It's Time for a Good Hard Look in the Mirror: The Corporate Law Example

Authors

John A. Barrett, Jr.

Keywords

Corporate, Law, Industry, Information, Common Law, Contract, Intellectual Property

Abstract

This Article asserts that the move from the industrial age to the

information age represents a fundamental change to our society on

such a widespread basis that the legal order must reexamine the

premises about how our society functions, assessing whether

foundational elements of U.S. Common Law remain valid. This

Article first confronts briefly the continuing acceptance of certain

foundational premises in contract and intellectual property law,

illustrating that such premises are no longer supported by the

realities of modern society. With fundamental change challenging

multiple areas of law in the information age, this problem is worthy

of widespread inquiry by legal scholars in various fields. This

Article then turns to a detailed analysis of the premises supporting

shareholder primacy in corporate law, demonstrating that the historic

justifications for allocations of ownership, control and duties no

longer support these premises. Based on the relative needs of today’s

businesses vis-à-vis the contributions of various other constituencies,

this Article asserts that employees should also have certain duties

owed to them. This Article concludes with a novel model for

creating such a stake in the form of a springing right to profit

sharing.

Recommended Citation

John A. Barrett, Jr., It's Time for a Good Hard Look in the Mirror: The Corporate Law Example, 17 Fordham J. Corp. & Fin. L. 943 (2012).
Available at: https://ir.lawnet.fordham.edu/jcfl/vol17/iss4/2