Stetson University

Marleen A. O'Connor

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Professor of Law

B.S., DePaul University
J.D., Duke University

Marleen O'Connor's scholarship has focused on the broad topic of "employees and corporate governance" for the last 20 years. In 1988, she began this research by arguing that directors should owe fiduciary duties to workers as well as shareholders. At this time, Professor O'Connor asserted that corporations were breaking long-term implicit employment agreements with many workers through plant closings. She maintained that these long-term employees were hired at a time when corporations made implicit promises of employment and that directors' should owe a fiduciary duty to workers for adequate severance payments and job retraining. Professor O'Connor expanded on this notion of a fiduciary duty to workers by developing a new model of corporate governance, she calls the "neutral referee" model. Investigating the German system of codetermination and the Japanese model of corporate governance, Professor O'Connor detailed how directors would balance the competing interests of shareholders and employees. Under this system, courts would not apply the business judgment rule; they would use substantive review to determine that actions are fair to workers. Professor O'Connor has written why fiduciary law, rather than contract and tort law, would work best to embody the moral obligations corporations should owe to long-term workers.

By the late 1990s, it became increasingly difficult to argue for this new fiduciary duty because the "shareholder value" mantra had firmly swept across corporate America as top executives were given stock options to ensure they narrowly focused on only shareholder interests. Since employees often own stock as shareholders, Professor O'Connor turned to see how union pension funds were using their shareholder rights to make gains for employees. Staying within the shareholder value paradigm, she also considered how corporations should make financial disclosure about their human resource values in our knowledge-based economy.

In 2001, Professor O'Connor began to look at the interests of women workers. First, she analyzed the notion of our "future human capital," that is, our children. She explored the literature concerning work/family balance and found that many corporate governance tools could be used to promote better family leave policies. Second, Professor O'Connor also probed why it is important to have more women directors on corporate boards.

Professor O'Connor's current research agenda will study the broad topic of "corporate social responsibility for food," and food democracy. Although childhood obesity has been recognized as a national problem for 30 years, corporate governance tools have not been widely used. Within the shareholder model of corporate governance, different shareholder proposals and disclosure guidelines could be part of our First Lady's plan to end childhood obesity in a generation. Professor O'Connor's goal is to make child obesity experts aware of these corporate governance tools and corporate social advocates aware of the need to address the child obesity problem. Given new research about food addictions to fat, sugar, and salt and our growing awareness of our "toxic food environment," Professor O'Connor believes that there will many new laws regarding food; she believes that the corporate social responsibility movement will have a large role in shaping these new laws.

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