Debunking the 'End of History' Thesis for Corporate Law
Leonard I. Rotman
Schulich School of Law, Dalhousie University
December 3, 2009
Boston College International and Comparative Law Review, Vol. 33, No. 2, p. 219, 2010
In their article, “The End of History for Corporate Law,” Henry Hansmann and Reinier Kraakman proclaimed the triumph of the shareholder primacy norm over competing progressive theories of the corporation. This Article debunks Hansmann and Kraakman’s “end of history” thesis on both U.S. and Canadian corporate law grounds. A critical examination of high-profile U.S. corporate law jurisprudence indicates that the shareholder primacy norm cannot be supported, even by cases such as Dodge v. Ford and Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., which exist at the foundation of shareholder primacy arguments. Further, Canadian corporate law jurisprudence and the structure of Canadian corporate law statutes reveal the complete lack of support for shareholder primacy arguments north of the forty-ninth parallel, further impeding Hansmann and Kraakman’s claim. This state of affairs demonstrates that Hansmann and Kraakman’s “end of history” thesis is, at best, premature and, at worst, incorrect.
Number of Pages in PDF File: 55
Keywords: Corporate Law, Corporate Governance, Shareholder Primacy, Progressive Corporate LawAccepted Paper Series
Date posted: December 4, 2009 ; Last revised: August 5, 2011
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