The Failure of Corporate Law - Fundamental Flaws and Progressive Possibilities

Acknowledgments ix Introduction 1 PART ONE Fundamental Flaws 7 1 September it and Corporate Law 9 2 Corporate Law as Public Law 29 3 Workers, Shareholders, and the Purpose of Corporations 41 4 Corporations and the Duty to Obey the Law 73 5 Democracy and the Dominance of Delaware 107 PART TWO Progressive Possibilities 123 6 New Principles, New Policies 125 7 Corporate Governance as a Public Policy Tool 153 8 Workers and Corporate Fraud 187 9 Irrationality and the Business Judgment Rule 217 Postscript: Getting Real about New Possibilities 241 Notes 245 Index 277