Is Corporate Law Experiencing Its Own 'Groundhog Day'?

University of St. Thomas Law Journal, Vol. 10:4 (04/01/2013)

16 Pages Posted: 20 Aug 2014

See all articles by Leonard I. Rotman

Leonard I. Rotman

Schulich School of Law, Dalhousie University

Date Written: April 9, 2013


Contemporary corporate law enjoys a rich, albeit contentious, discourse. Perhaps no single element of that discourse is more contentious than the discussion of corporate purpose. Its roots may be traced at least as far back as the immediate post-Depression era debate between Adolf Berle and Merrick Dodd. Yet, even after that legendary debate began eight decades ago, is contemporary corporate law any further ahead in establishing a definitive understanding of corporate purpose?

While the names have changed and the arguments have been restructured, in many ways corporate law’s antagonistic perspectives and vicious debates over corporate purpose remain mired in much the same situation that existed in the time of Berle and Dodd. This scenario is highly reminiscent of the movie Groundhog Day, where weatherman Phil Connors is stuck in a recurring loop where he wakes up each successive morning reliving the same day again and again. The relevance of that movie to the issue of corporate purpose lies in what Phil learned from his reliving the same day over and over again, which ultimately allowed him to exit the cycle. This article asks whether contemporary corporate law is doomed to reside permanently in its own time loop, or can it, like Phil Connors, expand its horizons and discover how to extricate itself from its (indirectly) self-imposed purgatory?

Keywords: Corporate Law, Corporate History, Corporate Purpose, Adolf Berle, Merrick Dodd, Citizens United.

Suggested Citation

Rotman, Leonard I., Is Corporate Law Experiencing Its Own 'Groundhog Day'? (April 9, 2013). University of St. Thomas Law Journal, Vol. 10:4 (04/01/2013), Available at SSRN:

Leonard I. Rotman (Contact Author)

Schulich School of Law, Dalhousie University ( email )

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Halifax, Nova Scotia B3H 4H9

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