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date: 18 September 2019

Abstract and Keywords

This article has two essential objectives. The first is to provide a survey of corporate law's key theoretical themes. The second is to offer an assessment of the manner in which the literature has evolved over time. A key purpose of the enquiry is to identify potential future trajectories for corporate law scholarship. The bulk of the article is devoted to a chronological overview of the major themes dealt with in the theoretical literature on corporate law. It starts with a brief description of debates concerning corporate personality that captured a great deal of attention in the early decades of the twentieth century. Next, it summarizes the analysis influenced by a ‘separation of ownership and control’ thesis set down by Berle and Means. This is followed by an overview of the economically oriented ‘contractarian’ model of the company that has dominated theoretical analysis of corporate law from the 1980s onwards. Critiques of this approach and interdisciplinary work that takes economic analysis as a point of departure are outlined. The discussion here focuses primarily on US material since most of the theoretical contributions concerning corporate law have come from America. Nevertheless, an overview of input from academics in the UK, Canada, and Australia is also provided. Once the chronological overview is complete, the focus shifts to four potential trajectories for corporate law scholarship.

Keywords: corporate law, legal scholarship, corporate personality, contractarian model, company, separation of ownership and control

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