Preview Thursday: Benefit Corporation Law and Governance: Pursuing Profit with Purpose

Lead Change Blog

I spent almost 30 years as a lawyer in private practice, advising business leaders on Delaware corporate law issues – addressing matters like preferred stock financings, IPOs, mergers, hostile takeovers, proxy contests, corporate governance and fiduciary issues. This paradigm is often called the “ shareholder primacy ” model, and it underlies our capital markets and business models.

A Short History of Golden Parachutes

Harvard Business

As I examined with my two co-authors, Mark Kennedy and Gerald Davis, in a 2012 research paper in the journal Organization Science, golden parachutes for top executives were created with very specific goals: to ensure shareholders wouldn’t lose out on beneficial M&A deals and to protect executives from the uncertainty of being fired in the wake of the corporate takeover wave of the 1980s. This was quickly followed by the era of hostile takeovers in the 1980s.