Cornell Law Review

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Cornell Law Review, Issue 4

Cornell Law Review is proud to announce Vol. 105, Issue 4, with Articles and Essays exploring Tort as Private Administration; Justice Scalia’s Campaign Against Legislative History; Corporate Privacy; Product Liability Law; and Student Notes that explore the Racial Gap in Financial Services and a Crime-Fraud Exception to Executive Privilege. Thank you to our amazing authors for their outstanding collaboration and patience with us during the COVID-19 pandemic.

Aug 2020

The Illusory Promise of Stakeholder Governance

By Lucien Bebchuk and Roberto Tallarita

Abstract Corporate purpose is now the focus of a fundamental and heated debate, with rapidly growing support for the proposition that corporations should move from shareholder value maximization to “stakeholder governance” and “stakeholder capitalism.” This Article critically examines the increasingly influential “stakeholderism” view, according to which corporate leaders should give weight not only to the…

Jul 2020

Article

Corporate Law and the Myth of Efficient Market Control

 William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School

Simone M. Sepe, Professor of Law and Finance, James E. Rogers College of Law, University of Arizona; Université Toulouse 1 Capitole; and Toulouse School of Economics

In recent times, there has been an unprecedented shift in power from managers to shareholders, a shift that realizes the long-held theoretical aspiration of market control of the corporation. This Article subjects the market control paradigm to comprehensive economic examination and finds it wanting.  The market control paradigm relies on a narrow economic model that…

Mar 2020