An anatomy of corporate legal theory

Abstract

This chapter collects and categorizes the principal theoretical debates respecting corporate law in the United States. What emerges is not a synthetic whole but a dialectic framework. Corporate law's theoretical debates do not resolve; their arguments and conclusions are determined by metapolitical preferences and unverified notions about aligning productivity incentives. But despite the debates, the acknowledged premise that corporations exist to create wealth by producing goods and services at a profit directs all theories of corporate law to two objectives. First, corporate law encourages long-term investment and risk-taking by facilitating a delegation of decision-making authority from the providers of capital to the expert managers who deploy it. Second, corporate law facilitates investment in producing assets at the lowest possible cost of capital, securing the presence of liquid trading markets in corporate securities.

Citation

Bratton, W.W. (2009), "An anatomy of corporate legal theory", Gold, D.L. (Ed.) Law & Economics: Toward Social Justice (Research in Law and Economics, Vol. 24), Emerald Group Publishing Limited, Leeds, pp. 21-41. https://doi.org/10.1108/S0193-5895(2009)0000024006