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The Dodd-Frank Corporation: More than a Nexus of Contracts

33 Pages Posted: 2 Mar 2011 Last revised: 21 Jul 2011

Stefan J. Padfield

University of Akron School of Law

Date Written: July 19, 2011

Abstract

(PLEASE NOTE: THIS IS AN UPDATED VERSION OF A PREVIOUSLY DISSEMINATED DRAFT.)

Corporate theory matters. By way of example, I explain in this Essay how the Citizens United opinion can be read as a decision wherein the competing theories of the corporation played a dispositive role. Furthermore, some of the most important issues confronting courts and legislatures in the foreseeable future will involve questions about the nature of the corporation. In light of this, this Essay argues that the Dodd-Frank Wall Street Reform and Consumer Protection Act serves, in addition to all its other roles, as an important and novel data point in the on-going corporate theory debate. Specifically, I argue Dodd-Frank implicates corporate theory in two ways. First, it reaffirms yet again that corporations remain subject to significant government regulation as a matter of positive law - a fact that constitutes at least somewhat of a nuisance for contractarians. Second, and more importantly, Dodd-Frank’s formal recognition that at least some corporations have literally gotten too big to fail vindicates some of the most important normative assertions of concession theory broadly defined.

Keywords: Dodd-Frank, Corporate Theory, Citizens United, Campaign Finance

JEL Classification: K00, K20, K22, Z00

Suggested Citation

Padfield, Stefan J., The Dodd-Frank Corporation: More than a Nexus of Contracts (July 19, 2011). West Virginia Law Review, Vol. 114, 2011; U of Akron Legal Studies Research Paper No. 11-3. Available at SSRN: https://ssrn.com/abstract=1773662

Stefan J. Padfield (Contact Author)

University of Akron School of Law ( email )

150 University Ave.
Akron, OH 44325-2901
United States

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