Journal of Corporation Law

Articles cover corporate legal topics and development important to businesses, scholars and practicing lawyers.

Articles from Vol. 31, No. 3, Spring

After Dura: Causation in Fraud-on-the-Market Actions
On April 19, 2005, the Supreme Court announced its unanimous opinion in Dura Pharmaceuticals, Inc. v. Broudo,1 concerning what a plaintiff must show to establish causation in a Rule 10b-5 fraud-on-the-market suit for damages. The opinion had been awaited...
Business Strategists and Election Commissioners: How the Meaning of Loyalty Varies with the Board's Distinct Fiduciary Roles
I. INTRODUCTIONFor the last 20 years, the Delaware courts have been developing special doctrines to review board decisions in the context of hostile bids for corporate control and other contested corporate elections. In the Unocal line of cases, courts...
Clark's Treatise on Corporate Law: Filling Manning's Empty Towers
Almost 45 years ago, in an elegantly depressive account of the then current state of corporate law scholarship, Bayless Manning announced the death of corporation law "as a field of intellectual effort."1 Manning left us with an affecting image of a...
Faculty Advisors Note
Dear Readers:It is a pleasure and an honor to send you this volume of the Journal of Corporation Law, which contains the articles and essays from a live symposium paying tribute to Robert C. Clark's treatise, CORPORATE LAW. Many of you know Bob Clark...
Federal Corporate Law: Torts and Fiduciary Duty
Corporate governance, the traditional province of state corporate law, has long had a substantial federal component. For more than a century Congress has rejected national incorporation statutes, deliberately leaving the development of corporate governance...
Financial Innovation in Corporate Law
I. INTRODUCTIONWhen Corporate Law1 was published in 1986, scholars and practitioners took a relatively simple approach to applying the insights of finance theory to corporate law. Although Fischer Black, Myron Scholes, and Robert Merton had published...
How Close Is the End of History?
I. INTRODUCTIONWhen I was invited to prepare a contribution to this conference in honor of Bob Clark, I was encouraged to offer some follow-up observations on the essay that Reinier Kraakman and I wrote on The End of History for Corporate Law.2 Although...
Internal Controls after Sarbanes-Oxley: Revisiting Corporate Law's "Duty of Care as Responsibility for Systems"
I. INTRODUCTIONImmediately after the passage of the Sarbanes-Oxley Act (SOX), much of the commentary was about Congress' scatter-gun approach, firing at so many different targets at once to prompt better corporate financial reporting and disclosure....
Major Changes Lead Us Back to Basics (A Response to the Symposium on My Treatise)
I am flattered and humbled by this conference, and profoundly grateful to the organizers and sponsors-Professor Hillary Sale, the Journal of Corporation Law, and the University of Iowa-as well as to the contributors and participants. For me, an author...
Measuring Efficiency in Corporate Law: The Role of Shareholder Primacy
ABSTRACTThe shareholder primacy norm defines the objective of the corporation as maximization of shareholder wealth. Law and economics scholars have incorporated the shareholder primacy norm into their empirical analyses of regulatory efficiency. An...
Specific Investment: Explaining Anomalies in Corporate Law
ABSTRACTThis Article has two goals: to praise Professor Robert Clark as a remarkable corporate scholar, and to explore how his work has helped to advance our understanding of corporations and corporate law. Clark wrote his classic treatise at a time...
The Contractarian Theory of Corporate Law: A Generation Later
This essay and the symposium to which it is contributed mark the 20th anniversary of the publication of Corporate Law by Robert Clark.1 Clark's book was an important force in bringing economic analysis to bear on issues of corporate law, a process that...
The Entrepreneur and the Theory of the Modern Corporation
I. INTRODUCTIONThe third quarter of the nineteenth century was the golden age of economic and political liberalism and the entrepreneur.1 The last quarter of the nineteenth century and the first three decades of the twentieth century witnessed the decline...
The Nature of Conflicts of Interest within the Firm
I. INTRODUCTIONThere are many ways to evaluate the quality of a jurisdiction's business law rules. From a practical point of view, however, there is no better method of evaluating the efficacy of a particular system of rules than by measuring how conflicts...
The Rhetoric of Corporate Law: The Impact of Stakeholder Rhetoric on Corporate Norms
I. INTRODUCTION........................................................................................................ 676II. THE BATTLE OF NORMS: THE EVOLUTION OF THE SHAREHOLDER PRIMACY AND STAKEHOLDER THEORIES.........................................................................................