Consul General’s talk on Mexico’s federal lawsuit against arms makers opens 2022-2023 events calendar at Georgia Law’s Dean Rusk International Law Center

Our schedule of 2022-2023 events here at the University of Georgia School of Law Dean Rusk International Law Center opened yesterday with a compelling presentation by the Consul General of Mexico in Atlanta.

In a talk entitled “Institutional Structure of the U.S.-Mexico Relations and Key Bilateral Issues: Mexico’s Legal Case Against U.S. Gun Manufacturers,” Ambassador Javier Díaz de León began by outlining ways that Mexico and the United States – often along with their neighbor to the north, Canada – discuss and seek solutions to common problems.

One concern, of course, is security; in Mexico’s case, the southward flow of firearms and money that enable drug cartels to operate. After providing statistics on the high proportion of weapons confiscated in Mexico that have been manufactured or distributed in the United States, Ambassador Díaz turned to what he rightly called the “landmark” step that his government took on August 4, 2021, when it filed Estados Unidos Mexicanos v. Smith & Wesson Brands et al. in the U.S. District Court for the District of Massachusetts. That civil tort suit alleges that Smith & Wesson and 10 other firearms manufacturers or distributors unlawfully permitted U.S. weapons to enter Mexico, where firearms are, for the most part, prohibited. According to Ambassador Díaz, a federal judge heard argument on defendants’ motion to dismiss last spring, but has not yet ruled on that motion, and discovery is under way.

Following his presentation, Georgia Law Regents’ Professor Diane Marie Amann, one of our Center’s Faculty Co-Directors, moderated questions from the audience, composed mostly of students.

This marked the ambassador’s second visit to our University of Georgia School of Law Dean Rusk International Law Center; in 2018, also as part of our Consular Series, he spoke on “Mexico’s Relation with Georgia: Connecting Paths.”

Cosponsoring yesterday’s event with our Center were the Latin American & Caribbean Studies Institute at the University of Georgia, as well as two Georgia Law student groups, the Hispanic Law Students Association and the International Law Society.

Follow this webpage or our Twitter feed to learn about upcoming events.

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.