Between Citizen and State: An Introduction to the Corporation

by Westbrook,David A.

• ISBN13: 9781594514050
• ISBN10: 1594514054
• Format: Nonspecific Binding
• Copyright: 2008-02-28
• Publisher: Routledge

Summary

Between Citizen and Stateis an intrepid and readable introduction to, and insightful commentary on, the role of the corporation in the modern world. Corporate actors have typical motivations, opportunities, temptations '” they are characters, and their interactions follow familiar plotlines. Part I, Background, introduces the characters and their context. Part II, Internal Struggles, explains common conflicts in terms of well-known court cases. Part III, External Relations, examines relationships between the corporation, individuals, and the state.

Author Biography

David A. Westbrook is Professor of Law and Floyd H. and Hilda L. Hurst Faculty Scholar, SUNY-Buffalo

Table of Contents

Acknowledgments and Dedication	p. vii
Foreword: The Mystery of the Social Betweens by Charles Lemert	p. ix
Preface: What about Happiness?	p. xv
Introduction: Corporation Law as Theater	p. 1
Background
Stock Characters and Ordinary Scripts	p. 19
Why Corporation Law Matters	p. 29
Capital Structure, Dramatic Structure	p. 41
Understanding the Moral (Learning from Cases)	p. 55
Internal Struggles
Directors' Fiduciary Duties: Loyalty	p. 63
Directors' Fiduciary Duties: Due Care	p. 73
Managers as Heroes	p. 85
Shareholders as Strategic Actors	p. 93
Struggles for Control of the Corporation	p. 101
External Relations
Agency, Responsibility, and Limited Liability	p. 117
Views of the Institution	p. 129
Corporations and the State	p. 139
The Mirror of Securities Law	p. 147
Conclusion: Charting the Corporation's Place in Civil Society	p. 157
Notes	p. 165
Glossary	p. 185
Bibliography	p. 199
Index	p. 219
About the Author	p. 223
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