The Responsibility of a Corporation: An Attempt at Implementation

The case of Medical Committee for Human Rights v. SEC raised some interesting questions. Why did the directors of the corporation act as they did? How should society judge these actions? Resolution of these issues involves consideration of psychological and legal doctrines, as well as an assessment of the social and individual meaning of the professional roles of psychoanalyst and lawyer. While these questions are relevant to any discussion of corporate social responsibility, this article does not claim to provide definitive answers; it is merely an attempt to demonstrate that the various strands of thought, doctrine and argument examined herein provide insights into the specific questions raised by the Medical Committee litigation. If the board of directors of the corporation cannot be psychoanalyzed to determine why they acted as they did, an attempt can at least be made to determine the relevance of Freudian thought to formulation of a system for evaluating those actions. Similarly, the thought of Herbert Marcuse—who is widely regarded as having provided the philosophical basis for much of the contemporary protest against industralized society—will be examined insofar as it is relevant to a resolution of the questions discussed herein. Finally, the author will attempt to delineate what is meant by denominating corporate social responsibility as a legal question

Perlman v. Feldmann: A Case Study in Contemporary Corporate Legal History

The author gives the following introduction to this article: “When I was a law student, taking a course in introductory corporate law, what was heard around the halls was that most of corporate law would be learned if one understood Perlman v. Feldmann. I agree with that statement, and I have agreed more strongly each year I myself have taught introductory corporate law. Indeed, I now believe one would also learn a good deal about the significance of-the corporation in American life during the past two decades. Unfortunately, however, it seems to me-on the basis of having read everything of which I was aware concerning one of the most widely discussed cases of recent times-that very few lawyers understand the meaning of that decision.

The Form and Substance of a Merger: A Reading of Farris v. Glen Alden Corp.

The style of the following article, while not unusual for the author, is likely to be quite unfamiliar to the reader. The article offers a multifaceted analysis of the subject under consideration and employs a method whereby the reader is continually exposed to slightly varied factual patterns which give insight into the reasoning of the decisionmaking bodies. The technique, in effect, forces the reader toward the conclusion while offering little in the way of customary concrete guidelines. Thus, the article\u27s unorthodox approach and complexity require considerable effort from the reader. Accordingly, this brief preface and several editors\u27 notes have been provided to assist the reader. Successful judicial opinions serve at least two functions: they resolve a particular controversy before the court and, at the same time, contribute to the continuing development of a viable legal doctrine. In a few instances, moreover, an opinion may provide an impetus for academic comment upon the merits of the decision and the doctrine it represents. The decision of the Supreme Court of Pennsylvania in Farris v. Glen Alden Corp. is such an opinion. In this article, Professor Deutsch offers a functional basis for the de facto merger doctrine espoused by the Farris court, indicates how academicians have distorted that decision, and demonstrates the significance of the de facto merger doctrine for various professionals