Center for Business Law Holds Biannual Leet Symposium

Jill Fisch

The Center for Business Law recently held the biannual George A. Leet Business Law Symposium: Corporate Law and Private Ordering: What are the Limits and What Framework Should Guide Decisions on Private Ordering? 

Speakers discussed the intersections of contract law and corporations. Increasingly, corporations, following the idea of a firm as a nexus of contracts, have relied on a contractual paradigm to craft contracts to engage in private ordering as a means of customizing corporate governance. Some of these contractual variations are permitted by statute. In other cases these private contracts may diverge from the corporate governance rules that might otherwise govern. Therefore, these agreements may create conflicts with corporate law structures, raising issues as to what deviations should be permitted. 

Keynote speaker Jill Fisch, the Saul A. Fox Distinguished Professor of Business Law and co-director of the Institute for Law and Economics at the University of Pennsylvania Law School, kicked the symposium off by discussing limits on contractual freedom in corporate law. 

Other panelists included Mitu Gulati (University of Virginia Law School), Stephen Choi (New York University School of Law), Robert Scott (Columbia Law School), Robert Thompson (Georgetown Law Center), and Gabriel Rauterberg (University of Michigan Law School),
Jonathan Lipson (Temple University Beasley School of Law), Juliet Kostritsky (Case Western Reserve University School of Law) and Anat Alon-Beck (Case Western Reserve University School of Law).

Sub-topics addressed by the speakers at the symposium included:

  1. the rise of ESG, private ordering and fiduciary obligations
  2. contract law as a means of achieving corporate social responsibility
  3. private contracts waiving stockholder inspection rights
  4. the ambiguity of ESG in contracts and corporate contracts
  5. contract, property and coalitions in the revision process of corporate instruments
  6. private ordering in publicly and closely held corporations
  7. the limits on private ordering

Video footage of the symposium can be found here.