Framing a Purpose for Corporate Law

Journal of Corporation Law, Vol. 39, P. 713, 2014

U of Penn, Inst for Law & Econ Research Paper No. 16-19

13 Pages Posted: 8 Sep 2016

See all articles by William W. Bratton

William W. Bratton

University of Pennsylvania Carey Law School; University of Miami School of Law; European Corporate Governance Institute (ECGI)

Date Written: Summer 2014


This article seeks to frame a short statement of purpose for corporate law on which all reasonable observers can agree. The statement, in order to succeed at its intended purpose, must satisfy two strict conditions: first, it must have enough content to be meaningful; second, it must be completely uncontroversial, both descriptively and normatively. The exercise, thus described, involves avoiding the issues that occupy center stage in discussions about corporate law while at the same time highlighting the discussants’ generally held presuppositions. Three closely interconnected issues arise. First, whether the statement of the purpose of corporate law should speak in terms of maximization and economic efficiency rather than settle for the less demanding notion of wealth enhancement. Second, whether the statement of purpose should be tied to the shareholder interest, or, to restate the issue in more familiar terms, whether the shareholder primacy principle should be incorporated into the statement of corporate law’s purpose. Third, whether the utility to be maximized should (or may) be framed as social welfare. The statement derived speaks in terms of “attempts” to maximize and avoids reference either to the shareholder interest, which is controversial, or to social welfare, which is substantively inappropriate. For meaningful content, the statement references the inherited doctrinal context of corporate law rather than economic theory.

Keywords: Corporate Governance, Corporation Law, Corporate Legal Theory, Utility Maximization, Shareholder Value, Welfare Consequentialism, Efficiency, Competition

JEL Classification: G30, K22

Suggested Citation

Bratton, William Wilson, Framing a Purpose for Corporate Law (Summer 2014). Journal of Corporation Law, Vol. 39, P. 713, 2014, U of Penn, Inst for Law & Econ Research Paper No. 16-19, Available at SSRN:

William Wilson Bratton (Contact Author)

University of Pennsylvania Carey Law School ( email )

3501 Sansom Street
Philadelphia, PA 19104
United States

University of Miami School of Law ( email )

P.O. Box 248087
Coral Gables, FL 33146
United States

European Corporate Governance Institute (ECGI) ( email )



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