This article seeks to frame a short statement of purpose for corporate law on which all reasonable observers can agree. The statement, in order to succeed at its intended purpose, must satisfy two strict conditions: first, it must have enough content to be meaningful; second, it must be...

This essay views The Modern Corporation and Private Property from the perspective of its junior coauthor, Gardiner Means. Means generated the book's statistical showings of deepening corporate concentration and widening separation of ownership and control, studies also included in a Ph.D....

The Modern Corporation and Private Property’s most famous passage is its last chapter, entitled “The New Concept of the Corporation.” There the shareholder interest, painstakingly protected in most of the book, is trumped by the public interest. This Article reconsiders the last chapter,...

Many look toward enactment of the law reform agenda held out by proponents of shareholder empowerment as a part of the regulatory response to the financial crisis. This Article argues that the financial crisis exposes major weaknesses in the shareholder case. Our claim is that shareholder...

The Delaware Chancery Court recently squared off against the investment banking world with a series of rulings that tie Revlon violations to banker conflicts of interest. Critics charge the Court with slamming down fiduciary principles of self-abnegation in a business context where they have no...

This article takes a second look at a database of 114 activist hedge fund engagements commenced between 2002 and 2006. The first look at the database, published as “Hedge Funds and Governance Targets,” 95 Georgetown Law Journal 1375 (2007), covered developments through December 31, 2006, and...

This Article reconsiders Margaret Blair and Lynn Stout’s team production model of corporate law, offering a favorable evaluation. The model explains both the legal corporate entity and corporate governance institutions in microeconomic terms as the means to the end of encouraging investment,...