It's Time for a Good Hard Look in the Mirror: The Corporate Law Example
John Adams Barrett
University of Toledo - College of Law
September 9, 2011
Fordham Journal of Corporate and Financial Law, Forthcoming
University of Toledo Legal Studies Research Paper No. 2012-02
This article asserts that the move from the industrial age to the information age represents a fundamental change to our society on such a widespread basis that the legal order must reexamine the premises about how our society functions that are the foundational elements for U.S. Common Law to assess whether those premises remain valid. The article briefly examines the continuing validity of certain foundational premises in contract and intellectual property law to illustrate that such premises are no longer supported by the realities of modern society. With fundamental change confronting multiple areas of law in the information age, this is shown to be a problem worthy of widespread inquiry by legal scholars in various fields. The article then turns to a detailed analysis of the continuing validity of the premises supporting shareholder primacy in corporate law, looking at the historic justifications for allocating ownership, control and duties to demonstrate that these premises are no longer true. Based on the current relative needs of the business and contributions by various constituencies, the article asserts employees should have certain duties owed to them as well. The article concludes with a novel model for such a stake in the form of a springing right to profit sharing.
Number of Pages in PDF File: 37
Keywords: shareholder primacy, worker rights, law & economics, legal reformAccepted Paper Series
Date posted: September 28, 2011
© 2013 Social Science Electronic Publishing, Inc. All Rights Reserved.
This page was processed by apollo2 in 0.375 seconds