Monday, February 2, 2009
Wells on The Modernization of Corporation Law
The Modernization of Corporation Law, 1920-1940 is a new article by Harwell Wells, Temple University Beasley School of Law. It is forthcoming in the University of Pennsylvania Journal of Business Law (2009). Here's the abstract: This Article provides a new perspective on the role state competition plays in the evolution of corporation law. It does so by examining an overlooked historical episode: the move by many states' to adopt self-consciously "modern" corporation laws in the 1920s and 1930s. Traditional accounts of the evolution of corporation law focus overwhelmingly on the importance of state competition for corporation charters. While the desire to compete with Delaware and other "chartermongering" states for incorporations was an important factor in the adoption of the laws considered here, it was not the only one; equally important was the drafters' desire to respond to larger social and economic changes by providing laws more shareholder-protective than were Delaware's. The fine-grained examination undertaken here thus suggests that the development of corporation law is best understood not as a process powered solely by corporate law federalism and resulting state competition but instead as one in which multiple influences-economic, political, and social-have combined to produce the law.