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The Trouble with Tibble: Environmental, Social, and Governance (ESG) and Fiduciary Duty
Jonathan A. McGowan
Jonathan McGowan practices business law and international legal development in Jacksonville Beach, Florida. He is an elected Fellow at the European Law Institute, Vienna, Austria. Global Executive M.B.A., China Europe International Business School, 2024 (anticipated); J.D., Certificate in Environmental, Natural Resources, and Land Use Law, Florida State University College of Law, 2021; B.A. University of Florida, 2006.

The aggressive expansion of Environmental, Social, and Governance (ESG) factors in financial investments over the past decade has challenged prior concepts of corporate responsibility. A conflict has developed amongst lawmakers and advocates over the responsibility of corporate directors and fund managers relating to ESG, most notably, whether implementing ESG is a breach of fiduciary duty. To address this question, this article will look at the  international origins of ESG, provide an overview of fiduciary duty, and examine possible conflicts between ESG and fiduciary duty.

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Discriminatory Employment Transfers: The New Circuit Split
Maddie Fleming

Discussion

Does Title VII of the 1964 Civil Rights Act forbid employers from laterally transferring employees based on race, sex, religion, or other protected category, including when the transfer results in no “material” harm to the employee? 

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The Hedge Fund Activism of Engine No. 1
Bernard S. Sharfman
Research Fellow with the Law & Economics Center at George Mason University’s Antonin Scalia Law School and a Senior Corporate Governance Fellow at RealClearFoundation

Mr. Sharfman’s article, “The Illusion of Success: A Critique of Engine No. 1’s Proxy Fight at ExxonMobil,” can be found here. The research associated with that article was supported by a grant from the Law & Economics Center.

On the eightieth anniversary of the attack on Pearl Harbor, December 7, 2021, Engine No. 1 stormed into the world of shareholder activism with its letter nnouncing to the board of directors of ExxonMobil that it was ready to engage the board in a proxy contest.  Engine No. 1’s activism was considered extremely successful.  Despite having only $40 million worth of ExxonMobil common stock in hand and no specific recommendations to enhance shareholder value or move the company into profitable low carbon emissions, Engine No. 1 was still able to convince enough ExxonMobil shareholders to elect three of its four nominees to the board.

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The Wireless Investors Movement
Sergio Alberto Gramitto Ricci
NYU School of Law

The authors would like to thank Luca Falciola, Doug McAdam, and Sid Tarrow for their insights on social movements. The authors first identified the Wireless Investor Movement in their forthcoming article, Sergio Alberto Gramitto Ricci & Christina M. Sautter, Corporate Governance Gaming: The Collective Power of Retail Investors, 22 Nev. L.J. (forthcoming), https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3815088.

Christina M. Sautter
LSU Paul M. Hebert Law Center

As Web3 promises to reestablish the role of individuality online, tech savvy investors are set to cause an unprecedented paradigm shift in corporate governance. The paradigm shift is rooted in the weltanschauung of Gen Z and millennial investors who use technology and online communities to overcome traditional collective action problems. We refer to these investors who grew up with wireless communications and social interactions and use the internet for investing as wireless investors.