By Eugene Kontorovich
Winter is the season of many academic association annual meetings — and with them, a predictable wave of proposals for these groups to boycott Israel. I have an op-ed in today’s Wall Street Journal, co-authored with “Deal Professor” Steven Davidoff Solomon, explaining how boycotts by scholarly associations can violate corporate law, allowing members to sue to enjoin the measures.
Academic association boycott actions may be invalid under the ultra vires doctrine of corporate law. That rule limits a corporation from acting beyond its chartered purposes. In the modern era, ultra vires has little relevance for regular “all lawful purpose” for-profit companies. However, it still matters for non-profits, which often specifically limit their activities and goals in their constitution. Such constitutional limitations are binding, and corporate actions that go beyond the express constitutional powers and purposes can be enjoined.