This article examines the history of the law of corporate purpose. I argue that the seemingly conflicting visions of corporate social responsibility and shareholder wealth maximization, which characterize contemporary debates about the subject, are grounded in two different paradigms for...

This article examines scholarly debates and judicial decisions, ranging from the turn of the twentieth century to its end, about the appropriate status of directors and the standard of liability that each status carried — specifically in situations involving allegations of breaches of the duty...

This article examines how corporate law, specifically the rules applicable to the allocation of power among directors, executives, and shareholders, has become ineffective as a means of regulating corporate power. I argue that in the course of the twentieth century corporate law has been used...

This article explores the long-standing suspicion of the individual shareholder and the corresponding ambivalence about shareholder democracy as it is seen in conversations about the shareholder's role in the modern public corporation throughout the twentieth century. The article examines two...

This article examines the Delaware courts’ 1980s shift from managerialism to a theory I label proceduralism. I argue that managerialism, which justified corporate law’s deference to directors in the preceding fifty years, was corporate law’s response to social, political, and cultural...

In the debate over whether a corporation’s primary purpose is to make money for shareholders or protect the interests of all stakeholders, including employees and customers, some argue that corporate law requires directors and corporations to serve primarily shareholder economic interests....

This essay describes various financial, economic, and legal developments in the United States from 1952 until 2007 and argues that they suggest a transformation of the American economic system from capitalism to one I term "financialism." Financialism is a system in which the real economy plays...

Data on historical and current corporate finance trends drawn from a variety of sources present a paradox. External equity has never played a significant role in financing industrial enterprises in the United States. The only American industry that has relied heavily upon external financing is...

One of the persistent tropes in the debate over the desirability of private securities class actions is that innocent shareholders pay the damages. The claim that shareholders are indeed innocent has rarely been examined. In this paper, I take the assertion seriously, tracing the use of the...