Professors’ Scholarship Among Best Corporate Law Articles of the Year

Papers authored by University of Virginia School of Law professors Michal Barzuza, Quinn Curtis and Cathy Hwang have been named among the top 10 corporate and securities articles of 2020 in an annual poll.

The poll of academics, conducted for Corporate Practice Commentator, selected the UVA Law professors’ works over papers from more than 320 candidates. “Shareholder Value(s): Index Fund Activism and the New Millennial Corporate Governance,” co-authored by Barzuza, Curtis and Professor David Webber of the Boston University School of Law, was recently published in the Southern California Law Review. “Shadow Governance,” co-authored by Hwang and Professor Yaron Nili of the University of Wisconsin Law School, was published in the California Law Review.

In “Shareholder Value(s),” Barzuza, Curtis and Webber argue that, as investment funds compete to win the investment dollars of millennials by focusing on social goals, millennials shape corporate governance, and were the driving force behind the rise of environmental, social and corporate governance, known as ESG.

“Millennials — raised in the shadow of the threat of climate change — came of age during the 2008 global financial crisis and are now raising their young children amid a pandemic punctuated by social upheaval,” the three wrote in an op-ed for The Hill. “Substantial research shows that, more than the Gen Xers or Baby Boomers, they integrate their social values into their economic life as employees, customers, and now investors.”

Hwang and Nili’s paper examines how non-charter, non-bylaw governance documents influence corporate decision-making and corporate behavior.

These “shadow governance” documents “express a corporation’s commitment to and process on issues as wide-ranging as campaign finance, environmental sustainability, and sexual harassment, but are largely overlooked by scholars and practitioners alike,” the pair write in their abstract. “Among other things, these documents set the board’s annual agenda, define the metes and bounds of boards’ and committees’ responsibilities, and memorialize the corporation’s values.”

Corporate Practice Commentator is a 30-plus-volume set of journals featuring articles written on all aspects of corporate law. The articles poll began in 1994.

Barzuza researches and teaches corporate law, corporate governance and corporate finance. Curtis teaches courses on corporate law, securities and venture capital, and his research focuses on empirical law and finance. Hwang’s research centers on business law, including corporate contracts, mergers and acquisitions, and corporate governance.

In the past, the poll has recognized Barzuza, Hwang and Professors George S. Geis, Edmund W. Kitch and Paul G. Mahoney.