scholarly journals A Team Production Theory of Canadian Corporate Law

2015 ◽  
pp. 299 ◽  
Author(s):  
Stephanie Ben-Ishai
Keyword(s):  
Power Relations ◽  
Voting Rights ◽  
Corporate Law ◽  
Stakeholder Group ◽  
Production Theory ◽  
Direct Control ◽  
Team Production ◽  
Shareholder Primacy ◽  
Share Ownership ◽  
Public Corporations

The article applies the Team Production Theorydeveloped by American corporate law scholars, Margaret Blair and Lynn Stout, to argue that Canadian corporate law's understanding of public corporations that are not controlled by a single shareholder or group of shareholders reflects a director primacy norm rather than a shareholder primacy norm. Canadian corporate law provides that directors of such public corporations with widely-held share ownership and voting rights are free from direct control by any corporate stakeholders. A potential departing point for Canadian corporate law. the oppression remedy, continues to develop to deal with extra-legal advantages rooted primarily in unequal power relations among corporate stakeholders.  However, in its current and predicted future applications, the oppression remedy does not provide any given stakeholder group with an ability to dominate the boards of public corporations and obviate the director primacy norm. The article suggests that because the director primacy norm accurately describes Canadian corporate law, further consideration needs to be given to corporate law's relative relevance in dictating how Canadian corporations currently operate.

scholarly journals A Team Production Theory of Corporate Law

2017 ◽  
pp. 169-250 ◽  
Author(s):  
Margaret M. Blair ◽  
Lynn A. Stout
Keyword(s):  
Corporate Law ◽  
Production Theory ◽  
Team Production

scholarly journals Walmart and Guns: A Case Study in Modern Corporate Governance

2021 ◽  
Vol 2020 (3) ◽  
Author(s):  
Clare Curran
Keyword(s):  
Corporate Governance ◽  
Production Theory ◽  
Team Production ◽  
Shareholder Primacy ◽  
Decisionmaking Process ◽  
Stakeholder Interests ◽  
Mass Shooting ◽  
Business Roundtable ◽  
And Control

In August 2019, the Business Roundtable issued a new Statement on the Purpose of a Corporation. The statement, signed by 181 CEOs, including Doug McMillon of Walmart, declared that corporations should seek to serve the interests of all stakeholders—a marked departure from the Roundtable’s prior embrace of shareholder primacy. This shift in position reinvigorated debate among business and legal scholars about the proper purpose of a corporation. Using Walmart as a case study, this Note argues that corporations are indeed adopting a more flexible and responsive conception of corporate purpose. This Note begins with a discussion of corporate governance theories, detailing four distinct visions of corporate purpose and control. It then examines Walmart’s decisionmaking process regarding ammunition and firearm sales in the wake of a tragic mass shooting at one of its stores. Finally, it concludes by reconciling Walmart’s conduct with the prevailing theories of corporate governance, ultimately finding team production theory— which calls for the balancing stakeholder interests—to be most applicable.

scholarly journals A Team Production Theory of Corporate Law

1999 ◽  
Vol 85 (2) ◽  
pp. 247 ◽  
Author(s):  
Margaret M. Blair ◽  
Lynn A. Stout
Keyword(s):  
Corporate Law ◽  
Production Theory ◽  
Team Production

Fiduciary Principles in Corporate Law

2019 ◽  
pp. 60-78
Author(s):  
Julian Velasco
Keyword(s):  
Voting Rights ◽  
Corporate Law ◽  
Fiduciary Duty ◽  
Duty Of Care ◽  
Profit Motive ◽  
Fiduciary Duties ◽  
Common Misconception ◽  
Strict Enforcement ◽  
Default Rules ◽  
Moral Requirements

This chapter examines fiduciary duty in corporate law. Fiduciary duty is pervasive as well as all encompassing in corporate law. One common misconception about fiduciary duty in corporate law is that it is merely aspirational. Fiduciary duties are not simply moral requirements, they are legal ones. They are not merely suggestions, they represent the demands of the law. Although corporate law has often compromised rather than insisting upon strict enforcement of fiduciary law principles, these compromises are due to practical considerations that are entirely consistent with the goals of fiduciary law. In corporate law, general fiduciary law principles are balanced with practical considerations concerning the profit motive in order to achieve the best overall result for the shareholders. Understanding this tension between ambition and practicality is key to understanding fiduciary duty in corporate law. This chapter first considers the triggers for fiduciary duty in corporate law before discussing the role that the duty of loyalty plays in corporate law. It then explores the duty of care in corporate law, along with other fiduciary duties such as good faith, takeover situations and contests for control, shareholder voting rights, and the duty to monitor and the duty to disclose. The chapter proceeds by analyzing mandatory and default rules regarding the extent to which fiduciary duties can be waived in corporate law and concludes with an overview of remedies for breach of fiduciary duty.

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