos Aires, Argentina

Additionally, the following students are working in public law placements:

  • Collin Douglas (2L) – Documentation Center of Cambodia, Phnom Penh
  • Caleb Grant (2L) – Documentation Center of Cambodia, Phnom Penh
  • Savannah Grant (2L) – No Peace Without Justice, Brussels, Belgium
  • Bradford Lorenz (3L) – Boat People SOS, Center for Asylum Protection, Bangkok, Thailand

Professor Melissa “MJ” Durkee named Georgia Law Associate Dean for International Programs and Director of Dean Rusk International Law Center

We at the Dean Rusk International Law Center of the University of Georgia School of Law are delighted to announce that Professor Melissa J. “MJ” Durkee will be the law school’s next Associate Dean for International Programs, a position that includes service as our Center’s Director. The appointment will take effect this Thursday, July 1.

In assuming leadership of the Dean Rusk International Law Center, Durkee succeeds Professor Lori A. Ringhand, who has served as the Center’s Interim Director for the past year and a half. The law school’s most recent Associate Dean for International Programs was Professor Diane Marie Amann, who served in that post from 2015-2017 and who since then has been a Faculty Co-Director of the Center along with Professor Harlan G. Cohen.

Named after former U.S. Secretary of State and Georgia Law Professor Dean Rusk, our Center has served since 1977 as the international law and policy nucleus for education, scholarship, and other collaborations among faculty and students, the law school community, and diverse local and global partners. As Director, Durkee will lead a Center staff that includes Laura Tate Kagel and Mandy Dixon, respectively the Associate Director and the Assistant for International Professional Education, and Sarah Quinn and Catrina Martin, respectively the Associate Director and the Assistant for Global Practice Preparation.

Durkee (prior posts, SSRN page) also holds the title at Georgia Law of Allen Post Professor, as well as a courtesy appointment in the university’s Terry College of Business. A highly regarded scholar, she teaches, writes, and presents on international law and corporate governance, with focus on international economic and environmental law, global governance, democratic participation, public-private partnerships, and legal theory. Her most recent article, “Interpretive Entrepreneurs,” has just been published at 107 Virginia Law Review 431 (2021).

Her leadership roles in the Washington, D.C.-based American Society of International Law include: Board of Editors, American Journal of International Law; Supervising Editor, AJIL Unbound; ASIL Executive Council; and Vice Chair, ASIL International Legal Theory Interest Group. Wearing that last hat, she organized “The Law and Logics of Attribution: Constructing the Identity and Responsibility of States and Firms,” a conference that our Center hosted online last September. Durkee has also served as faculty advisor to the Georgia Journal of International & Comparative Law.

Before joining the Georgia Law faculty in 2018, Durkee was a professor at the University of Washington School of Law. A graduate of Yale Law School, she practiced international litigation and arbitration at Cleary Gottlieb Steen & Hamilton in New York and was law clerk to Judge Kim McLane Wardlaw, U.S. Court of Appeals for the Ninth Circuit, and Judge Sidney H. Stein, U.S. District Court for the Southern District of New York.

Georgia Law Professor Bruner presents on corporate governance and sustainability to Italy PhD students

Christopher M. Bruner, the Stembler Family Distinguished Professor in Business Law here at the University of Georgia School of Law, delivered a 3-hour seminar online yesterday to students in the PhD Programmes in Legal Sciences and Law and Innovation at the University of Macerata in Italy.

The seminar’s title, “The Corporation as Technology: Re-Calibrating Corporate Governance for a Sustainable Future,” is also the provisional title of Bruner’s forthcoming Oxford University Press book.

Bruner was introduced by Alessio Bartolacelli, who holds the Jean Monnet Business Law Chair in the European Union and Sustainable Economy at Macerata.