Business Law Section 2021 Fall Meeting: Corporate Purpose

Topics Include:



Corporate Purpose: Stakeholder vs. Shareholder Primacy in Business Law Today

• Evaluating factors other than profit maximization in board decisions
• How the dramatic rise of ESG is changing corporate decision making and the role of lawyers
• ESG cases and investigations
• Director duties: BCL 717(b) and other state laws
• What are the differences between publicly traded and privately-owned businesses – especially in light of changes coming at the SEC
• The role of public benefit corporations: BCL Art. 17

Business Law Aspects of Community Economic Development

• The nature, purposes, and structure of public and private organizations that promote business development
• Donations vs. investment capital in economic development carried on in public interest by nonprofits, e.g., “venture development organizations” directly investing in startups (and helping them raise capital)
• Public economic development: tax incentives vs. capital assistance
• Worker-owned companies

The Intersection of Nonprofit and For-Profit Purposes

• Nonprofits that develop commercial streams of revenue
• Unrelated business income
• MEETH case: board duty of obedience to the charitable mission
• For-profit subsidiaries, joint ventures and public benefit corporations

The Primacy of Corporate Purposes in the Not-for-Profit Context

• Takeaways from the NY Attorney General’s complaint against the NRA
• Fiduciary duties of directors and officers; related party transactions
• Appellate Division decision in the Attorney General’s enforcement action against The Lutheran Care Network, Inc. to enjoin defendant from exercising unlawful operational control over its affiliates

Speakers

Chair: Anastasia T. Rockas, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

Roberto Tallarita, Esq., Harvard Law School

Susan H. Mac Cormack, Esq., Morrison Foerster

Prof. Edward De Barbieri, Esq., Albany Law School

Co-Chair: Thomas M. Pitegoff, Esq., Offit Kurman, P.A.

Prof. Jill Fisch, Esq., University of Pennsylvania Law School

Judy Siegel, Esq., Pro Bono Partnership

Robert Mascola, Esq., Fordham University School of Law

Michael A. De Freitas, Esq, William C. Moran & Associates, PC

Marnie LaVigne, PhD, President & CEO, Launch NY

David A. Goldstein, Esq., Certilman Balin Adler & Hyman LLP

Elizabeth L. Carter, Esq., Elizabeth L. Carter Esq., LLC

Leo E. Strine, Jr., Esq., Wachtell, Lipton, Rosen & Katz