Georgia Law Professor Bruner presents in Pisa, Italy, on his new corporate governance and sustainability book

Christopher M. Bruner, the Stembler Family Distinguished Professor in Business Law here at the University of Georgia School of Law, presented Friday at “The Corporate Form and Society,” a seminar at the Sant’Anna School of Advanced Studies in Pisa, Italy.

Bruner presented his new book, The Corporation as Technology: Re-Calibrating Corporate Governance for a Sustainable Future (Oxford University Press 2022).

Also speaking at the panel, which was chaired by Sant’Anna Professor Giuseppe Martinico, were legal scholars from the University of Parma in Italy and Washington and Lee University, University of Pennsylvania, New York University, and Louisiana State University in the United States.

Georgia Law Professor Bruner presents on corporate governance and sustainability at seminar in Milan, Italy

Christopher M. Bruner, the Stembler Family Distinguished Professor in Business Law here at the University of Georgia School of Law, presented Wednesday at “Corporate Law, Society, and the Planet,” a seminar at Università Bocconi in Milan, Italy.

Bruner’s presentation was entitled “The Corporation as Technology: Re-Calibrating Corporate Governance for a Sustainable Future,” and drew upon his new book of the same name. Also speaking were Bocconi Law Professor Giovanni Strampelli, as well as legal scholars from New York University and Washington and Lee University.

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.

In D.C. during ASIL Annual Meeting this week, Georgia Law scholars on panels at ASIL and at Brookings Institution

Scholars at the University of Georgia School of Law are taking part on panels during this week’s 116th Annual Meeting of the American Society of International Law, the theme of which is “Privatizing International Governance.”

The annual meeting opened yesterday and runs through Saturday – in person, in Washington, D.C., for the first time in a couple years. Indeed, the meeting is hybrid, with registration available for online viewers – including, at ASIL Academic Partners like Georgia Law, free registration for students.

Georgia Law representation includes these panels:

10:30-11:30 a.m., Friday, April 8: Privatizing International Governance

Melissa J. “MJ” Durkee, who is Associate Dean for International Programs, Director of the Dean Rusk International Law Center, and Allen Post Professor (pictured above left), will serve as moderator for a panel entitled “Privatizing International Governance,” part of the meeting’s International Law Beyond the State track.

Here’s the panel description:

“The 2030 Agenda for Sustainable Development and the UN Guiding Principles on Business and Human Rights both encourage engaging business groups as partners in developing global governance agendas. Such multi-stakeholder and public-private partnerships are increasingly common and seen as essential to the future of international business regulation. The participation of affected groups brings expertise, promotes engagement and buy-in, and secures funding. At the same time, critics have raised alarms about industry capture of the UN climate change bodies, global financial governance institutions, and international public health standard-setting efforts. In response, institutions like the World Health Organization and the Food and Agriculture Organization are implementing reforms to prevent mission-distortion by business groups. At a time when multilateral cooperation is at an ebb, public-private partnerships are indispensable, and yet the danger of undue influence is real. The time is therefore ripe to consider how to productively engage business groups in global governance. This roundtable of experts will discuss cutting-edge efforts by international organizations to capture the benefits of business participation while reducing the harms. The roundtable will consider access rules, existing and proposed reforms, and how past experience may offer lessons for future challenges.”

Panelists will be: Patricia Kameri-Mbote, United Nations Environment Programme; Nora Mardirossian, Columbia Center on Sustainable Investment; Suzy Nikièma, Lead, Sustainable Investment, International Institute for Sustainable Development; and Nancy Thevenin, United States Council for International Business.

3-4:30 p.m., Friday, April 8: Fourth Annual International Law Review Editors-in-Chief Roundtable

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 (above right), will serve as a panelist in the “Fourth Annual International Law Review Editors-in-Chief Roundtable,” an online session that is part of the meeting’s Professional and Academic Development track.

Here’s the panel description:

“In recognition of the important role that student-edited international law journals play in the dissemination of international legal scholarship, the Society hosts an annual International Law Review Editor Roundtable. This Roundtable will discuss key issues around legal scholarship, including: selecting great topics that might be more relevant to the various audiences of law journals, including scholars and practitioners; how international law journals can be more effective at soliciting and/or selecting relevant pieces of international legal scholarship; and how to work with authors (who may have different cultural perspectives) to successfully publish their pieces. The Roundtable will be facilitated by international law experts as well as sitting editors-in-chief of law student-run international law journals. The Society invites current students and recent graduates interested in the process of scholarship and publication in international law to connect with their peers and distinguished scholars and practitioners.”

Joining Professor Cohen on the panel will be Colorado Law Professor James Anaya and Vanderbilt Law Professor Ingrid Wuerth.

Additionally:

11 a.m.-1 p.m. Friday, April 8: Eighth Annual Justice Stephen Breyer Lecture on International Law, Brookings Institution

Diane Marie Amann, who is Regents’ Professor of International Law, Emily & Ernest Woodruff Chair in International Law, and Faculty Co-Director of our Center (above second from left), will serve on a panel to be held after Philippe Sands, a barrister and University College London law professor now visiting at Harvard Law, delivers a lecture entitled “Crimes Against Humanity, Genocide, and Ecocide: of Rights, Responsibilities, and International Order.” Other panelists will be Georgetown Law Professor Jane Stromseth and George Washington University Law Professor Sean D. Murphy. Online registration is still available here for this event.

Georgia Law professors also are taking part in ASIL leadership meetings during the annual conference, which is supported by four volunteer Georgia Law students: 1Ls John Carter and Jack Schlafly and LLMs Veronika Grubenko and Agustina Figueroa Imfeld.

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 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.

Georgia Law Professor Christopher Bruner presents to International Monetary Fund on corporations and sustainability

Professor Christopher Bruner, the Stembler Family Distinguished Professor in Business Law here at the University of Georgia School of Law, recently presented “The Corporation as Technology: Re-Calibrating Corporate Governance for a Sustainable Future” to the International Monetary Fund, a 75-year-old organization of 189 countries that, operating within the United Nations system, works to “foster global monetary cooperation, secure financial stability, facilitate international trade, promote high employment and sustainable economic growth, and reduce poverty around the world.”

Bruner’s online presentation was organized by the IMF Legal Department and moderated by Rhoda Weeks-Brown, Director of the Legal Department and the IMF’s General Counsel.  Attendees included staff lawyers and economists from across the IMF.

His talk was based on the book that he is currently writing, which is due to be published by Oxford University Press next year.

Georgia Law Professor Bruner presents on corporations and sustainability in University of Oslo Law forum

Professor Christopher Bruner, the Stembler Family Distinguished Professor in Business Law here at the University of Georgia School of Law, presented yesterday in Company Law Forum, a video-seminar offered by Research Group Companies, Markets and Sustainability, a unit within the University of Oslo Faculty of Law.

The Research Group described Bruner’s presentation, “Private Power and Public Good: Harnessing the Corporation for a Sustainable Future”, as follows:

The corporate form is widely described, and on some accounts defined, by reference to a core set of purportedly fixed, intrinsic attributes. Such depictions of the corporate form typically reflect strong assumptions about which corporate constituencies should be regarded as internal participants in the corporation, and go hand-in-glove with strong theoretical claims about the corporation’s core utility and corporate law’s correlative content. Christopher Bruner argues, however, that such rigid and static depictions of the corporate form and corporate law have fundamentally misconstrued the nature of the entity, giving rise to a host of corporate pathologies that include excessive risk-taking and cost externalization without regard for environmental and social impacts.

Such hidebound conceptions of the corporation have effectively sacrificed the flexibility and dynamism of the corporate form, thereby obscuring potential governance-related regulatory options that could offer promising solutions to a host of vexing problems. In his new book project, tentatively titled Private Power and Public Good: Harnessing the Corporation for a Sustainable Future, Bruner will re-conceptualize the corporation, not as a fixed and rigid set of legal characteristics but rather as a dynamic legal technology that can be calibrated and re-calibrated in varying contexts, and over time, in response to a dynamic landscape. He will then build upon that framework to explore the corporation’s potential to contribute to environmental, social, and economic sustainability.