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Section 23B.08.300 of the Revised Code of Washington (RCW) defines the general standards of conduct for directors in discharging corporate duties. The Washington State Legislature developed these standards to govern the manner in which directors perform their duties, rather than to impose liability on directors for negligent business decisions under the business judgment rule. Indeed, the business judgment rule, as defined by leading corporate-law jurisdictions and the American Bar Association, generally protects directors from liability associated with negligent business decisions so long as the director makes decisions in good faith, on an informed basis, without self-interest, and in accordance with the director's belief of what is best for the corporation. Nevertheless, the Washington State Supreme Court has suggested in dicta that the ordinary due-care standard of conduct included in RCW 23B.08.300 is an element of the business judgment rule standard of liability. Under the court's interpretation of the business judgment rule, the quality or substance of a director's business decision will not be protected from liability unless an ordinarily prudent person would have made the same decision under like circumstances. This Comment first argues that the standards of conduct set forth in RCW 23B.08.300 are separate and distinct from the business judgment rule standard of liability, and should not impose liability on directors for unfavorable business decisions. Second, this Comment proposes a legal framework for applying the business judgment rule in Washington state that is consistent with court precedent and the legislative intent underlying RCW 23B.08.300. Finally, this Comment proposes that Washington state courts adopt section 8.31 of the Model Business Corporations Act to provide the judiciary, directors, and the corporate bar with additional guidance in applying the business judgment rule.

In the 2011 session, the Virginia General Assembly passed House Bill 2358, Benefit Corporations, to be codified as article 22 (the "Benefit Corporations Article") of the Virginia Stock Corporation Act ("VSCA"). The Benefit Corporations Article is largely based on legislation prepared in other states and allows a Virginia corporation to elect in its articles of incorporation to be treated as a "benefit corporation." These for-profit corporations are required to pursue not only profitability but also a general public benefit and, if one so elects, one or more specific public benefits. In Section II of this article, the author discusses the Benefit Corporations Article in detail. Section III examines some aspects ofthe Benefit Corporations Article for social entrepreneurs and practitioners to consider before making the benefit corporation election. In Section IV, the author asks whether practitioners and social entrepreneurs can achieve some of the same corporate governance objectives by private ordering without electing to be treated as benefit corporations. Finally, Section V concludes withsome observations about the Benefit Corporations Article itself.

There is a considerable incongruity between the ends and aims of the business association, on the one hand, and the ends and aims of the family -- and thus of most family businesses -- on the other. This Essay proposes a principle for the guidance of the law in such matters. This is the principle of subsidiarity, which instructs government and the law to recognize the smaller organizations of society and to foster their functioning along lines appropriate to their purposes and along the lines intended by their principals. This Essay develops an especially rich account of the principle of subsidiarity, according to which that principle calls for a presumption, in matters concerning family businesses, that the principals intend the normativity of the family to dominate. Vigorous application of this enriched principle, it is here proposed, will lead to important doctrinal developments, and also to courts' reorienting their general attitude towards the development of the theory and policy of business associations.

By adding the relevant French text in a column directly across from the translation into English, this 2nd edition has a whole new dimension which makes it an invaluable resource in legal linguistics for international practitioners and academics. The selection of texts has been made by members of the Paris office of Paul, Hastings, Janofsky & Walker (Europe) LLP, under the direction of Pierre Kirch. A team of advanced French and American law students at Columbia University Law School, supervised by Professor Bermann, has prepared the basic translations. The definitive translations and chapter introductions were prepared by the authors. Through a sound translation of the legislation which recurringly applies to ordinary and usual business situations, it is possible to discern the philosophy underlying the French system, reflective of how France conceives and regulates business phenomena that are in themselves essentially universal. Significant excerpts of fast-evolving areas of the law have been translated because in a French setting, transactional work involves not only fundamental contractual concepts set out in the Civil Code, but also securities law, intellectual property, competition, tax and labor law considerations. Each chapter opens with a brief introduction to the subject and an outline of its contents. The purpose is to allow the reader to place the translated legislation and rules in their overall context. The selection of translated material is done in such a way as to enable the reader to appreciate in their full scope the fundamentals of each area of the law, as conceived by the legislator, the French Government and, in certain cases, independent regulatory authorities. A glossary added to each chapter is intended to give a preliminary idea of the conceptual linguistic tools used in each of the subject-area chapters. Legal translation is not an exact science, but based on the authors' combined experience of more than 50 years in dealing with the fascinating differences between French law and U.S. law, they are keenly aware of the fact that the translation of legal language is not made by the translation of words, but rather by an attempt to use words to achieve an (often rough) equivalence of concepts. By putting the French original across from the translation, and by investing themselves in the qualitative value of seeking not words but conceptual equivalents or explanations for the rules of French law, they hope to have fostered a deeper understanding of the laws and regulations governing business in France. This should not only better inform those lawyers involved internationally but also be instructive to French lawyers interested in the recurrent linguistic characteristics of French legal texts. This can only be shown when the French original is compared with the appropriate conceptual link to American legal English. ; https://scholarship.law.columbia.edu/books/1185/thumbnail.jpg

The author argues for expanded coverage of corporate social responsibility in the U.S. law school curriculum. Corporate social responsibility is of increasing importance for businesses, particularly for those companies that conduct multinational operations. Current national legal and regulatory regimes fail to adequately address the social and environmental issues that arise in business operations. As a result, intergovernmental organizations, non-governmental organizations and businesses have begun to promulgate voluntary codes ofconduct. These codes touch on such subjects as core labor standards, environmental protection, bribery offoreign government officials in international business and human rights. Examples include the Organization for Economic Cooperation and Development Guidelines for Multinational Enterprises and the Global Compact. Businesses have also implemented corporate social responsibility programs as part of their best practices. In addition, there are emerging areas of legal liability involving CSR principles, such as those created under the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.S. Foreign Corrupt Practices Act and the U.S. Alien Tort Claims Act. Although such developments are significant for business, they are not adequately covered in U.S. law school courses on corporate law and international business transactions. As a consequence, U.S. law schools are not adequately preparing their graduates to counsel clients on emerging CSR norms and are neglecting their responsibility to educate students on one of the fundamental values of the legal profession, namely promoting justice, fairness and morality. The author suggests a framework for a corporate social responsibility course or seminar that might be included as part of the U.S. law school curriculum.

Businesses are under attack. State and non-state adversaries are assaulting companies using drones, mercenaries, cyberweapons, sanctions, and restrictions. Instead of military installations and government institutions, private firms are often the preferred targets in this mode of warfare. Instead of soldiers and squadrons with bullets and bombs, the weapons of choice are frequently economic hostilities and cyberattacks. This is the new war on business. This Article offers an original examination of contemporary business warfare, its growing importance to national and corporate affairs, and the need for better pragmatic approaches to understanding and addressing its rising threat to our economic stability, national security, and social welfare. It begins by providing an overview of the business theater of war, investigating the combatants, targets, and weapons. Next, this Article analyzes recent episodes of business warfare involving the United States, Russia, Iran, Saudi Arabia, and China to ground the theoretical discussion in the real world. These case studies illustrate the complex matrix of considerations posed by business warfare. The Article then contends with the fundamental legal and practical tensions of economic impact, business hostilities, cyberattacks, and non-state actors that emanate from business warfare. Finally, moving from problems to solutions, this Article proposes three workable initiatives to better protect firms and nations against the risks of business warfare. Specifically, it argues for robust business war games, smart cybersecurity guidance and incentives, as well as greater supply chain and market diversification. Ultimately, this Article aspires to provide a practical blueprint for government and corporate leaders to reflect, plan, and act with more urgency about the consequential realities of business warfare.

Legislation permitting a business organized in one form, such as a corporation, to merge with a business of a different form, such as a limited liability company, is relatively recent, but reasonable and beneficial. A logical extension of this legislation is to permit a single business entity to convert its organizational form without involving a second entity. Recognition of these cross-entity transactions flows naturally from the expansion of organizational options in recent years, particularly the introduction of limited liability companies and limited liability partnerships. Conversion and merger of disparate entities are already available in a few states, with varying degrees of liberality, and are likely to become increasingly common. Both the Revised Uniform Partnership Act and the Model Business Corporation Act support the key principles behind conversion and merger. This Article examines the policies, principles, and drafting issues of cross-entity conversion and merger legislation. It focuses on Oregon's comprehensive statutory scheme and urges other states to emulate that approach.

There is no formal definition of a "business crime" or a "white-collar crime"in the context of Singapore legislation. Neither do any of these terms carryany legal significance. The term "white-collar crime" was popularised afterthe American sociologist, Edwin H Sutherland, delivered his presidentialaddress "White-Collar Criminality" in 1939 to the American SociologicalSociety, where he compared crime in the upper or white-collar class,composed of respectable or at least respected business and professionalmen, with that of the lower class, comprising persons of low socioeconomicstatus (E H Sutherland, "White-Collar Criminality" (1940) 5 AmericanSociological Review.