ProfessorBainbridge.com

The Dystopian Reasons for Separating Corporate Law and Social Welfare

I am a great admirer of Bill Bratton's work in corporate law, which is always learned, informed, and provocative. His latest essay, The Separation of Corporate Law and Social Welfare, available at SSRN: https://ssrn.com/abstract=2927150,...

William Galston could not be more wrong; he could try but he would not be successful

In today's WSJ, William Galston once again argues that shareholder wealth maximization is (a) not the law and (b) bad social policy. He has made this argument before and he was wrong then and he's still wrong: [American businessmen] a...

Shareholder Primacy is not a synonym for Shareholder Wealth Maximization

Joan Heminway makes the point, kindly linking some of my work: A number of scholars [at a recent conference] referenced, in their presentations or in comments to the presentations of others, "shareholder primacy." As I listened, it w...

The Case Against Blair & Stout's Team Production Model

The Seattle University Law Review recently published a symposium devoted to a 15 year retrospective on Margaret Blair and Lynn Stout’s article A Team Production Theory of Corporate Law. Deservedly so. It was a provocative article that ad...

Director versus Shareholder Primacy in New Zealand Company Law as Compared to U.S.A. Corporate Law

The PowerPoint deck posted here was used in a lecture I gave last night at The University of Auckland. The talk was based on my paper, Director versus Shareholder Primacy in New Zealand Company Law as Compared to U.S.A. Corporate Law, wh...

Critiquing Naked Capitalism's Critique of the Shareholder Wealth Maximization Norm

There's a post on naked capitalism by Yves Smith entitled How Milton Friedman Fomented the Barmy “Corporations Exist to Maximize Shareholder Value” Myth making the rounds, which I find wholly unpersuasive. Let's parse (quotes from Smith ...

CSR bleeding hearts hoist by own petard by Chick-Fil-A

I am a bit late mentioning this, but last week an Economist blogger used the Chick-Fil-A controversy to offer some vital critiques of corporate social responsibility: Though several local "kiss-ins" were granted cursory coverage, for ...

The B Corp as Paradigm Shifter

In my last post I discussed the traditional corporate paradigm, which focuses on shareholder wealth maximization. Even with my caveats, I received some push-back. I encourage you to read the thoughtful comments (many arguing against the ...

Why Gingrich is wrong about Bain Capital, corporate takeovers, and private equity

TPM reports: Mitt Romney’s career at Bain Capital buying up and restructuring companies — sometimes with major job cuts along the way — has been a glaring vulnerability since his earliest political runs. But it’s rarely come up in his...