Power, Primacy, and the Corporate Law Pivot

24 Pages Posted: 1 Jun 2022 Last revised: 13 Dec 2022

See all articles by Grant M. Hayden

Grant M. Hayden

Southern Methodist University - Dedman School of Law

Matthew T. Bodie

University of Minnesota Law School

Date Written: 2022

Abstract

As a Vice Chancellor, Chancellor, Chief Justice, and now a private citizen, Leo Strine has consistently recognized the shape of power relations within corporate law. With his wry wit and sharp prose, he has cut to the quick on issues such as director independence, shareholder rights, and the separation of ownership from ownership. Underlying these decisions are both the recognition of the underlying power dynamics at play and the pursuit of fairness under the law. As the Chief Justice has gone from lawmaker to commentator, his perspective has shifted on the role of corporate law in shaping society. Like him, we recognize that corporations and corporate law have led our economy away from the middle-class-oriented prosperity of the New Deal toward a bleaker landscape dominated by corporate behemoths that leave working Americans behind. We argue that corporate law must pivot to include workers under its aegis in order to restore a fairer working environment, economy, and polity. Chief Justice Strine is well positioned to take us in that new direction.

Keywords: Leo E. Strine Jr., Corporation law, Corporate governance, Shareholder primacy, Stakeholderism, Employee participation, Codetermination

Suggested Citation

Hayden, Grant M. and Bodie, Matthew T., Power, Primacy, and the Corporate Law Pivot (2022). 24 U. PA. J. Bus. L. 885 (2022), SMU Dedman School of Law Legal Studies Research Paper No. 547, Minnesota Legal Studies Research Paper No. 22-07, Available at SSRN: https://ssrn.com/abstract=4120702

Grant M. Hayden (Contact Author)

Southern Methodist University - Dedman School of Law ( email )

P.O. Box 750116
Dallas, TX 75275
United States

Matthew T. Bodie

University of Minnesota Law School ( email )

United States

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