Caremark Compliance for the Next Twenty‐Five Years

One of the most influential cases in corporate governance is In re Caremark International Inc. Derivative Litigation (Caremark). In 1996, Caremark imposed a novel duty on boards of directors to make a good faith attempt to implement and exercise oversight over obligations leading to liability. Breach of this minimal duty has been difficult for plaintiffs to plead and prove, and the case law is littered with dismissed Caremark lawsuits. As Caremark's reign reaches a quarter‐century, however, its duties are primed to evolve. Two cases, Marchand v. Barnhill and In re Clovis Oncology, Inc. Derivative Litigation, took the rare step of allowing Caremark claims to survive motions to dismiss. These cases signal a new understanding of Caremark obligating boards not merely to attempt oversight, but to ensure proactively that such oversight is effective. This subtle but significant change in board duties is one to which the academic literature should respond. This article first reviews the Marchand and Clovis cases and argues that these cases hold significance for the future of Caremark claims. Second, this article studies client advisories from law firms and other sources that evaluate the Clovis and Marchand cases. It finds that while these advisories offer useful tactical responses, they lack strategic advice that would benefit boards over the long term. Filling the gap, this article presents long‐term strategic advice for boards not only to meet Caremark duties but also to thrive as exemplars of good governance and ethical leadership for the next twenty‐five years.     

No Need for Modesty Here: Enhancing Japan's Public (Intellectual) Diplomacy

Japan is well known as a highly literate nation and ranks high in the actual as well as relative number of books published annually. A significant number of these books include translations of foreign works as well. However, Japanese works translated into foreign languages, especially English, are far less common. While interest in Japan is high, this does not mean Japan has influence. This article argues that Japan's failure to see more of its writers' works, some of which are world class or cutting-edge, published abroad limits not only its public diplomacy and soft power appeal, but also prevents Japan from making a greater contribution internationally. In order to improve this situation, this article introduces a detailed recommendation for a translation/publishing project in which important works of universal importance written by Japanese authors would be identified, translated, and published rapidly to contribute to the intellectual debate on a wide range of subjects in all fields.     

Peasant leadership and the Pugachev revolt

This paper examines the leadership of the Pugachev revolt, the vast peasant uprising which took place in Russia between 1773 and 1775. It is also concerned with certain general issues, particularly those concerning the raising and subsequent sustaining of large‐scale peasant movements in ‘pre‐industrial’ societies where peasant organisations beyond village level are lacking. The Pugachev revolt had peculiarities which are of intrinsic interest, but it also provides significant parallels and contrasts to other peasant uprisings (not only in seventeenth‐ and eighteenth‐century Russia) and generally serves to highlight the problems of the articulation of rural protest in backward societies.     

Did agrarian capitalism exist?

Lack of clarity about key concepts of Marxian political economy and a penchant to apply such concepts too directly to history seriously weakens Brenner's analysis of ‘agrarian capitalism’. It is argued that even as late as 1700 English agriculture is not capitalist to any appreciable extent, when one considers that the corn‐modification of labour power is crucial to considering agriculture to be capitalist, and when one closely examines the actual degree to which labour power is commodified. Further it is argued that English agriculture only becomes substantially capitalist in the third quarter of the nineteenth century.