Abraham L. Pomerantz Lecture: The Moral Duties of Directors


Jeffrey N. Gordon
Richard Paul Richman Professor of Law, Columbia Law School
Co-director, Millstein Center for Global Markets and Corporate Ownership; Co-director, Richman Center for Business, Law and Public Policy
Fellow, European Corporate Governance Institute

About the Lecture

Professor Gordon will argue that directors on a public corporation's board have independent moral duties separate from their legal duties under state fiduciary law. Surely the 100 percent owner of a corporation cannot disclaim moral responsibility for the company’s action. The fact of ownership dispersion in a public corporation does not eliminate this moral responsibility; under a conservation principle, it displaces it to the board of directors.

The claim about directors’ moral duties will be explored using some current examples, including a media company that disseminates misleading medical information that leads to excess deaths; the sale of a social media company to a new owner who will not take precautions against abusive use of the platform; and more generally, the sale of a company to a new buyer without appropriate protection for employees who will suffer job loss. Professor Gordon will also argue that the business judgment rule as well as recent Delaware law developments in shareholder ratification of fiduciary duty breaches gives directors considerable space to exercise moral agency in their decisions and without fear of liability.

Sponsored by the Center for the Study of Business Law and Regulation and the Brooklyn Law Review


James A. Fanto
Gerald Baylin Professor of Law
Co-Director, Center for the Study of Business Law and Regulation
Brooklyn Law School


Adam O. Emmerich
Partner, Corporate
Wachtell, Lipton, Rosen & Katz

Amy J. Sepinwall
Associate Professor of Legal Studies & Business Ethics
The Wharton School, The University of Pennsylvania


Please RSVP by Monday, Oct. 16th.


More Information

The Pomerantz Lecture honors the life and work of Abraham L. Pomerantz, a 1924 graduate of Brooklyn Law School. The lecture series focuses on topics of corporate securities law and related issues of professional responsibility. The law firm Pomerantz, of which Abraham Pomerantz was the founding partner, provides continuing support for this series.


For general inquiries regarding this event, please contact the Brooklyn Law School Office of Events at events@brooklaw.edu or (718) 780-0321.

Requests for a reasonable accommodation, based on a disability, to attend this event should be made to Louise Cohen, Director of Equal Opportunity and Title IX Coordinator, at louise.cohen@brooklaw.edu. Please make your request at least 10 days before the event. We will do our best to address accommodation requests made after the 10 days.