The Failure of Corporate Law: Fundamental Flaws and Progressive Possibilities
Kent Greenfield
Abstract
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. This book hopes to return corporate law to a s ... More
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. This book hopes to return corporate law to a system in which the public has a greater say in how firms are governed. It argues that the laws controlling firms should be much more protective of the public interest and of the corporations' 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. The book 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.
Keywords:
public corporations,
shareholders,
corporate law,
public interest,
stakeholders,
employees,
corporate governance,
common good,
public law
Bibliographic Information
| Print publication date: 2007 |
Print ISBN-13: 9780226306933 |
| Published to Chicago Scholarship Online: March 2013 |
DOI:10.7208/chicago/9780226306988.001.0001 |
