Global law Workshop - Leonard Rotman
University of Windsor Faculty of Law, CANADA
The End of History of Corporate Law or History Repeating? A Comparative Analysis
Monday, March 16, 2009
4:30 - 6:00 pm • Room 4042
To RSVP or to get a copy of the paper, contact Neylân Gürel
In their article “The End of History for Corporate Law,” Henry Hansmann and Reinier Kraakman proclaimed the triumph of the shareholder wealth maximization school over competing communitarian or “progressive” theories of the corporation. The triumph of the shareholder primacy model was, they contended, part of a worldwide convergence toward a unitary vision of corporate purpose premised upon a shareholder-centered ideology. According to Hansmann and Kraakman, the failure of communitarian notions of corporate governance to sustain a serious threat to the shareholder primary model effectively ended the struggle for dominance between the competing theories that may be traced back to the famous Berle-Dodd debate of the 1930s.
This article challenges Hansmann and Kraakman’s claim of the “end of history” on both domestic U.S. and Canadian corporate law grounds. Recent judgments from Canada support the inferences that may be logically drawn from Canadian corporate law statutes that shareholder primacy theory has little support in Canadian corporate law “north of 60 degrees.” Further, through an examination of high profile American case law, it is argued that this state of affairs in Canada is not as different from American corporate law as Hansmann and Kraakman’s claim of the end of history suggests.