May 24, 2016 12:00-1:30 PM - Haldeman 125
Wake Forest University
School of Law
“National Security’s Entanglement with Corporate Law”
What should we do when national security law and corporate law conflict? Orthodox corporate governance provides that the board of directors is selected and removed by the shareholders whom it loyally serves. Yet there are hundreds of companies for whom federal law stipulates that these basic tenants of corporate governance do not apply: directors cannot be meaningfully selected or controlled by even unanimous shareholder action, are never adequately informed, and must relegate shareholder profits to other constituencies’ goals. These companies are contractors in the defense or intelligence industry. They agree to unorthodox corporate governance in order to assure the government that will not fall prey to treasonous influences from any foreign investors. But can they still function effectively?
This Article engages the question of how we should proceed when strongly held values conflict, as do the efficiency norms of corporate law and the protective ambitions of national security. This Article also contributes to the central question for scholars of corporate enterprise: should values other than profit-maximization – such as workers’ rights, economic stability – have some place in the boardroom? It engages both of these questions by presenting a case study of companies that have internalized national security at every stage of their decision-making, as a requirement of participating in a secretive government program.
This research is the product of numerous Freedom of Information Act (FOIA) requests, archival searches, telephone interviews, and in-person conversations with industry insiders.
May 26, 2016 4:00 PM - 215 Silsby
Professor of Political Science, Stanford University
“Repugnant to the Very Idea of Democracy? On the Role of Foundations”
May 27, 2016 3:00 PM - Casque and Gauntlet, 1 South Main St
Postdoctoral Fellow, Center for American Studies, Columbia University
"Sympathy for the Rich"
Last Updated: 5/23/16