Debunking the 'End of History' Thesis for Corporate Law

55 Pages Posted: 4 Dec 2009 Last revised: 5 Aug 2011

See all articles by Leonard I. Rotman

Leonard I. Rotman

Ted Rogers School of Management, Toronto Metropolitan University (formerly Ryerson University)

Date Written: December 3, 2009

Abstract

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.

Keywords: Corporate Law, Corporate Governance, Shareholder Primacy, Progressive Corporate Law

Suggested Citation

Rotman, Leonard I., Debunking the 'End of History' Thesis for Corporate Law (December 3, 2009). Boston College International and Comparative Law Review, Vol. 33, No. 2, p. 219, 2010, Available at SSRN: https://ssrn.com/abstract=1517846

Leonard I. Rotman (Contact Author)

Ted Rogers School of Management, Toronto Metropolitan University (formerly Ryerson University) ( email )

Toronto, ON
Canada

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