Corporate Law and Private Ordering (Part 1)

Date of Event


Lecture Series

George A. Leet Business Law Symposium

Subject Headings

corporate law; private ordering; ESG


CWRU School of Law Moot Courtroom

Document Type



Increasingly, corporations following the idea of a firm as a nexus of contracts, have relied on a contractual paradigm to craft contracts to engage in private ordering as a means of customizing corporate governance. Some of these contractual variations are permitted by statute. In other cases, these private contracts may diverge from the corporate governance rules that might otherwise govern and might violate mandatory common law doctrines. Therefore, these agreements may create conflicts with corporate law structures, raising a number of issues as to what deviations should be permitted. Within this arena of private ordering and its limitations, a number of interesting topics exist.

These sub-topics will be addressed by the speakers at the Leet:

  1. the rise of ESG, private ordering and fiduciary obligations;
  2. contract law as a means of achieving corporate social responsibility;
  3. private contracts waiving stockholder inspection rights;
  4. the ambiguity of ESG in contracts and corporate contracts;
  5. contract, property and coalitions in the revision process of corporate instruments;
  6. private ordering in publicly and closely held corporations; and
  7. the limits on private ordering.