Competing Concepts of the Corporation (A.K.A. Criteria? Just Say No)

20 Pages Posted: 11 Jan 2005

See all articles by Stephen M. Bainbridge

Stephen M. Bainbridge

University of California, Los Angeles (UCLA) - School of Law

Date Written: January 10, 2005


This essay was written for a forthcoming festschrift in honor of my UCLA School of Law colleague, coauthor, and friend William A. Klein. The conference is organized around Bill's claim that corporate law scholarship would benefit if scholars were more explicit about the normative criteria that motivate their analyses and policy recommendations. In pursuit thereof, Bill's "criteria project" identifies four broad categories of "criteria for good corporate laws": (1) fairness; (2) efficiency; (3) legitimacy and accountability; and (4) administrability. Within each broad category, one then finds a number of specific criteria. Scholars are then asked to identify those criteria that inform their work.

In this essay, I argue that the criteria project lacks an overall conception of the corporation. I further argue that one's selection of evaluative criteria cannot be appraised in isolation from the concepts of the corporation informing that selection. Hence, I echo a call made two decades ago by Professor Roberta Romano for scholars to be more explicit in setting out their "normative theory of the corporation and its place in the polity."

Keywords: corporate law

JEL Classification: K22

Suggested Citation

Bainbridge, Stephen Mark, Competing Concepts of the Corporation (A.K.A. Criteria? Just Say No) (January 10, 2005). Available at SSRN: or

Stephen Mark Bainbridge (Contact Author)

University of California, Los Angeles (UCLA) - School of Law ( email )

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