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The Law of Corporate Purpose

52 Pages Posted: 29 Sep 2012 Last revised: 27 Mar 2014

David G. Yosifon

Santa Clara University - School of Law

Date Written: May 28, 2013

Abstract

Delaware corporate law requires corporate directors to manage firms for the benefit of shareholders, and not for any other constituency. Delaware jurists have been clear about this in their case law, and they are not coy about it in extra-judicial settings, such as speeches directed at law students and practicing members of the corporate bar. Nevertheless, the reader of leading corporate law scholarship is continually exposed to the scholarly assertion that the law is ambiguous or ambivalent on this point, or even that case law affirmatively empowers directors to pursue non-shareholder interests. It is shocking, and troubling, for corporate law scholarship to evince such confusion about the most important black letter matter in the field. While I am a critic of the “shareholder primacy norm” in corporate governance, I am nevertheless convinced that shareholder primacy is the law. In fact, the critical vantage and reformative program that I have pursued in other writing presupposes that shareholder primacy is currently the law. This article is therefore dedicated both to providing doctrinal clarification on the law of corporate purpose, and to vindicating a key presumption in a broader normative agenda.

Keywords: shareholder primacy, corporate purpose, corporate governance, corporate social responsibility, corporate maximand, fiduciary duty, Delaware corporate law

Suggested Citation

Yosifon, David G., The Law of Corporate Purpose (May 28, 2013). 10 Berkeley Business Law Journal, 181 (2014); Santa Clara Univ. Legal Studies Research Paper No. 14-12. Available at SSRN: https://ssrn.com/abstract=2154031 or http://dx.doi.org/10.2139/ssrn.2154031

David Yosifon (Contact Author)

Santa Clara University - School of Law ( email )

500 El Camino Real
Santa Clara, CA 95053
United States

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