The Failure of Corporate Law

by Greenfield, Kent

• ISBN13: 9780226306940
• ISBN10: 0226306941
• Format: Paperback
• Copyright: 2010-09-01
• Publisher: Univ of Chicago Pr

Summary

The Failure of Corporate Lawreturnscorporate law to a system in which the public has a greater say in how firms are governed. Kent Greenfield maintains that the laws controlling firms should be much more protective of the public interest and of the corporation's various stakeholders. Only when the law of corporations is evaluated as a branch ofpubliclawas with constitutional law or environmental lawwill it be clear what types of changes can be made in corporate governance to improve the common good. Greenfield proposes changes in corporate governance that would enable corporations to meet the progressive goal of creating wealth for society as a whole rather than merely for shareholders and executives. "Greenfield commences with a reconsideration of the basic and generally accepted purposes and norms of law. The result is as startling as it is enlightening. . . . A seminal piece of writing that evidences dominance of a vast range of ideas, research, and critical thinking, and puts it into a coherent, well argued, accessible whole."Law and Politics Book Review

Author Biography

Kent Greenfield is professor of law at Boston College Law School and served as a law clerk under Supreme Court Justice David H. Souter.

Table of Contents

Acknowledgments	p. ix
Introduction	p. 1
Fundamental Flaws	p. 7
September 11 and Corporate Law	p. 9
Corporate Law as Public Law	p. 29
Workers, Shareholders, and the Purpose of Corporations	p. 41
Corporations and the Duty to Obey the Law	p. 73
Democracy and the Dominance of Delaware	p. 107
Progressive Possibilities	p. 123
New Principles, New Policies	p. 125
Corporate Governance as a Public Policy Tool	p. 153
Workers and Corporate Fraud	p. 187
Irrationality and the Business Judgment Rule	p. 217
Postscript: Getting Real about New Possibilities	p. 241
Notes	p. 245
Index	p. 277
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