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progressive corporate law, theory of the firm, employee participation


A wave of progressive corporate law scholarship in the late 1980s and early 1990s reimagined corporate law from the perspective of employees, consumers, and other stakeholders left behind by shareholder primacy. Almost thirty years later, it is time to revisit this literature and consider what progressive corporate law should be in the 21st Century. This essay argues for three changes: (1) a move to the theory of the firm as the underlying economic literature; (2) a focus on employees, rather than stakeholders more generally, and (3) an effort to change statutory and structural aspects of corporate law, such as board representation, rather than Delaware chancery opinions.

This essay was presented as part of the 2016 Lara D. Gass Annual Symposium on Corporate Law, Governance, and Purpose: A Tribute to the Scholarship of Lyman Johnson and David Millon.