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3 - Corporate Governing and the Law

from Part II - The Law and the Merits

Published online by Cambridge University Press:  17 December 2025

Matteo Gatti
Affiliation:
Rutgers University, New Jersey
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Summary

Chapter 3 provides a legal analysis of corporate governing, concluding that it poses minimal challenges under traditional corporate law. It introduces a framework for assessing corporate actions and focuses on two forms: government substitution and corporate socioeconomic advocacy. Courts have treated government substitution as a matter of business discretion, protected by the business judgment rule. Socioeconomic advocacy, while more politically charged, is likewise shielded – reinforced by Simeone v. The Walt Disney Company, where the Delaware Chancery Court denied a shareholder inspection request tied to Disney’s opposition to Florida’s “Don’t Say Gay” law. The decision reflects Delaware courts’ reluctance to intervene in corporate political speech absent credible evidence of fiduciary breaches. Although director liability under Caremark has expanded in other contexts, courts have shown little interest in extending it to political risk absent clear legal violation or egregious facts. That said, legal exposure remains in adjacent domains – particularly securities fraud and ESG/DEI compliance – where heightened regulatory and political scrutiny continues to evolve.

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  • Corporate Governing and the Law
  • Matteo Gatti, Rutgers University, New Jersey
  • Book: Corporate Power and the Politics of Change
  • Online publication: 17 December 2025
  • Chapter DOI: https://doi.org/10.1017/9781009704465.006
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  • Corporate Governing and the Law
  • Matteo Gatti, Rutgers University, New Jersey
  • Book: Corporate Power and the Politics of Change
  • Online publication: 17 December 2025
  • Chapter DOI: https://doi.org/10.1017/9781009704465.006
Available formats
×

Save book to Google Drive

To save content items to your account, please confirm that you agree to abide by our usage policies. If this is the first time you use this feature, you will be asked to authorise Cambridge Core to connect with your account. Find out more about saving content to Google Drive.

  • Corporate Governing and the Law
  • Matteo Gatti, Rutgers University, New Jersey
  • Book: Corporate Power and the Politics of Change
  • Online publication: 17 December 2025
  • Chapter DOI: https://doi.org/10.1017/9781009704465.006
Available formats
×