Alan Wolfe's thoughtful paper resonates with what I think we should call the Washington and Lee School of corporate jurisprudence.' It elaborates on that School's brilliant intellectual history of legal theorizing about the corporation and on its powerful critique of conservative arguments against managerial responsiveness to nonshareholder interests.
It also shares, I fear, a tendency to overestimate the practical stakes of abstract concepts of the corporation and fiduciary duties. This tendency takes three forms: first, a historical picture that portrays recent developments as a promising departure rather than business-as-usual; second, an assumption that certain abstract conceptions of the corporation (for example, public or private) differ dramatically in their relative hospitality or hostility to nonshareholder interests; and third, optimism that fiduciary norms are an important avenue through which to undertake corporate reform. I want to express reservations about each of these points.
Business Organizations Law | Law
William H. Simon,
What Difference Does it Make Whether Corporate Managers Have Public Responsibilities?,
Wash. & Lee L. Rev.
Available at: https://scholarship.law.columbia.edu/faculty_scholarship/3861