Progressive Corporate Law

Progressive Corporate Law

Progressive Corporate Law

Progressive Corporate Law

Synopsis

Reflecting recent reexaminations of the nature and purpose of the modern publicly held corporation, Progressive Corporate Law introduces the reader to alternative perspectives within the field. The contributors to this volume are loosely bound both by their rejection of the prevailing paradigm of the corporation as a public good designed exclusively for the maximization of private profit and by their affirmative goal of designing corporate laws that accord better with the corporation's political and social realities. The resulting series of visions emphasizes communitarian themes of efficiency and morality of responsibility, altruism, and unity within the corporate form as well as between the corporation and the broader society. Progressive Corporate Law is important reading for business executives, lawyers, policymakers, and others who are concerned with the role of corporations in modern life. Designed to act as a springboard for stimulating discussion, it will be a valuable supplement to courses and seminars in corporate law and business ethics.

Excerpt

Interdisciplinary scholarship has been a hallmark of twentieth-century legal literature. Beginning with such notable contributions as Roscoe Pound's sociological jurisprudence and Jerome Frank Law and the Modern Mind, some of the most significant legal scholarship of this century has analyzed the law with the aid of psychology, anthropology, economics, sociology, history, philosophy, and, more recently, literature.

In this respect the recent themes of much of the corporate law literature appear oddly stunted. With occasional exceptions such as James Willard Hurst's 1970 history, The Legitimacy of the Business Corporation, and several articles by James Cox exploring the psychological foundations of boardroom behavior, the dominant recent analytical tool for corporate law analysis has been neoclassical economics. While this literature, with its by now familiar subtexts of market imperfections, agency costs, and nexus of contracts, has made important and enriching contributions to our understanding of the nature of corporate law, it provides only a partial context for this important and broad legal field.

Progressive Corporate Law usefully widens the focus of corporate law analysis.

David Millon elaborates in "Communitarianism in Corporate Law" how an exclusive focus on "the contractual corporation" has obscured, if not oversimplified, the wisdom and feasibility of nonshareholder self-protection through bargain. He draws upon the communitarian literature to offer a critique of the contractarians' view of corporate law.

Lynne Dallas in her chapter, "Working Toward a New Paradigm," is also critical of "shareholder-centeredness" and offers an alternative descriptive model that she terms "the power coalition theory." Drawing on such cognate fields as political theory and psychology, she urges that her alternative view better explains corporate behavior and governance structures.

Gregory Mark offers both a rich and an enriching survey of the literature of legal history with a particular emphasis on the extent to which the economic perspective has begun to alter corporate historiography.

Douglas Branson weighs into the important recent debate concerning the mandatory content of corporate law and urges that the law and economics approach gives excessively short shrift to the need for structure and authority in corporate law fiduciary concepts.

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