Prof. Fisch pens book chapter advocating for stricter requirements on PBC purpose statements
In “The ‘Value’ of a Public Benefit Corporation,” Saul A. Fox Distinguished Professor of Business Law Jill E. Fisch and Berkeley Law Professor Steven Davidoff Solomon examine the purpose statements of some of the most economically significant PBCs and conclude that the statements are generally “too vague and aspirational to be legally significant, or even to serve as reliable checks on PBC behavior.” Based on this finding, the authors propose “a more defined and enforceable PBC purpose statement for publicly traded PBCs.”
Without this safeguard, they write, “publicly traded PBCs are likely to operate no differently than traditional, publicly traded companies.” More specifically, Fisch and Solomon provide evidence that “without a legal or structural tool for binding a PBC to specific social objectives, the operational decisions of the publicly traded PBC may be subject to change according to the vision and preferences of individual officers, directors, and shareholders.”
The chapter will be part of the forthcoming Research Handbook on Corporate Purpose and Personhood, co-edited by fellow University of Pennsylvania Carey Law School Professor of Law Elizabeth Pollman.
Fisch is an internationally known scholar whose work focuses on the intersection of business and law, including the role of regulation and litigation in addressing limitations in the disciplinary power of the capital markets. She is a Co-Director of the Institute for Law and Economics and has written more than 85 scholarly articles that have appeared in top law reviews, including the Harvard Law Review, the Yale Law Journal, and the University of Pennsylvania Law Review.
Current projects include experimental research into financial literacy and retail investor decision-making, analysis of the evolving role of institutional investors in corporate governance, and ongoing work on the conception and implementation of corporate purpose.
She received the LLM Award for Excellence in Teaching in 2015-2016 and the Robert A. Gorman Award for Excellence in Teaching in 2010-2011. Fisch is a Director of the European Corporate Governance Institute, a member of the American Law Institute, and a former Chair of the Committee on Corporation Law of the Association of the Bar of the City of New York. She is also a member of the National Adjudicatory Council of the Financial Industry Regulatory Authority.
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