The Dangers of Denial: The Need for a Clear-Eyed Understanding of the Power and Accountability Structure Established by the Delaware General Corporation Law

Citation: Leo E. Strine (2015) The Dangers of Denial: The Need for a Clear-Eyed Understanding of the Power and Accountability Structure Established by the Delaware General Corporation Law. Wake Forest Law Review (RSS)
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Download: https://ssrn.com/abstract=2576389
Tagged: benefit corporation (RSS), delaware (RSS)

Summary

Chief Justice of the Delaware Supreme Court argues that "under Delaware corporation law, no constituency other than stockholders is given any power."

Conclusion:

If we believe that other constituencies should be given more protection within corporation law itself, then statutes should be adopted giving them enforceable rights that they can wield. The benefit corporation is a modest, but genuine, example of that kind of step forward. Even more, if interests such as the environment, workers, and consumers are to be protected, then what is required is a revival of effective externality regulation that gives these interests more effective and timely protection. Critically, this externality regulation must be undertaken on a more global scale to match the regulatory structure to the scope of corporate conduct’s impact in a globalizing economy.