David Millon and Lyman Johnson
Looking back over the last five years of corporate scandals, it seems that not much has changed. From Enron to WorldCom, Arthur Anderson to Tyco, corporations have pushed the limits of corporate responsibility with questionable accounting practices and outrageous executive compensation packages, leaving shareholders scratching their heads and wallets.
On Friday, March 24 the Lewis Law Center will offer a one day symposium titled Understanding Corporate Law through History, during which organizers and School of Law professors Lyman Johnson and David Millon hope that examining corporate law through a historical perspective may shed new light on some of the current controversies. Millon has published several articles about the Enron case, and Johnson’s scholarship has recently become the focus of one these corporate scandals, wherein shareholders of the Walt Disney Company are suing directors and officers of Disney for giving a $140 million severance package to Michael Ovitz after he served only 14 months as Disney’s president.
The Symposium will offer panels with presenters from across disciplines, and continents, with specialists in history and politics coming from as far away as England and Israel. "We identified four people at the intersection of corporate law and history," notes Johnson. "We sought to make the colloquium interdisciplinary; we are trying to learn from scholars other than lawyers. This is part of W&L's commitment to a liberal arts model of education—to look broadly while we look in great depth."
"It's not that common to see corporate law looked at from a historical perspective," observes Millon, who also holds a Ph.D in history. Neo-classical economic theory has been the most widely used discipline to analyze corporate issues. "But it is more complex and multifaceted," adds Johnson. "Corporate law has been enriched by many interdisciplinary studies, but history has been lacking. We want to train a spotlight on history to shed light on many contemporary issues, including how we got here."
Corporations have become powerful forces economically, politically, and socially. "The corporation is an institution central to life in the United States and increasingly across the globe," remarks Johnson. "Two hundred years ago the idea of making 36 billion dollars would have been incomprehensible. What makes Wal-Mart controversial is its size.”
Johnson admits there is a reform aspect to the conference. "Scandals weren't invented in 1999. Corporations are run by people who haven't changed a whole lot since the time of Solomon—they have the same emotions, same tendencies toward good or bad."
Within the environment of the symposium Johnson expects some discussion of whether corporations should serve the public welfare, and if so, whose responsibility it is to ensure this. "There are a lot of important issues on the table right now—corporate governance and accountability, executive compensation, and federal regulation," agrees Millon. "But solving current problems does not necessarily require a thorough understanding of the history behind them. We are bringing together a variety of interesting people, including sitting judges and practicing lawyers, to discuss these questions and see what might come out of it."
As the United States has moved from an agrarian economy toward a business-based economy these issues bear more directly upon the daily lives of average Americans. Johnson believes that Americans have a love/hate relationship with corporations. "We are now more vulnerable to corporations, yet relatively few people understand them. Our long-term goal is that more people become educated. Then perhaps we can hold corporations to a higher standard, and we won't have any more Enrons."
- Lori Stevens
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