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26 thg 5

Corporate Governing and the Role of Shareholder Primacy with Ann Lipton

Delaware courts have written that shareholders are the only corporate constituency whose interests are an endrather than merely an instrument of the corporate form. Taken literally, that sounds almost sociopathic — as if the law instructs boards to treat employees, communities, and the environment as tools. Ann Lipton argues that reading is wrong. What that language is actually doing, she says, is issuing a disclaimer: a signal that corporate governance cannot be trusted to exercise social control over corporations, and that the regulatory work must happen elsewhere. It is acry for help. In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) sits down with Ann Lipton (University of Colorado Law School) to trace the legal architecture that made the ESG moment possible — and that made its unravelling, in some sense, inevitable. The conversation ranges from the legitimating logic of shareholder primacy, to the role of institutional investors as political actors, to Tornetta v. Muskand the dramatic transformation of Delaware law, to the question of whether any new legitimating narrative is now assembling to justify corporate power. Ann Lipton is Professor of Law and Laurence W. DeMuth Chair at the University of Colorado Law School, and a Research Member of ECGI. She is one of the sharpest and mostconsistently provocative voices in corporate governance. She is also the host of the Shareholder Primacy podcast. Matteo Gatti is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast. Links: Corporate Power and the Politics of Change by Matteo Gatti (Cambridge University Press)The Legitimation of Shareholder Primacy by Ann Lipton (2025)Shareholder Primacy podcast hosted by Ann Lipton and Mike LevinWhy Shareholder-Driven Corporate Social Responsibility Failed by Mark Roe (2026)Tornetta v. Musk, C.A. No. 2018-0408-KSJM (Del. Ch. Jan. 30, 2024) Other Episodes: The Law of Corporate Governing with Stephen Bainbridge and Roy Shapira - EP. 1 in Corporate Power and the Politics of Change with Matteo GattiThe Economics of Corporate Governing with Swarnodeep Homroy and Elisabeth Kempf – EP. 2 in Corporate Power and the Politics of Change with Matteo GattiCorporate Values versus Value with Jill Fisch & Tim Smith - EP. 3 in Corporate Power and the Politics of Change with Matteo Gatti

26 thg 5

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49 phút
26 thg 5

The Law of Corporate Governing with Stephen Bainbridge and Roy Shapira Corporate Power and the Politics of Change with Matteo Gatti

When a company halts sales of assault-stylerifles, pulls advertising from a controversial platform, or whose CEO takes to social media with a political opinion — is any of it legal? And if it goes wrong, who's liable? In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and thePolitics of Change) sits down with two leading corporate law scholars to map the actual legal terrain of corporate political engagement. Together, they work through the doctrine in law school fashion — hypotheticals, edge cases, and all — to find where the law gives boards genuine latitude, where itconstrains them, and where the genuinely hard cases live. Stephen Bainbridge (UCLA School of Law) makes the case for shareholder wealth maximisation as both the law of the land and what the law ought to require. Roy Shapira (Reichman University, ECGI) brings a complementary lens, examining what happens when boards fail in their oversight duties — and whether ESG commitments, when they go wrong, can generate real legal exposure. Stephen M. Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law. He is the author of several books on corporate law and governance, including The Profit Motive (Cambridge University Press), a defence of shareholder wealth maximisation in an era of stakeholderist advocacy. Roy Shapira is Professor of Law at Reichman University, Mehrotra Visiting Professor at BU Business and Research Member of ECGI. His scholarship sits at the intersectionof corporate law, litigation, and reputational markets. He is also a co-author with host Matteo Gatti on ongoing work about ideological shareholder litigation. Matteo Gatti is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast. Links The Profit Motive by Stephen Bainbridge (Cambridge University Press 2023)Corporate Power and the Politics of Change by Matteo Gatti (Cambridge University Press)Director Primacy: The Means and Ends of Corporate Governance, by Stephen BainbridgeThe Business Judgment Rule as Abstention Doctrine, by Stephen BainbridgeMission Critical ESG and the Scope of Director Oversight Duties by Roy Shapira (2022)Conceptualizing Caremark by Roy Shapira (2024)Dodge v. Ford Motor Co., 170 N.W. 668 (Mich. 1919)eBay Domestic Holdings, Inc. v. Newmark, 16 A.3d 1 (Del. Ch. 2010)In re Caremark International Inc. Derivative Litigation, 698 A.2d 959 (Del. Ch. 1996)Shlensky v. Wrigley, 237 N.E.2d 776 (Ill. App. Ct. 1968)Strategic CEO Activism in Polarized Markets by Shubhashis Gangopadhyay and Swarnodeep Homroy (2020)Saints and Sinners: How Does Delaware Corporate Law Work? by Edward Rock (1996) Other Episodes Corporate Governing and the Role of Shareholder Primacy with Ann Lipton – EP. 4 in Corporate Power and the Politics of Change with Matteo Gatti

26 thg 5

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44 phút
1 thg 4

2026 ECGI Law Working Paper Prizes Winners in Conversation with Amir Licht

The 2026 ECGI Law Prize sponsored by WRDS for the Best Paper in the ECGI Law Working Paper Series in 2025 has been awarded to Luca Enriques (Bocconi University and ECGI), Matteo Gatti (Rutgers Law School and ECGI) and Roy Shapira (Reichman (IDC) and ECGI) for their paper: “How the EU Sustainability Due Diligence Directive Could Reshape Corporate America”. Law Series Editor, Amir Licht (Reichman University and ECGI) interviews on their prize paper. Selected by the Working Paper Series Law Editorial Board, the paper traces how a single piece of European legislation — the Corporate Sustainability Due Diligence Directive, or CS3D — interacts with the American legal system in ways that could fundamentally change how large US corporations govern themselves on human rights and environmental issues. It bridges two bodies of law that rarely speak to each other: EU regulatory law and Delaware corporate law. The paper shows that their combination is more potent than either alone, and it identifies a new mechanism through which European regulation can reshape not just what companies sell, but how they operate across their entire global supply chains. Read the paper here: https://www.ecgi.global/publications/working-papers/how-the-eu-sustainability-due-diligence-directive-could-reshape

1 thg 4

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23 phút
26 thg 5

The Economics of Corporate Governing with Swarnodeep Homroy and Elisabeth Kempf

Most S&P 500 CEOs are Republican donors. Yet for the better part of a decade, the statements coming out of corporate America have leaned overwhelmingly Democratic. Is that hypocrisy, ideology, or something more calculated? In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) brings together two economists who have beenstudying exactly this question from different angles. Swarnodeep Homroy (University of Groningen / University of Southampton) finds that CEO activism is largely strategic — a rational response to an asymmetric, polarised consumerlandscape. Elisabeth Kempf (Harvard Business School) finds that partisan corporate speech has, on average, generated negative stockreturns, and traces the phenomenon to a changing investor base rather than a shift in management ideology. Together, they reveal a considerably more complex picture than either the "woke capitalism" critique or its defenders tend to acknowledge. Swarnodeep Homroy is Associate Professor at the University of Groningen and the University of Southampton. His paper with Sebastian Gangopadhyay, "Strategic CEO Activism in Polarized Markets" (Journal of Financial and QuantitativeAnalysis), is a seminal empirical study of CEO activism. He has also co-authored work on corporate responses to January 6th and on partisan sorting in domestic supply chains. Elisabeth Kempf is Associate Professor of Finance at Harvard Business School. Her research spans political economy, corporate governance, and finance. Matteo Gatti is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the host of this podcast. Links Corporate Power and the Politics of Change by Matteo Gatti (Cambridge University Press)Strategic CEO Activism in Polarized Markets by Swarnodeep Homroy & Sebastian Gangopadhyay (2020)Partisan Corporate Speech by Elisabeth Kempf & William Cassidy (2025)The Political Polarization of Corporate America by Elisabeth Kempf, Vyacheslav Fos & Margarita Tsoutsoura (2022)The Political Transformation of Corporate America, 2001-2022 by Reilly Steel (2024)Corporate Value(s) by Jill Fisch & Jeff Schwartz (2026)The Business of the Culture War by Aakaash Rao and Shakked Noy (2025) Other Episodes Corporate Governing and Shareholder Voice with Jill Fisch and Tim Smith- EP.3 in Corporate Power and the Politics of Change with Matteo Gatti Politics in Corporations: Systematic Corruption with Reilly Steel - EP. 8 in Corporate Power and the Politics of Change with Matteo Gatti (forthcoming)

26 thg 5

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44 phút
1 thg 4

2026 ECGI Finance Prize Winners in Conversation with Nadya Malenko

The 2026 ECGI Finance Prize sponsored by WRDS has been awarded to Jason Chen (Auburn University), Jakub Hajda (HEC Montréal) and Joseph Kalmenovitz (University of Rochester) for their paper, “Escaping Pay-for-Performance” (ECGI Finance Working Paper 1055/2025). Finance Series Editor, Nadya Malenko (Boston College and ECGI), interviews one of the winning authors, Joseph Kalmenovitz (University of Rochester), on their prize paper. Selected by the Working Paper Series Finance Editorial Board, the paper contributes to the literature on incentive design and corporate governance by studying the compensation of the top executives of the federal government who lead regulatory agencies overseeing firms and financial markets. It shows how the structure of executive pay can simultaneously affect effort, career choices, and the composition of the leadership responsible for monitoring firms. In doing so, it extends core governance questions about executive compensation and incentives beyond firms to the public-sector executives responsible for overseeing them. Read the paper here: https://www.ecgi.global/publications/working-papers/escaping-pay-for-performance

1 thg 4

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21 phút
17 thg 1

ECGI Conversations - Jill Fisch

Dr Tom Gosling interviews Prof. Jill Fisch, the Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Law School, and Co-Director of the Institute for Law & Economics on her recent paper "Corporate Democracy and the Intermediary Voting Dilemma", co-authored with Prof. Jeff Schwartz.

17 thg 1

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20 phút
26 thg 5

Corporate Governing and Shareholder Voice with Jill Fisch and Tim Smith

For decades, the shareholder proposal has been the primary channel through which investors can signal their priorities tocorporate management. It doesn't force anyone to do anything — but it creates a public record, produces a vote, and in practice carries real weight. Now that mechanism, along with much of the broader shareholder engagement ecosystem, is under coordinated attack. In this episode, host Matteo Gatti (Professor of Law at Rutgers Law School and author of Corporate Power and the Politics of Change) explores three questions: Why has corporate political engagement become so fraught? What do we actually know about how the shareholder proposal process works as a tool of political accountability? And what happens next, now that the entire infrastructure is under pressure? Jill Fisch (University of Pennsylvania Carey Law School) brings the doctrinal and empirical lens, drawing on three co-authored papers — a 2024 diagnosis of what she and Jeff Schwartz call "political posturing," a 2026 framework for reconciling corporate values with long-term economic value, and a 2025 empirical study of the political disclosure proposal ecosystem with Adriana Robertson. Tim Smith (Interfaith Center on Corporate Responsibility) brings more thanfifty years of practitioner experience pressing corporations on political and social behaviour — and, as this episode makes clear, is now helping to litigate the legal future of the proposal system itself. Jill Fisch is the Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Carey Law School and a Research Fellow of ECGI. She is one of the most influential corporate law scholars of her generation. Tim Smith is Senior Policy Advisor at the Interfaith Center on Corporate Responsibility (ICCR), where he supports work on responsible political engagement and the response to anti-ESG pressure. Previously he was Director of ESG Shareholder Engagement at Boston Trust Walden. He serves on the board of WestPath, the United Methodist Pension Board.He has been engaged in shareholder activism on corporate responsibility issues for over fifty years. Matteo Gatti is Professor of Law at Rutgers Law School, where he writes on corporate power, governance, and political economy. He is a Research Member of ECGI and the hostof this podcast. Links: Corporate Power and the Politics of Change by Matteo Gatti (Cambridge University Press)How Did Corporations Get Stuck in Politics and Can They Escape? by Jill E. Fisch & Jeff Schwartz (2024)Corporate Value(s) by Jill Fisch & Jeffrey Schwartz (2026) Proxies for Politics by Jill Fisch & Adriana Robertson (2025) The Proxy Voting Choice Revolution by Alon Brav, Tao Li, Dorothy S. Lund & Zikui Pan (2025)Interfaith Center on Corporate Responsibility (ICCR)New ICCR Resource Spotlights Corporate Governance Failures By Companies Amid SEC Oversight VacuumICCR Issues New Report on Proxy Voting Records and Executive Compensation at Large Asset ManagersCenter for Political Accountability / Zicklin IndexPrinciples for Responsible Investment Other Episodes The Law of Corporate Governing with Stephen Bainbridge and Roy Shapira - EP. 1 in Corporate Power and the Politics of Change with Matteo GattiThe Economics of Corporate Governing with Swarnodeep Homroy and Elisabeth Kempf EP. 2 in Corporate Power and the Politics of Change with Matteo Gatti

26 thg 5

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56 phút
17 thg 1

ECGI Conversations - Alex Edmans

Interview with Prof. Alex Edmans, Professor of Finance at LBS, on his recent paper "Diversity, Equity and Inclusion” co-authored by Caroline Flammer & Simon Glossner. ECGI Conversations is a compelling new interview series aimed at uncovering valuable insights, ideas, and perspectives from cutting-edge academic research. Hosted by ECGI Executive Fellow, Dr. Tom Gosling, this series promises to bring forth engaging discussions with leading experts in the field. For more interviews in this series, visit this page : https://www.ecgi.global/content/conversations

17 thg 1

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23 phút
17 thg 1

ECGI Conversations - Michelle Lowry

Dr. Tom Gosling interviews Prof. Michelle Lowry, the TD Bank Professor of Finance at Drexel University, on her recent paper ‘Firms’ Transition to Green: Innovation versus Lobbying’, co-authored by Sungjoung Kwon & Michela Verardo.

17 thg 1

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15 phút
28/12/2025

ECGI Conversations - Lalitha Naveen

Dr Tom Gosling interviews Lalitha Naveen, Associate Professor of Finance at the Fox School of Business and Management, Temple University, to discuss her paper “Musk’s $56 billion: Pay, Incentives, or Rewards?” co-authored with Jeffrey Coles, Professor of Finance at the University of Utah and Naveen Daniel, Associate Professor at Drexel University.Read the paper here: https://www.ecgi.global/publications/...ECGI Conversations is a compelling interview series aimed at uncovering valuable insights, ideas, and perspectives from cutting-edge academic research. Hosted by ECGI Executive Fellow, Dr. Tom Gosling, this series promises to bring forth engaging discussions with leading experts in the field.

28/12/2025

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17 phút

European Corporate Governance Institute (ECGI) brings research-driven conversations on corporate governance, finance, and sustainability, featuring leading academics, policymakers, and business leaders.

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Corporate Governing and the Role of Shareholder Primacy with Ann Lipton

The Law of Corporate Governing with Stephen Bainbridge and Roy Shapira Corporate Power and the Politics of Change with Matteo Gatti

2026 ECGI Law Working Paper Prizes Winners in Conversation with Amir Licht

The Economics of Corporate Governing with Swarnodeep Homroy and Elisabeth Kempf

2026 ECGI Finance Prize Winners in Conversation with Nadya Malenko

ECGI Conversations - Jill Fisch

Corporate Governing and Shareholder Voice with Jill Fisch and Tim Smith

ECGI Conversations - Alex Edmans

ECGI Conversations - Michelle Lowry

ECGI Conversations - Lalitha Naveen

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