Research Catalog

The corporation and the Constitution

Title: The corporation and the Constitution / Henry N. Butler and Larry E. Ribstein.
Author: Butler, Henry N.
Publication: Washington, D.C. : AEI Press, 1995.

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Status	Format	Access	Call Number	Item Location
Request for On-site Use Request Scan How do I pick up this item and when will it be ready?	Text	Request in advance	KF1418 .B88 1995	Off-site

Additional Authors

Ribstein, Larry E.

Description

xii, 217 pages; 24 cm

Summary

Much of America's business is conducted through corporations, and corporate wealth is duly subject to governmental regulation. It follows that constitutional protection of corporations' business activities and ability to participate in political debate is crucial to American productivity. A problem arises, however, because the courts typically place a low value on the business activities of corporations.
The authors seek to correct traditional misconceptions about the corporate form of enterprise. Legal and constitutional treatment of the corporation, they argue, is out of touch with economic and business reality. They articulate a contractual theory of the corporation that is based on the modern economics of the firm and then pragmatically apply this theory to the interpretation of constitutional doctrine.
The Corporation and the Constitution is a significant contribution to modern constitutional and corporate scholarship. It offers a coherent theory of applying the Constitution to the corporation, and it forces scholars to appreciate the developments that have taken place totally outside the realm of traditional scholarly discourse on the Constitution.
This shows that in formulating constitutional rules it is at least as important to understand the real-world context of particular problems to which the Constitution is applied as it is to develop a global framework of constitutional analysis.

Subjects

Bibliography (note)

Contents

1. Nature of the Corporation - Freedom of Contract Versus Government Regulation. The Contractual Theory of the Corporation. Freedom of Contract, Corporate Law, and the Contractual Theory. The Regulatory Theory of the Corporation -- 2. Constitutional Protection of the Corporate Contract. The Contract Clause. Application to the Corporate Contract. Statutory Changes in the Corporate Contract -- 3. Corporate Campaign Activities. Corporate Political Activity and the Court. Shareholder Protection and Agency Costs. The State-Creation Argument. Controlling Corporate Political Power. Reducing Rent-seeking Costs -- 4. Corporate Governance Speech and the First Amendment. Speech and Corporate Governance. A Theoretical Analysis of the Commercial Speech Doctrine. Proxy Statements as Political Speech. Constitutionality of Other Regulation of Corporate Governance Speech -- 5. Choosing Law by Contract. Conflict of Laws and the Corporation. Efficiency of Enforcing Choice-of-Law Terms.
A Political Theory of Contractual Choice of Law. Constitutional Protection of Contractual Choice of Law -- 6. Conclusion.

ISBN

LCCN

94026919

OCLC

Owning Institutions

Columbia University Libraries