Corporate Law as an Existential Project

This Essay proposes that corporate law in particular can be a potent resource for the formation of meaning in our minds and in our lives

The Social Relations of Consumption: Corporate Law and the Meaning of Consumer Culture

A mature assessment of the society we are making for ourselves, and the legacy we are leaving to the future, must come to terms with consumer culture. Theoretical discourse, as well as common experience, betray persistent ambiguity about what consumerism means to and says about us. In this Article, I argue that this ambiguity can in part be explained by examining the social relations of consumption in contemporary society. These involve, crucially, the relationship between producer and consumer that is dictated by corporate governance law, and embodied in the decision-making dynamics of the directors who command corporate operations. The enigmatic nature of consumer culture can be understood as resulting from a lack of integrity in the social relations between corporations and consumers. Having made this diagnosis, I argue that the character of our consumer culture can be improved by introducing greater sincerity into the social relations of consumption. These concerns contribute to a broader set of arguments for reforming corporate governance law to require corporate directors to attend to the interests of multiple stakeholders in corporate decision-making, and not just the interests of shareholders. Regardless of whether one embraces this prescription, the analysis developed here can enrich our understanding of what is at stake in debates about our corporate law

Consumer Lock-In and the Theory of the Firm

The advent of the modern corporation separated not only ownership from control but also production from consumption. The agency problem that arose between owners and managers of firms also emerged between producers and consumers. Just as corporations needed to lock-in capital to sustain large-scale operations, so too did they need to lock-in consumers to justify and reduce the risks of asset-specific investment. Large corporate operations succeeded because they solved both the capital and consumer lock-in challenges. This Article explores ways in which modern consumers, like shareholders, can find themselves in a very real sense locked into the corporations with which they associate. This aspect of consumption has gone unrecognized in corporate theory and normative accounts of desirable corporate governance frameworks. My analysis suggests that market forces and external regulatory relief are inadequate salves to the consumer predicament that I describe. I conclude that a departure from the shareholder wealth maximization norm and an embrace of a multi-stakeholder corporate governance regime may be necessary to overcome agency problems associated with consumer lock-in. Part II examines the role that “lock-in” plays in modern theories of the firm and in the historical development of corporate enterprise, including analysis of the agency problems associated with shareholder lock-in. Part III explores the relationship between the modern corporation and consumption, including an examination of the consumer’s place in prevailing views of desirable corporate governance norms. Part IV examines several different ways in which consumers of corporate goods and services can become “locked” into consumption relationships with particular firms in a manner that parallels the shareholder lock-in predicament. Part IV also explores the dearth of consumer lock-in solutions as compared to solutions that shareholders have available to solve their lock-in problems. Having begun to integrate consumer lock-in into a more comprehensive theory of the firm, Part V concludes that some corporate law solutions that have been developed to ameliorate shareholder lock-in problems might also be useful to aid locked-in consumers. While this would work a substantial change in corporate governance law, I argue that it would not cause an unduly disruptive change in corporate governance practice

The Social Relations of Consumption: Corporate Law and the Meaning of Consumer Culture

A mature assessment of the society we are making for ourselves, and the legacy we are leaving to the future, must come to terms with consumer culture. Theoretical discourse, as well as common experience, betray persistent ambiguity about what consumerism means to and says about us. In this Article, I argue that this ambiguity can in part be explained by examining the social relations of consumption in contemporary society. These involve, crucially, the relationship between producer and consumer that is dictated by corporate governance law, and embodied in the decision-making dynamics of the directors who command corporate operations. The enigmatic nature of consumer culture can be understood as resulting from a lack of integrity in the social relations between corporations and consumers. Having made this diagnosis, I argue that the character of our consumer culture can be improved by introducing greater sincerity into the social relations of consumption. These concerns contribute to a broader set of arguments for reforming corporate governance law to require corporate directors to attend to the interests of multiple stakeholders in corporate decision-making, and not just the interests of shareholders. Regardless of whether one embraces this prescription, the analysis developed here can enrich our understanding of what is at stake in debates about our corporate law

Consumer Interest in Corporate Law

This Article provides a comprehensive assessment of the consumer interest in dominant theories of the corporation and in the fundamental doctrines of corporate law. In so doing, the Article fills a void in contemporary corporate law scholarship, which has failed to give sustained attention to consumers in favor of exploring the interests of other corporate stakeholders, especially shareholders, creditors, and workers. Utilizing insights derived from the law and behavioralism movement, this Article examines, in particular, the limitations of the shareholder primacy norm at the heart of prevailing nexus of contracts and team production theories of the firm. The Article concludes that fundamental reforms in corporate governance may be needed in order to vindicate the consumer interest in corporate enterprise

The Social Relations of Consumption: Corporate Law and the Meaning of Consumer Culture

A mature assessment of the society we are making for ourselves, and the legacy we are leaving to the future, must come to terms with consumer culture. Theoretical discourse, as well as common experience, betray persistent ambiguity about what consumerism means to and says about us. In this Article, I argue that this ambiguity can in part be explained by examining the social relations of consumption in contemporary society. These involve, crucially, the relationship between producer and consumer that is dictated by corporate governance law, and embodied in the decision-making dynamics of the directors who command corporate operations. The enigmatic nature of consumer culture can be understood as resulting from a lack of integrity in the social relations between corporations and consumers. Having made this diagnosis, I argue that the character of our consumer culture can be improved by introducing greater sincerity into the social relations of consumption. These concerns contribute to a broader set of arguments for reforming corporate governance law to require corporate directors to attend to the interests of multiple stakeholders in corporate decision-making, and not just the interests of shareholders. Regardless of whether one embraces this prescription, the analysis developed here can enrich our understanding of what is at stake in debates about our corporate law

Broken Scales: Obesity and Justice in America

This Article is not so much about the scales we use to measure weight, but the scales we use to infer causation and assign responsibility-including the scales of justice. Ultimately, the problem we face is not obesity itself. Obesity is only a symptom of the problem. When scientists and public health experts point to various environmental agents-whether larger portion sizes, corn subsidies, video games, or urban sprawl-they, too, overlook the deeper source of our troubles. Our real problem is that we have an extremely difficult time seeing and understanding the role of unseen features in our environment and within us and too readily attribute responsibility and causation to the more obvious personal choices of the obese