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Full-Text Articles in Business Law, Public Responsibility, and Ethics
The Dystopian Potential Of Corporate Law, D. Gordon Smith
The Dystopian Potential Of Corporate Law, D. Gordon Smith
Faculty Scholarship
The community of corporate law scholars in the United States is fragmented. One group, heavily influenced by economic analysis of corporations, is exploring the merits of increasing shareholder power vis-a-vis directors. Another group, animated by concern for social justice, is challenging the traditional, shareholder-centric view of corporate law, arguing instead for a model of stakeholder governance. The current disagreement within corporate law is as fundamental as in any area of law, and the debate is more heated than at any time since the New Deal. This paper is part of a debate on the audacious question, Can Corporate Law Save …
The Enduring Ambivalence Of Corporate Law, Christopher M. Bruner
The Enduring Ambivalence Of Corporate Law, Christopher M. Bruner
Scholarly Works
Prevailing theories of corporate law tend to rely heavily on strong claims regarding the corporate governance primacy and legitimacy of either the board or the shareholders, as the case may be. In this article I challenge the descriptive power of these theories as applied to widely held public corporations and advance an alternative, arguing that corporate law is, and will remain, deeply ambivalent - both doctrinally and morally - with respect to three fundamental and related issues: the locus of ultimate corporate governance authority, the intended beneficiaries of corporate production, and the relationship between corporate law and theachievement of the …