Eric W. Orts

Eric W. Orts
  • Guardsmark Professor
  • Professor of Legal Studies & Business Ethics and Professor of Management
  • Director: Initiative for Global Environmental Leadership

Contact Information

  • office Address:

    648 Jon M. Huntsman Hall
    3730 Walnut Street
    Philadelphia, PA 19104

Research Interests: corporate governance, environmental law and policy, environmental management, professional ethics, securities regulation, theories of the firm

Links: CV, Initiative for Global Environmental Leadership

Overview

Education

JSD, Columbia University, 1994; LL M, Columbia University, 1992; JD, University of Michigan, 1988; MA, New School for Social Research, 1985; BA, Oberlin College, 1982.

Career and Recent Professional Awards; Teaching Awards

MBA Excellence in Teaching Award for an Elective Course, 2011.

Academic Positions Held

Wharton: 1991-present (named Guardsmark Professor in 2001); faculty director, Initiative for Global Environmental Leadership, 2007 to present.  Visiting appointments: Harvard University (Eugene P. Beard Faculty Fellow, Center for Ethics and the Professions); INSEAD European campus (Economics and Political Science area); NYU School of Law; University of Leuven (Fulbright Visiting Professor, law faculty); University of Michigan Law School; UCLA School of Law; University of California Santa Barbara, Bren School of Environmental Science and Management; University of Sydney Law School; and Tsinghua University (School of Economics and Management, Freeman Foundation Visiting Professor).

Other Positions

Paul, Weiss, Rifkind, Wharton & Garrison, associate attorney, 1988-90; Chemical Bank Fellow in Corporate Social Responsibility, Columbia University School of Law, 1990-91.

Professional Leadership

Founding board member, Alliance for Research in Corporate Sustainability, 2009-present; editorial board, Business Ethics Quarterly, 2011-present; consulting member, American Law Institute, 1997-present.

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Research

Current research focuses on several projects: a forthcoming article on “Senate Democracy: Our Lockean Paradox and How to Solve It” (American University Law Review, 2019); a forthcoming article co-authored with Amy Sepinwall on “Collective Rights and the Court” (Washington University Law Review, 2019); completing a book under contract with Oxford University Press on “Rethinking the Firm,” an interdisciplinary sequel to “Business Persons:  A Legal Theory of the Firm” (OUP 2013); and some contemplated research projects on topics such as financial regulation and economic inequality (with Christina Skinner) and theories of democracy and the business firm (with Helene Landamore). An original co-authored screenplay called “Missouri Conversion” is also available for any director producer interested to consider!

  • Eric W. Orts (Forthcoming), Senate Democracy: Our Lockean Paradox and How to Solve It.

    Abstract: The United States Senate is radically unrepresentative. American citizens in populous states such as California, Texas, Florida, and New York have much less voting weight than citizens in lightly populated states. Senate representation is also significantly biased in terms of race, ethnicity, and color, as well as other constitutionally protected characteristics such as age and sex. Effective reform of Senate, however, presents a Lockean paradox because amendment of the Senate’s representational structure is prohibited by Article V of the Constitution, and the amendment of Article V is itself blocked by impossible supermajority hurdles. This Article proposes a Senate Reform Act to solve this paradox. The reform would adjust the number of senators allocated to each state by relative population. It recommends a Rule of One Hundred to determine population units by which to allocate senate seats according the official decennial census, with a minimum of one senator per state. The reform would thus respect the principle of federalism and maintain the Senate at roughly the same size. It would yield structural co-benefits such as a more representative Electoral College and an easier path to statehood for underrepresented citizens in the District of Columbia, Puerto Rico, and elsewhere. The proposed Senate Reform Act finds its constitutional authority in the Fourteenth, Fifteenth, Nineteenth, Twenty-Fourth, and Twenty-Sixth Amendments, collectively the voting-rights amendments. After explaining how the reform would work, this Article defends its constitutionality through traditionally recognized modes of interpretation: textual analysis, structural considerations, historical context, moral principles, and legal precedents. It concludes with an examination of political balance and feasibility.

  • Eric W. Orts (Forthcoming), Collective Rights and the Court (with Amy Sepinwall).

    Abstract: Not everything is or should be for sale. Collective goods such as our democracy and parts of our natural environment would be destroyed if they were transformed into commodities to be bought and sold in commercial markets. This Article examines a discrete and unexplored topic within the larger literature on commodification: the extent to which the U.S. Supreme Court participates in the commodification of collective goods. The Court shifts market boundaries, we argue, through interpretations of the Constitution that glorify commodities and exalt individual rights at the expense of collective goods in which we all share. Examining two lines of cases holding that “money is speech” and “waste is commerce,” the Article contributes to theoretical understanding of the nature of collective goods and their commodification through interpretation of the Constitution, and makes recommendations for how the Court and our larger society should address these issues in the future.

  • Brian Berkey and Eric W. Orts (2019), Review of Ryan Burg, Business Ethics for a Material World, Business Ethics Quarterly, 29 (1), pp. 143-146. 10.1017/beq.2018.39

  • Eric W. Orts (2017), Corporate Law and Business Theory,.

  • Sarah E. Light and Eric W. Orts, Public and Private Procurement in Environmental Governance. In Policy Instruments in Environmental Law, edited by Ken Richards & Josephine van Zeben (Edward Elgar, forthcoming), (2017)

  • Eric W. Orts and N. Craig Smith, The Moral Responsibility of Firms (Oxford University Press, 2017)

  • Eric W. Orts (2016), Theorizing the Firm: Organizational Ontology in the Supreme Court, DePaul Law Review, 65 (2).

  • Sarah E. Light and Eric W. Orts (2015), Parallels in Public and Private Environmental Governance, Michigan Journal of Environmental and Administrative Law, 5, p. 1.

  • Eric W. Orts and Amy Sepinwall (2015), Privacy and Organizational Persons, University of Minnesota Law Review, 99 (6).

  • Eric W. Orts, Business Persons: A Legal Theory of the Firm (2013)

Teaching

MBA and undergraduate courses:  Responsibility in Professional Services; Environmental Management: Law and Policy; Law of Corporate Management and Finance.

Ph.D. courses:  Foundations of Business Law; Theories of the Business Enterprise.

Undergraduate honors courses:  Introduction to Law; Environmental Management: Law and Policy (seminar).

 

Past Courses

  • LGST101 - LAW AND SOCIAL VALUES

    This course presents law as an evolving social institution, with special emphasis on the legal regulation of business in the context of social values. It considers basic concepts of law and legal process, in the U.S. and other legal systems, and introduces the fundamentals of rigorous legal analysis. An in-depth examination of contract law is included.

  • LGST202 - LAW OF CORP MGMT & FNCE

    This course provides an introduction to the law of corporate management and finance, focusing on large publicly held corporations. It is presented from the perspective that before too long virtually all students will serve on one or more corporate boards of directors and that each should, therefore, know about the duties owed by directors and officers to those toward whom they bear a fiduciary duty. The course covers the basic obligations of corporate directors and managers under state corporate law and the federal securities laws. It also considers the rights and responsibilities of other major stake holders in the governance of public corporations, including shareholders, creditors/bondholders, employees (including corporate executives), investment bankers, corporate lawyers, and accountants. Particular attention is given to the law of mergers and acquisitions. Important issues of social policy concerning large business corporations are also discussed.

  • LGST215 - ENVT'L MGMT LAW & POL

    This course provides an introduction to environmental management by focusing on foundational concepts of environmental law and policy and how they affect business decisions. The primary aim of the course is to give students a deeper practical sense of the important relationship between business and the natural environment, the existing legal and policy framework of environmental protection, and how business managers can think about managing their relationship with both the environment and the law.

  • LGST241 - BUSINESS ENTERPRISE

    What is a business firm? How did various forms of business, including the corporation, arise historically? How do contemporary economic and financial theories explain how business firms evolve, grow, and die? What are the legal underpinnings of the forms of business enterprise, ranging from sole proprietorships to partnerships to family-owned enterprises to multinational corporate groups? How do business firms relate to politics and government, as well as religion? What about the environment? This interdisciplinary course offers an introduction to pursuing answers to these questions. Students will gain perspective on the nature of business enterprises from different points of view that will be useful in further research, as well as having practical application. Ubiquitous economic concepts such as agency costs, principal-agent relationships, transaction costs, and influence costs will be studied. Different legal structures of firms will also be introduced, including new hybrid organizations such as benefit corporations, which seek to meld non-profit and profit objectives. In the course, we will read high-profile U.S. Supreme Court cases such as Citizens United and Hobby Lobby and debate appropriate boundaries (or not) between business and politics, as well as business and religion. Business ethics and the nature of any social responsibilities owed by business and business people will be topics too.

  • LGST299 - SEMINAR IN LAW & SOCIETY

    A study of the nature, functions, and limits of law as an agency of societal policy. Each semester an area of substantive law is studied for the purpose of examining the relationship between legal norms developed and developing in the area and societal problems and needs.

  • LGST612 - RESPONSIBILITY IN BUS.

    This course introduces students to important ethical and legal challenges they will face as leaders in business. The course materials will be useful to students preparing for managerial positions that are likely to place them in advisory and/or agency roles owing duties to employers, clients, suppliers, and customers. Although coverage will vary depending on instructor, the focus of the course will be on developing skills in ethical and legal analyses that can assist managers as they make both individual-level and firm-level decisions about the responsible courses of action when duties, loyalties, rules, norms, and interests are in conflict. For example, the rules of insider trading may form the basis for lessons in some sections. Group assignments, role-plays, and case studies may, at the instructor's discretion, be used to help illustrate the basic theoretical frameworks. Course materials will highlight industry codes and professional norms, as well as the importance of personal and/or religious values. Format: class participation, quiz, group report, and final paper or exam. Materials: coursepack. Prerequisites: none.

  • LGST641 - BUSINESS ENTERPRISE

    What is a business firm? How did various forms of business, including the corporation, arise historically? How do contemporary economic and financial theories explain how business firms evolve, grow, and die? What are the legal underpinnings of the forms of business enterprise, ranging from sole proprietorships to partnerships to family-owned enterprises to multinational corporate groups? How do business firms relate to politics and government, as well as religion? What about the environment? This interdisciplinary course offers an introduction to pursuing answers to these questions. Students will gain perspective on the nature of business enterprises from different points of view that will be useful in further research, as well as having practical application. Ubiquitous economic concepts such as agency costs, principal-agent relationships, transaction costs, and influence costs will be studied. Different legal structures of firms will also be introduced, including new hybrid organizations such as benefit corporations, which seek to meld non-profit and profit objectives. In the course, we will read high-profile U.S. Supreme Court cases such as Citizens United and Hobby Lobby and debate appropriate boundaries (or not) between business and politics, as well as business and religion. Business ethics and the nature of any social responsibilities owed by business and business people will be topics too.

  • LGST799 - SEMINAR IN LAW & SOCIETY

    A study of the nature, functions, and limits of law as an agency of societal policy. Each semester an area of substantive law is studied for the purpose of examining the relationship between legal norms developed and developing in the area and societal problems and needs.

  • LGST802 - GLOBAL CORP LAW & MGMT

    This course provides an introduction to the law of corporate management and finance, focusing on large publicly held corporations. It is presented from the perspective that before too long virtually all students will serve on one or more corporate boards of directors and that each should, therefore, know about the duties owed by directors and officers to those toward whom they bear a fiduciary duty. The course covers the basic obligations of corporate directors and managers under state corporate law and the federal securities laws. It also considers the rights and responsibilites of other major stake holders in the governance of public corporations, including shareholders, creditors/bondholders, employees (including corporate executives), investment bankers, corporate lawyers, and accountants. Particular attention is given to the law of mergers and acquisitions. Important issues of social policy concerning large business corporations are also discussed. Format: Lecture and legal case discussion. Materials: To be determined.

  • LGST815 - ENVT'L MGMT LAW & POL

    This course provides an introduction to environmental management with a focus on law and policy as a basic framework. The primary aim of the course is to give students a deeper practical sense of the important relationship between business and the natural environment and to think critically about how best to manage this relationship.

  • LGST921 - FOUNDATIONS OF BUS LAW

    This course will introduce students to basic jurisprudential discussions and debates that relate to understanding business in society. Topics will include a general overview of the nature of law and its relationship to ethics; history of legal thought, business in society; theories of contract, torts, and property; criminal law as it applies to business situations; and theories of the business enterprise and its regulation. Selected topics will also be chosen in accordance with the interest of participants in the seminar.

  • MGMT213 - ENTREP THROUGH ACQUIS.

    This course provides an introduction to environmental management with a focus on law and policy as a basic framework. The primary aim of the course is to give students a deeper practical sense of the important relationship between business and the natural environment and to think critically about how best to manage this relationship.

  • MGMT653 - FIELD APPLICATION PROJ

    FAP is an experiential-based course where learning is done outside of the classroom. It is unique in its lack of a classroom setting all meetings take place in a professor's office in small teams of 4 to 6 students. Teams are faced withreal-time issues of outside organizations and work with faculty and host managers to construct innovative solutions. Solutions are integrative and cross-functional in nature. We encourage creative thinking giving students wide access towhat we call "area of expertise" faculty. Depending on the project scope we help students arrange meetings with professors who are experts in their field. Host organizations range from large multinational firms to start-ups. A significant percentage of the projects are with non-profits and organizations focused on social causes. Format: Teams (4-6 members) meet with faculty on a weekly basis (30-45 minutes). There are also 3-5 meetings with host managers. In addition to meeting with aFaculty Head, students are given access to "area of expertise" faculty. These faculty members are chosen based on their specific expertise. The final deliverable consists of an oral presentation and a written document. Requirements: Weekly team meetings with faculty project head and a final PowerPoint report and presentation.

Awards and Honors

  • Excellence in Teaching Award for MBA Elective Course, 2011

In the News

Knowledge @ Wharton

Activity

Latest Research

Eric W. Orts (Forthcoming), Senate Democracy: Our Lockean Paradox and How to Solve It.
All Research

In the News

Why Central Banks Are Taking on Climate Change

Thirty-four central banks signed on to a statement warning that climate change is a significant financial risk to the global economy. Experts explain why they are taking a stand.

Knowledge @ Wharton - 2019/05/14
All News

Awards and Honors

Excellence in Teaching Award for MBA Elective Course 2011
All Awards