Required Reading

Too busy to read it all? Try these books, blogs, webcasts, websites and other info resources curated by CCBJ especially for corporate counsel and legal ops professionals.

RESEARCH PAPER: Toward Fair and Sustainable Capitalism

As Chief Justice Leo E. Strine, Jr. prepared to retire after more than two decades on the ever-important Delaware Chancery Court, he turned his always active, and sometimes biting, pen to a paper calling for a complete reorientation of corporate governance in America.

Published by the University of Pennsylvania Law School’s Institute for Law and Economics, Strine’s screed is quite remarkable in that it stakes out a very direct public policy position. According to Charles M. Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, Strine’s “stakeholder” view of corporate governance swims against the strong “shareholder primacy” stream in Strine’s own business-friendly jurisdiction. Labeled a “Fair and Sustainable Capitalism Proposal,” Strine lays the blame for the current failures of American capitalism squarely at the feet of institutional investors and their demand for immediate returns. “This state of affairs exists in no small part because we have made public companies more and more responsible to the desires of the stock market,” he writes. “This has resulted in declines in gainsharing of corporate profits with workers, a large increase in stock buybacks, skyrocketing CEO pay, and growing inequality.”

Strine’s paper can be downloaded for free at The Harvard John M. Olin Discussion Paper Series.

BOOK: White Shoe

What? Like a real bricks-and-mortar book? Well, this one is worth a look. White Shoe: How a New Breed of Wall Street Lawyers Changed Big Business and the American Century, by John Oller, focuses on the period 1890 to 1920 and an elite band of corporate lawyers who “could take a law that looked like a stonewall to a layman and turn it into a triumphal arch.” Among the colorful figure profiles are Paul Cravath, who went to war with Thomas Edison on behalf of George Westinghouse and created the modern law firm along the way; Francis Stetson, who fiercely defended financier J.P. Morgan against a government determined to bust up his empire; and Willian Nelson Cromwell, the lawyer who “taught the robber barons how to rob” and played a key role in creating the Panama Canal. As Oller writes, “Depending on one’s point of view, the original Wall Street lawyers taught their clients either how to circumvent restrictive legislation or . . . how to keep prayerfully within the law.”

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More from the CCBJ Blog