Law Commons^™

Ultra Vires Lives! A Stakeholder Analysis Of Corporate Illegality (With Notes On How Corporate Law Could Reinforce International Law Norms), Kent Greenfield

Kent Greenfield

This paper argues that a remaining vestige of the ultra vires doctrine sets off illegal activities as "beyond the power" of corporations. Though largely unnoticed and unexamined until now, this part of the doctrine has been retained because none of the important corporate stakeholders has an interest in authorizing the corporation and its managers to commit illegal acts. From an ex ante perspective, the principal stakeholders in the corporate contract would want the corporation and its management to forego illegalities as a way to increase the value of the firm. Any of the stakeholders would be a potential victim of …

Revamping Veil Piercing For All Limited Liability Entities: Forcing The Common Law Doctrine Into The Statutory Age, Rebecca J. Huss

Rebecca J. Huss

This article proposes that legislatures adopt a statutory provision codifying the best aspects of the veil piercing doctrine. The article beings with a brief history and description of the new limited liability entities and discusses some of the basic theories supporting limited liability. A genearl overview of the veil piercing doctrine and its likely application to these new entities follows. Finally this paper argues that the time is ripe to explore and implement ideas for accomplishing the goals of veil piercing in a more consistent manner.

From Metaphor To Reality In Corporate Law, Kent Greenfield

Kent Greenfield

This essay is in response to a commentary by Professor David Millon, who ably argues in the same journal that a dependence on metaphor drives much of the debate within corporate law jurisprudence and corporate law scholarship. This essay joins Millon in his criticism.

For decades, scholars have used metaphors -- corporation as person, corporation as creature of the state, corporation as property, corporation as contract, corporation as community, to name the most prominent -- as justifications for the imposition of, or freedom from, legal and ethical requirements. The metaphors are often taken as self-evident. The legal and ethical arguments …