American Business Law Journal (forthcoming)
Stephen Park and Gerlinde Berger-Walliser.
The multifaceted role of multinational corporations as quasi-regulators is of growing importance to international business. Corporations increasingly participate in two kinds of international rulemaking: (i) non-binding “soft” law standard setting; and (ii) self-regulation through private rules and standards. Soft law and private regulation often fill governance gaps left by incomplete and/or ineffective governmental regulation. One of the most prominent examples is sustainability rulemaking, in which corporations have become increasingly active due to their growing awareness of the directly-borne costs of environmental degradation and the potential strategic benefits of corporate social responsibility.Continue Reading
MIT Sloan Management Review (forthcoming)
Robert Bird. Co-author: David Orozco
CEOs, board members and executives are forced to navigate increased regulation, lawsuits, varying international legal regimes, and the greater prospect of liability due to stiffer legal penalties. Top executives recognize that legal capabilities are a necessary element of long-term corporate success. A Financial Times study found that 24 percent of U.S. companies had lawyer-directors in 2000, and in 2009 that amount notably increased to 43 percent. Corporations generate tangible returns, such as higher stock market valuations, when they employ attorneys who serve as board members, and when top corporate officers have legal knowledge.
Paradoxically, the processes through which corporate legal departments provide competitive advantage remain poorly understood. The law is all too often viewed as a constraint on managerial decisions and is often perceived by executives as a source of costs. This prevailing cost perspective towards the law, while valuable, does not explain how leading companies employ their legal departments to secure long-term competitive advantage for the firm.
Robert Bird and his co-authors explain how viewing the law narrowly as a cost or compliance issue inevitably leads to foregone strategic opportunities, and introduce an actionable framework, the Five Pathways of Corporate Legal Strategy: avoidance, compliance, prevention, value, and transformation. These pathways should enable managers to think about the law strategically and identify value-creating opportunities, thereby creating long-term and sustainable value. Legal rules are not just a checklists to complete, but an opportunity to advance firm goals in a competitive business environment.
Journal of Financial Services Research (forthcoming)
Robert Bird. Co-author: John Knopf
Do geographic factors influence the performance and behavior of modern banks? Advances in technology and global information sharing have seemingly made geographic characteristics irrelevant, but a bank with geographic advantages can have a positive impact on bank performance. A key factor influencing the geographic literature is the concept of local knowledge, i.e., information that influences bank decision making but is not readily transmittable beyond a limited geographic boundary. Banks possessing local knowledge can offer products and services to qualified local borrowers that other less informed banks might overlook, including for example a more diverse portfolio of products and services to start-ups and small businesses.
Using a combination of bank performance data, and differences in state laws allowing employers to require and enforce non-compete agreements, Professor Bird and his co-author find that strong not-to-compete laws restricting employee mobility in a state negatively impact the incidence of new bank charters while benefiting incumbent employers. Restrictions on the mobility of local knowledge decrease labor expenses because workers lack the bargaining power of being able to take a job with a local rival. Results indicate that increases in labor restrictions are positively correlated with profitability for established banks. Thus, geographically-specific human capital remains an important differentiating factor that influences bank behavior and competition counter to standard theoretical accounts that might imply otherwise.
Northwestern Journal of International Law & Business (forthcoming)
Multinational enterprises (MNEs) are subject to a variety of U.S. laws that require public disclosure of their global activities, including adverse social and environmental impacts. In this article, Professor Stephen Park examines the recent emergence of mandatory disclosure requirements under U.S. federal securities law that require MNEs to disclose certain social impacts in order to address geographically-defined and/or issue-specific public policy objectives, collectively referred to as “targeted social transparency” (or “TST”). Compared to other social transparency laws, TST regimes target a set of intertwined social risks specific to an individual country, region, or industry.Continue Reading