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The Corporate Contract in Changing TimesIs the Law Keeping Up?$
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Steven Davidoff Solomon and Randall Stuart Thomas

Print publication date: 2019

Print ISBN-13: 9780226599403

Published to Chicago Scholarship Online: September 2019

DOI: 10.7208/chicago/9780226599540.001.0001

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PRINTED FROM CHICAGO SCHOLARSHIP ONLINE (www.chicago.universitypressscholarship.com). (c) Copyright University of Chicago Press, 2022. All Rights Reserved. An individual user may print out a PDF of a single chapter of a monograph in CHSO for personal use.date: 19 May 2022

In Search of Lost Time

In Search of Lost Time

What If Delaware Had Not Adopted Shareholder Primacy?

(p.48) Chapter Three In Search of Lost Time
The Corporate Contract in Changing Times

David J. Berger

University of Chicago Press

This article examines how directors and investors might manage corporations if we did not live in a world of stockholder primacy. The purpose of this article is also fourfold. First, this article demonstrates that stockholder primacy is a relatively recent development. Second, the article attempts to recognize the broader historical and social constraints on corporate behavior in an effort to show that the question of whether we live in a world of stockholder primacy or director primacy is ultimately too narrow a question. The third purpose of this essay is to note that there was a time when corporate directors had to respond not just to a different tax code, but even more fundamentally to a different regulatory and structural regime. The fourth purpose of the essay is to recognize that the law, including the most basic tenets of corporate law, are subject to change.

Keywords:   directors, investors, stockholders

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