Abstract

http://ssrn.com/abstract=646821
 
 

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Competing Concepts of the Corporation (a.k.a. Criteria? Just Say No)


Stephen M. Bainbridge


University of California, Los Angeles (UCLA) - School of Law

January 10, 2005

UCLA School of Law, Law-Econ Research Paper No. 05-1

Abstract:     
This essay was written for a forthcoming festschrift in honor of my UCLA School of Law colleague, coauthor, and friend William A. Klein. The conference is organized around Bill's claim that corporate law scholarship would benefit if scholars were more explicit about the normative criteria that motivate their analyses and policy recommendations. In pursuit thereof, Bill's "criteria project" identifies four broad categories of "criteria for good corporate laws": (1) fairness; (2) efficiency; (3) legitimacy and accountability; and (4) administrability. Within each broad category, one then finds a number of specific criteria. Scholars are then asked to identify those criteria that inform their work.

In this essay, I argue that the criteria project lacks an overall conception of the corporation. I further argue that one's selection of evaluative criteria cannot be appraised in isolation from the concepts of the corporation informing that selection. Hence, I echo a call made two decades ago by Professor Roberta Romano for scholars to be more explicit in setting out their "normative theory of the corporation and its place in the polity."

Number of Pages in PDF File: 20

Keywords: corporate law

JEL Classification: K22

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Date posted: January 11, 2005  

Suggested Citation

Bainbridge, Stephen M., Competing Concepts of the Corporation (a.k.a. Criteria? Just Say No) (January 10, 2005). UCLA School of Law, Law-Econ Research Paper No. 05-1. Available at SSRN: http://ssrn.com/abstract=646821 or http://dx.doi.org/10.2139/ssrn.646821

Contact Information

Stephen Mark Bainbridge (Contact Author)
University of California, Los Angeles (UCLA) - School of Law ( email )
385 Charles E. Young Dr. East
Room 1242
Los Angeles, CA 90095-1476
United States
310-206-1599 (Phone)
310-825-6023 (Fax)
HOME PAGE: http://www.professorbainbridge.com
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