Miscellaneous Short Items
Some quick hits
From the Department of Self-Promotion
I ran across an old post from David Lat, in which he recommended my book:
The Profit Motive: Defending Shareholder Value Maximization, by Stephen M. Bainbridge. If you’re a longtime follower of the legal blogosphere, as many of my readers are, then you’re surely familiar with the wise and witty work of Professor Stephen Bainbridge of UCLA, who has been blogging for even longer than I have (since June 2003). In the latest of his many books, the prolific professor mounts a vigorous defense of shareholder capitalism and maximizing shareholder value, an important contribution to a timely and crucial debate.
Casebook News
Adopters of my casebook Business Associations (12th edition) may be interested in downloading the updated PowerPoint decks and sample syllabi from the casebook website.
The 2026 edition of my Business Associations: Agency, Partnerships, LLCs, and Corporations—Statutes and Rules is now available for adoption.
It’s also available from Amazon.
The Teacher's Manual to Advanced Corporation Law: A Practical Approach to Corporate Governance, 2nd Edition is now available for adopting faculty to download.
As are updated PowerPoint decks.
In the Mail
My copy of Marc Moore and Martin Petrin’s Corporate Governance: Law, Regulation, and Theory (second edition) arrived this week. The book focuses on UK company law but the discussion of corporate governance principles and the various theoretical approaches to corporate law draw heavily on the US academic legal literature. It thus should have broader appeal than just a UK audience. Indeed, I am enjoying dipping into various portions of the book and looking forward to giving it a thorough cover to cover reading.
I’ve been focusing so far on the parts of this edition that are new or substantially revised. Among other things, there is a very good discussion of how AI may affect board decision making. There are also several sections where they’ve provided expanded comparative analysis drawing on US and Canadian corporate law.
Moore and Petrin are not only experts in the law and economics of corporations, but also possess a felicitous writing style with a high degree of clarity. I recommend it highly.
Which is not to say I agree with everything in it. To the contrary, the interested reader would do well to contrast their treatment of the corporation’s social purpose and role with the one I set out in The Profit Motive.
Salvos from Delaware
Regular readers know how highly I regard Lauren Pringle and The Chancery Daily. I just learned that TCD also offers “free, mission-critical Chancery Salvos when landmark cases or other time-sensitive updates so warrant from around the Delaware Courts.” I immediately signed up. You can do likewise at this link.
Lipton Tees Up Musk
Ann Lipton on the Delaware Supreme Court’s decision reinstating Elon Musk’s 2018 compensation package:
Which is to say, in the grand tradition of Paramount v. Time, widely viewed as a response to Martin Lipton’s Interco memo, the opinion reeks of political expediency (an impression buttressed by the fact that it was issued per curiam – no individual judge wanted to be associated). The Court took a hot potato and found a way to toss it without saying anything at all.
But one difference between Tornetta and the Paramount v. Time decision is that in Paramount, the Court found a way to protect the interests of corporate stakeholders from a rapacious form of shareholder wealth maximization. In Tornetta it … did the other thing.
I agree completely with the first paragraph and disagree even more completely with the second.1 But go read the whole thing anyway.
Generalist Park
My friend, colleague, and coauthor Jim Park recently published a CLS Blue Sky Blog post Generalist Courts and Controlling Shareholders, which explains that most scholars think states need specialized business courts. In contrast, Park asserts that:
I look outside of Delaware and argue that generalist courts can serve as a sufficient protector of minority shareholders and have some unappreciated advantages over specialized courts. …
This post is based on his recent article, “Generalist Courts and Controlling Shareholders,” available here.
This is your periodic reminder that faculty and students who have an .edu email address can get a 20% discount rate:
See Stephen M. Bainbridge, In Defense of the Shareholder Wealth Maximization Norm: A Reply to Professor Green, 50 Wash. & Lee L. Rev. 1423, 1425 n.4 (1993) (“While Johnson and Millon’s argument is creative and provocative, in my view Time has very little to do with concern for nonshareholder constituencies.”).