The Failure of Corporate Law : Fundamental Flaws and Progressive Possibilities

When used in conjunction with corporations, the term “public” is misleading. Anyone can purchase shares of stock, but public corporations themselves are uninhibited by a sense of societal obligation or strict public oversight. In fact, managers of most large firms are prohibited by law from taking into account the interests of the public in decision making, if doing so hurts shareholders. But this has not always been the case, as until the beginning of the twentieth century, public corporations were deemed to have important civic responsibilities. With The Failure of Corporate Law, Kent Greenfield hopes to return corporate law to a system in which the public has a greater say in how firms are governed. Greenfield maintains that the laws controlling firms should be much more protective of the public interest and of the corporation’s various stakeholders, such as employees. Only when the law of corporations is evaluated as a branch of public law—as with constitutional law or environmental law—will 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. (20061031)

the Failure Of Corporate Law returns Corporate 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 Of public Law—as With Constitutional Law Or Environmental Law—will 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

law & Politics Book Review

“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 In A Mere 243 Pages. It Merits A Place Alongside Berle And Means, Easterbrook And Fischel, And Indeed, One Can But Hope That It Becomes The Touchstone For Further Corporate Law Reform Globally.”—law & Politics Book Review

— Benedict Sheehy

When used in conjunction with corporations, the term “public” is misleading. Anyone can purchase shares of stock, but public corporations themselves are uninhibited by a sense of societal obligation or strict public oversight. In fact, managers of most large firms are prohibited by law from taking into account the interests of the public in decision making, if doing so hurts shareholders. But this has not always been the case, as until the beginning of the twentieth century, public corporations were deemed to have important civic responsibilities. With __The Failure of Corporate Law,__ Kent Greenfield hopes to return corporate law to a system in which the public has a greater say in how firms are governed. Greenfield maintains that the laws controlling firms should be much more protective of the public interest and of the corporation’s various stakeholders, such as employees. Only when the law of corporations is evaluated as a branch of __public__ law—as with constitutional law or environmental law—will 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. In The Failure Of Corporate Law, Greenfield Argues That Corporate Law Can Be Utilized As A Force For Social Change. Greenfield Proposes A Vision Of Corporate Law That Would Make Corporations Responsive And Accountable Not Only To Shareholders, But To The General Public As Well. Indeed, His Prescriptive Plan For Progressive Law Makes It Possible For Corporations To Realize Greater Wealth, But With More Fairness And Democracy As Well. Challenging The Dominant Vision Of Corporate Law In The United States, This Book Shows That Changing Certain Foundational Assumptions About Corporations And The Law That Rules Them Is Critical To Reining In Corporate Power. Throughout, Greenfield Proposes Concrete, Achievable Adjustments To Law And Policy That Would Create Real, Positive Change.--book Jacket. September 11 And Corporate Law -- Corporate Law As Public Law -- Workers, Shareholders, And The Purpose Of Corporations -- Corporations And The Duty To Obey The Law -- Democracy And The Dominance Of Delaware -- New Principles, New Policies -- Corporate Governance As A Public Policy Tool -- Workers And Corporate Fraud -- Irrationality And The Business Judgment Rule. Kent Greenfield. Includes Bibliographical References And Index. "In The Failure of Corporate Law, Greenfield argues that corporate law can be utilized as a force for social change. Greenfield proposes a vision of corporate law that would make corporations responsive and accountable not only to shareholders, but to the general public as well. Indeed, his prescriptive plan for progressive law makes it possible for corporations to realize greater wealth, but with more fairness and democracy as well. Challenging the dominant vision of corporate law in the United States, this book shows that changing certain foundational assumptions about corporations and the law that rules them is critical to reining in corporate power. Throughout, Greenfield proposes concrete, achievable adjustments to law and policy that would create real, positive change."--Résumé de l'éditeur As descendants of the great courtier-poets Fujiwara no Shunzei (1114–1204) and his son Teika (1162–1244), the heirs of the Reizei house can claim an unbroken literary lineage spanning over eight centuries. Carter combines family history, literary criticism, and historical research in a coherent narrative tracking the evolution of the Reizei Way. Kent Greenfield hopes to return corporate law to a system in which the public has a greater say in how firms are governed. He maintains that the laws controlling firms should be much more protective of the public interest and of the corporation's various stakeholders, such as employees