Almost 45 years ago, in an elegantly depressive account of the then current state of corporate law scholarship, Bayless Manning announced the death of corporation law "as a field of intellectual effort." Manning left us with an affecting image of a once grand field long past its prime, rigid with formalism and empty of content:
When American law ceased to take the "corporation" seriously, the entire body of law that had been built upon that intellectual construct slowly perforated and rotted away. We have nothing left but our great empty corporate statutes towering skyscrapers of rusted girders, internally welded together and containing nothing but wind.
And so matters stood for awhile, certainly for the period that we were in law school. Aside from the development of the law of insider trading, hardly at the core of corporate law, the field, in truth, was worse than Manning described it. Rather than the remnants of a once great effort, it was simply boring.
Business Organizations Law | Law | Law and Economics | Law and Society
Ronald J. Gilson & Reinier Kraakman,
Clark's Treatise on Corporate Law: Filling Manning's Empty Towers,
J. Corp. L.
Available at: https://scholarship.law.columbia.edu/faculty_scholarship/2894