At the risk of understatement, I have run up big debts in numerous quarters to
bring this work to fruition. I hope that in time I can repay those debts. In the
meantime, my deepest gratitude will have to suffice.
This book is the product of a long-term project that directly builds upon a
series of articles written over the last few years, notably:
The Enduring Ambivalence of Corporate Law, 59 Ala. L. Rev. 1385 (2008),
where I developed the argument that U.S. corporate law remains fundamentally
ambivalent regarding the role of shareholders in corporate governance
and the consistency of their interests and incentives with the public good;
Managing Corporate Federalism: The Least-Bad Approach to the Shareholder
Bylaw Debate, 36 Del. J. Corp. L. 1 (2011), where I applied this
argument to the debate regarding the scope of the shareholders’ authority
to enact, amend, and repeal corporate bylaws;
Power and Purpose in the “Anglo-American” Corporation, 50 Va. J. Int’l L.
579 (2010), where I developed the U.K.–U.S. comparative argument linking
their differing degrees of shareholder-centrism to differences in the degrees
of extra-corporate social welfare protection available to employees in each
country; and
Corporate Governance Reform in a Time of Crisis, 36 J. Corp. L. 309 (2011),
where I applied this comparative argument to the debate regarding U.K.
and U.S. corporate governance reforms in the wake of the global financial
and economic crisis that arose in 2007.