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Volume 3.2
Political Freedom and Economic Constraints: The Political Setting for the Problem of Twelve
John C. Coates
Deputy Dean and John F. Cogan Professor of Law of Economics at Harvard Law School

This essay outlines foundations of the current moment facing corporations and politics, which I have characterized as a new “problem of twelve”—that is, the concentration of power in the hands of a small number of index and private equity fund sponsors.

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Volume 3.2
The Power to Shape the “Political”
Amanda Shanor
Assistant Professor and Wolpow Family Faculty Scholar, the Wharton School of the University of Pennsylvania.

Thank you to the editors of the University of Chicago Business Law Review, including Anna Dincher and Maddie Fleming, for organizing this rich conversation and for their helpful comments and suggestions. I am grateful to Emily Chapuis, Sarah Light, Elizabeth Pollman, and Robert Post for helpful conversations and feedback that sharpened these ideas. All errors are my own.

I. Introduction

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Volume 3.2
Kalven For Corporations: Should For-Profit Corporations Adopt Public Statement Policies?
Anthony J. Casey
Donald M. Ephraim Professor of Law and Economics, Faculty Director, The Center on Law and Finance.

The authors are grateful to Tom Cole for his advice and to participants at the University of Chicago Business Law Review Symposium for comments. The Richard Weil Faculty Research Fund and the Paul H. Leffmann Fund provided generous support.

Tom Ginsburg
Leo Spitz Distinguished Service Professor of International Law, Ludwig and Hilde Wolf Research Scholar, Faculty Director, Forum for Free Inquiry and Expression, University of Chicago Law School.

The authors are grateful to Tom Cole for his advice and to participants at the University of Chicago Business Law Review Symposium for comments. The Richard Weil Faculty Research Fund and the Paul H. Leffmann Fund provided generous support.

In the last few years, publicly held for-profit companies have been called upon to take public positions on myriad issues unconnected to core business concerns. Demands for public statements may arise from customers, employees, shareholders (large and small), the media, and others.

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Volume 3.2
How Did Corporations Get Stuck in Politics and Can They Escape?
Jill E. Fisch
Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Carey Law School and a Fellow of the European Corporate Governance Institute.

We are grateful for helpful comments from Reilly Steel, Heidi Welsh, and participants in the Wharton/Penn Law Women in Law and Finance Conference, the Penn Law Faculty Ad Hoc Seminar, the Berkeley Forum on Corporate Governance, the Section on Business Associations at the AALS Annual Meeting, the BYU Winter Deals Conference, the University of Chicago Business Law Review Symposium on the Corporation’s Role in Politics, the Università Cattolica del Sacro Cuore Faculty Seminar, the Global Corporate Governance Colloquium, the Global Institutional Governance Network, and the University of Texas Faculty Workshop.

Jeff Schwartz
Hugh B. Brown Presidential Professor of Law at the University of Utah, S.J. Quinney College of Law.

We are grateful for helpful comments from Reilly Steel, Heidi Welsh, and participants in the Wharton/Penn Law Women in Law and Finance Conference, the Penn Law Faculty Ad Hoc Seminar, the Berkeley Forum on Corporate Governance, the Section on Business Associations at the AALS Annual Meeting, the BYU Winter Deals Conference, the University of Chicago Business Law Review Symposium on the Corporation’s Role in Politics, the Università Cattolica del Sacro Cuore Faculty Seminar, the Global Corporate Governance Colloquium, the Global Institutional Governance Network, and the University of Texas Faculty Workshop.

I. Introduction

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Volume 3.2
Corporate Participation in Social Debates
Anna Toniolo
Fellow and Director, Harvard Law School Program on Corporate Governance, and SJD candidate, Harvard Law School.

For helpful comments and discussions, I would like to thank Lucian Bebchuk, Shelley Alpern, Jane Bestor, John Coates, Alma Cohen, Louis Kaplow, Reiner Kraakman, Ignacio Orellana Garcia, Anete Pajuste, Ariel Rava, Kathy Spier, Tom Zur, and participants in the Harvard Law School Program on Corporate Governance Workshop, the Harvard Law School Graduate Program LLM Paper Presentation, The University of Chicago Business Law Review Symposium 2024, and the 2024 National Business Law Scholars Conference. I am also grateful to the Center for Political Accountability for sharing the data on the corporate political contributions to RAGA and DAGA, and in particular to Bruce Freed and Jeanne Hanna.

“It’s never been more essential for CEOs to have a consistent voice.”

– Larry Fink, 2022 Annual Letter to CEOs

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Volume 3.2
Lawbreaking as Lawmaking
Michael Kang
Class of 1940 Professor of Law, Northwestern Pritzker School of Law.

Many thanks to Richard Briffault, John Coates, Jill Fisch, and Nancy Leong for their comments on an earlier draft.  Thanks also to Zach Furlin, Gene Kim, Brent Larson, and Christine Thomas for excellent research assistance.

I. Introduction

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Volume 3.1
Can Machines Commit Crimes Under U.S. Antitrust Laws?
Aslihan Asil
Yale University, PhD in Financial Economics 2024, Yale Law School, J.D. 2021

This paper benefitted from discussions with Ian Ayres, Matt Backus, Joe Harrington, Alex MacKay, Fiona Scott Morton, and Paulo Ramos. All errors are the authors’ own. Wollmann thanks the William Ladany Research Fund at the University of Chicago Booth School of Business for its generous support. The views expressed herein are those of the authors and do not necessarily reflect the views of the National Bureau of Economic Research.

Thomas G. Wollmann
Associate Professor of Economics and William Ladany Faculty Scholar, University of Chicago Booth School of Business, Faculty Research Fellow, National Bureau of Economic Research

This paper benefitted from discussions with Ian Ayres, Matt Backus, Joe Harrington, Alex MacKay, Fiona Scott Morton, and Paulo Ramos. All errors are the authors’ own. Wollmann thanks the William Ladany Research Fund at the University of Chicago Booth School of Business for its generous support. The views expressed herein are those of the authors and do not necessarily reflect the views of the National Bureau of Economic Research.

I.    Introduction