On the Federalist Society website, J. Kennerly Davis, a former Deputy Attorney General for Virginia and retired corporate executive, discusses management’s duty to restore the rule of law. He begins:
Springtime is the season when most American corporations hold their annual meeting of shareholders. In the course of a typical meeting, board directors will be elected and independent auditors will be appointed. Management will report on operating results and earnings for the fiscal year recently ended, and will outline their strategic business plans for the future. In their presentations, management will make the case that they are fulfilling the fundamental fiduciary duty they have to promote the best interests of the corporation and maximize shareholder value.
Annual meetings routinely include management reports on particular regulatory issues that currently confront the corporation and management’s plans to deal with those issues. Typically absent from such reports is any description of a plan to deal more fundamentally with the underlying dysfunctional contra-constitutional regulatory system that produces the countless particular regulatory issues that corporations must deal with. Typically absent from management reports is any description of a plan to restore the rule of law. This is a serious omission from the meeting’s agenda because management’s fiduciary duty includes an obligation to work to restore the rule of law.
The full article is available here.