Has Corporate Law Failed? Addressing Proposals for Reform

Part I of this Review discusses the modem “nexus of contracts” approach to corporations and highlights how Greenfield’s views differ. Part II examines corporate goals and purposes, suggesting that Greenfield overstates the impact of the shareholder-primacy norm and does not offer a preferable alternative. Part III critiques the means to the ends–Greenfield’s proposals for changing the mechanics of corporate governance. Although several of his proposals are intriguing, they seem unlikely to achieve their pro-social aims. This Review remains skeptical, in part because-even given its problems-the U.S. “director-centric governance structure has created the most successful economy the world has ever seen.” Overall, regardless of whether one is persuaded by all of his claims, Greenfield has made a valuable contribution to the field. Both lay readers and corporate law scholars of all types will find this an absorbing and thought-provoking book.