Routledge Corporate Law and the Theory of the Firm: Reconstructing Corporations, Shareholders, Directors, Owners, and Investors (The Economics of Legal Relationships)

Dozens of judicial opinions have held that shareholders own corporations, that directors are agents of shareholders, and even that directors are trustees of shareholders’ property. Yet, until now, it has never been proven. These doctrines rest on unsubstantiated assumptions. In this book the author performs a rigorous, systematic analysis of common law, contract law, property law, agency law, partnership law, trust law, and corporate statutory law using judicial rulings that prove shareholders do not own corporations, that there is no separation of ownership and control, directors are not agents of shareholders, and shareholders are not investors in corporations. Furthermore, the author proves the theory of the firm, which is founded on the separation of ownership and control and directors as agents of shareholders, promotes an agenda that wilfully ignores fundamental property law and agency law. However, since shareholders do not own the corporation, and directors are not agents of shareholders, the theory of the firm collapses. The book corrects decades of confusion and misguided research in corporate law and the economic theory of the firm and will allow readers to understand how property law, agency law, and economics contradict each other when applied to corporate law. It will appeal to researchers and upper-level and graduate students in economics, finance, accounting, law, and sociology, as well as attorneys and accountants. Review "During the last decades, many areas of the law have been tainted by simplistic economic analyses. Nowhere is this truer than in corporate law, where property rights and agency relationship have been identified when they are absent. Shareholders do not own corporations; they own shares. And Directors and officers are not the shareholders’ agents; they are the agents of the corporation. Dennis Huber has written a serious book evidencing these contradictions and the need to bring back corporate law’s lost logic. It is a must for business lawyers and for economists willing to address the complexity of the legal structure of the firm." ― Jean-Philippe Robé, SciencesPo Law School "Huber's book is one of the most interesting discussions of the relations between law and the economics of the firm to appear in decades. It asserts, in some key respects, the primacy of the law and argues that most of the economics of the firm literature pays too little attention to the law. I don't agree with everything in it, but the book is surely an impressive undertaking that should be of significant inspiration to economists and other social scientists." ― Nicolai J. Foss, Copenhagen Business School. About the Author Wm. Dennis Huber received a DBA in international business, accounting, finance, and economics from the University of Sarasota, Florida; a JD, an MBA in accounting and finance, an MA in Economics, and an MS in public policy from the State University of New York at Buffalo. He also has an LL.M. in homeland and national security lLaw from the Western Michigan University Thomas M. Cooley School of Law. He is a certified public accountant and admitted to the New York Bar. He has taught at universities in the U.S., Canada, Mexico, and the Middle East.