The Consumer Interest in Corporate Law

62 Pages Posted: 19 Nov 2009 Last revised: 7 May 2010

David G. Yosifon

Santa Clara University - School of Law

Date Written: November 17, 2009

Abstract

This Article provides a comprehensive assessment of the consumer interest in dominant theories of the corporation and in the fundamental doctrines of corporate law. In so doing, the Article fills a void in contemporary corporate law scholarship, which has failed to give sustained attention to consumers in favor of exploring the interests of other corporate stakeholders, especially shareholders, creditors, and workers. Utilizing insights derived from the law and behavioralism movement, this Article examines, in particular, the limitations of the shareholder primacy norm at the heart of prevailing “nexus of contracts” and “team production” theories of the firm. The Article concludes that fundamental reforms in corporate governance may be needed in order to vindicate the consumer interest in corporate enterprise.

Keywords: corporate law, shareholder primacy, stakeholderism, corporate governance, consumer law, nexus of contracts, team production, behavioralism

JEL Classification: A12, A13, D11, D18, D61, D62, D63, D82, D91, E21, H31, I1

Suggested Citation

Yosifon, David G., The Consumer Interest in Corporate Law (November 17, 2009). UC Davis Law Review, Vol. 43, pp. 253-313, 2009; Santa Clara Univ. Legal Studies Research Paper No. 09-17. Available at SSRN: https://ssrn.com/abstract=1508014

David G. Yosifon (Contact Author)

Santa Clara University - School of Law ( email )

500 El Camino Real
Santa Clara, CA 95053
United States

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