Corporate Law and the Theory of the Firm : Reconstructing Corporations, Shareholders, Directors, Owners, and Investors book cover
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Corporate Law and the Theory of the Firm
Reconstructing Corporations, Shareholders, Directors, Owners, and Investors




ISBN 9780367895532
Published May 4, 2020 by Routledge
214 Pages

 
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Book Description

Dozens of judicial opinions have held that shareholders own corporations, that directors are agents of shareholders, and even that directors are trustees of shareholders’ property. Yet, until now, it has never been proven. These doctrines rest on unsubstantiated assumptions.

In this book the author performs a rigorous, systematic analysis of common law, contract law, property law, agency law, partnership law, trust law, and corporate statutory law using judicial rulings that prove shareholders do not own corporations, that there is no separation of ownership and control, directors are not agents of shareholders, and shareholders are not investors in corporations. Furthermore, the author proves the theory of the firm, which is founded on the separation of ownership and control and directors as agents of shareholders, promotes an agenda that wilfully ignores fundamental property law and agency law. However, since shareholders do not own the corporation, and directors are not agents of shareholders, the theory of the firm collapses.

The book corrects decades of confusion and misguided research in corporate law and the economic theory of the firm and will allow readers to understand how property law, agency law, and economics contradict each other when applied to corporate law. It will appeal to researchers and upper-level and graduate students in economics, finance, accounting, law, and sociology, as well as attorneys and accountants.

Table of Contents

Acknowledgments

Other Publications by this Author

Prologue

Chapter 0 The Ground Floor: Jurisdiction, Common Law, and Contract Law

Introduction

Jurisdiction

Common Law

Contract Law

Chapter Summary

Bibliography

Endnotes

Part I Foundations: Property Law, Agency Law, Trust Laws, and Partnership Law

Chapter 1 Property and Property Law

Introduction

Types of Private Property

Ways of Owning Private Property

The Law of Private Property

Chapter Summary

Bibliography

Endnotes

Chapter 2 Agency and Agency Law

Introduction

Definition of a Principal-Agent Relationship

Creation, Duration, and Termination of Principal-Agent Relationship

Rights, Duties, and Liabilities of Principals and Agents

Fiduciary Duty

Chapter Summary

Bibliography

Endnotes

Chapter 3 Trusts and Trust Law

Introduction

Trusts and Trust Law

Definition, Creation and Termination of Trusts

Rights, Duties, and Liabilities of Trustors, Trustees, and Beneficiaries

Chapter Summary

Bibliography

Endnotes

Chapter 4 Partnerships and Partnership Law

Introduction

Creation, Duration, and Termination of a Partnership

Partnership Existence, Governance and Operations

Partnerships and Agency Law

Partnership Rights, Duties, and Liabilities

Partners’ Rights, Duties, and Liabilities

Partners and Partnership Property

Partnerships and Partnership Property

Chapter Summary

Bibliography

Endnotes

Part II Corporations, Corporate Law, and the Contradictions of Corporate Law

Chapter 5 Corporations and Corporate Law

Introduction

The State of Corporate Law and Legal Scholarship

Concerning Corporate Ownership, Agency, and Directors’ Duties

Creation and Termination of a Corporation

Corporate Existence, Governance, and Operations

Corporations and Agency and Trust Law

Corporation Rights and Duties

Directors’ Rights and Duties

Corporations and Corporate Property

Shareholders’ Rights and Duties

Corporate Law and Control of Corporations

Chapter Summary

Bibliography

Endnotes

Chapter 6 The Contradictions of Corporate Law

Introduction

The Contradictions of Property Law and Corporate Law

The Contradictions of Agency Law and Corporate Law

The Contradictions of Trust Law and Corporate Law

The Contradictions of Corporate Law

Chapter Summary

Bibliography

Endnotes

Part III Sociology, Culture, and Corporations

Chapter 7 The Social Construction of the Social Reality of Shareholders, Directors, Owners of

shares, and Investors in Shares

Introduction

The Social Construction of Social Reality

The Social Construction of Shareholders, Directors, Owners of Shares,

and Investors in Shares

Chapter Summary

Bibliography

Endnotes

Chapter 8 Power and the Cultural Reproduction of Shareholders, Directors, Owners of Shares,

and Investors in Shares

Introduction

Culture and Power

Cultural Reproduction

Chapter Summary

Bibliography

Endnotes

Chapter 9 Reconstructing Corporations, Shareholders, Directors, Owners of Shares, and

Investors in Shares

Introduction

Reconstructing Corporations

Reconstructing Shareholders

Reconstructing Directors

Reconstructing Owners of Shares

Reconstructing Investors in Shares

Chapter Summary

Bibliography

Endnotes

Part IV Corporatehood, The Corporation as a Legal Person, and The Theory of the Firm

Chapter 10 The Corporation as a Legal Person

Introduction

History and Origin of the Corporation as a Legal Person

Corporatehood and the Corporation as a Legal Person in the United States

Relevance of the Corporation as a Legal Person to the Theory of the Firm

Chapter Summary

Bibliography

Endnotes

Chapter 11 The Theory of the Firm

Introduction 16 italics

The Nature of the Firm

The Theory of the Firm

Chapter Summary

Bibliography

Endnotes

Epilogue

Index

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Author(s)

Biography

Wm. Dennis Huber received a DBA in international business, accounting, finance, and economics from the University of Sarasota, Florida; a JD, an MBA in accounting and finance, an MA in Economics, and an MS in public policy from the State University of New York at Buffalo. He also has an LL.M. in homeland and national security lLaw from the Western Michigan University Thomas M. Cooley School of Law. He is a certified public accountant and admitted to the New York Bar. He has taught at universities in the U.S., Canada, Mexico, and the Middle East.

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Reviews

"During the last decades, many areas of the law have been tainted by simplistic economic analyses.  Nowhere is this truer than in corporate law, where property rights and agency relationship have been identified when they are absent.  Shareholders do not own corporations; they own shares.  And Directors and officers are not the shareholders’ agents; they are the agents of the corporation.  Dennis Huber has written a serious book evidencing these contradictions and the need to bring back corporate law’s lost logic.  It is a must for business lawyers and for economists willing to address the complexity of the legal structure of the firm." — Jean-Philippe Robé, SciencesPo Law School

"Huber's book is one of the most interesting discussions of the relations between law and the economics of the firm to appear in decades. It asserts, in some key respects, the primacy of the law and argues that most of the economics of the firm literature pays too little attention to the law. I don't agree with everything in it, but the book is surely an impressive undertaking that should be of significant inspiration to economists and other social scientists." — Nicolai J. Foss, Copenhagen Business School.