Power, Primacy, and the Corporate Law Pivot

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