About | HeinOnline Law Journal Library | HeinOnline Law Journal Library | HeinOnline
LOG IN
LOG IN

14 Cardozo L. Rev. 261 (1992 - 1993)
Our Schizophrenic Conception of the Business Corporation

handle is hein.journals/cdozo14 and id is 279 raw text is: OUR SCHIZOPHRENIC CONCEPTION OF THE BUSINESS CORPORATION* William T Allen** INTRODUCTION When I was invited to visit with the students and faculty of Car- dozo School of Law, I hesitated, for I am no scholar. I admire schol- ars; I respect the effort and the talent that allows them to climb the high hills from which they see further than those of us who, in the struggle with more specific and immediate problems, sometimes are able to make out only the ground beneath our feet. But, while I am no scholar, and do my work not on a hilltop but on the shop floor of the corporation law foundry, amid the bang, gur- gle and whirl of temporary restraining orders, expedited trials, and all the commotion of a busy trial court, I do still, in my work, search for the general in the particular. This I take to be an impulse that I share with scholars, and is indeed the source of my admiration for their work. This admiration for scholarship in the end overcame my diffi- dence. I still feel required to put you on notice: I come gladly, but not as Prometheus, who brought the light. I come rather more like a frog that consents to jump onto the biologist's table.' * © Chancellor William T. Allen. This Article is based upon a lecture given on April 13, 1992 under the auspices of The Heyman Center on Corporate Governance at Benjamin N. Cardozo School of Law. That lecture was the third, and final, variation of a talk first delivered in 1989 at Lehigh University as the Rocco Tressolini Lecture and later modified as the 1991 Ronald Rutenberg Lecture at the University of Pennsylvania Institute of Law and Economics. I would like to thank each of those institutions for the opportunity to participate in their academic programs. Professors James Cox and Lyman Johnson were kind to share some perceptive comments on an earlier edition of this talk. While such a modest effort as this does not really warrant extensive acknowledgments I should add that I have benefitted from discussions over the years with Professors Ron Gilson, Ed Rock, and Reinier Kraakman, as well as talks with Sam Arsht and Bob Mundheim, all of whom would disagree with some of the points I try here to make. ** William T. Allen is Chancellor of the Delaware Court of Chancery, a non-jury trial court, established in 1792, that in effect is the nation's only specialized court of corporation law. Chancellor Allen holds a 1969 B.S. degree from New York University, and a 1972 J.D. degree from the University of Texas. He has held the title of Lecturer in Law and Adjunct Professor of Law at the University of Pennsylvania Law School and has been the Herman Phleger Visiting Professor at Stanford Law School. I This disclaimer is meant seriously. Judges are rarely scholars. In many instances they have no taste for scholarship. But even for those who have, the nature and demands of their job conspire against the deep and sustained special study that productive scholarship demands. One who reads the HOLMES-POLLOCK LETTERS (Mark D. Howe ed., 2d ed. 1961), for exam-

What Is HeinOnline?

HeinOnline is a subscription-based resource containing thousands of academic and legal journals from inception; complete coverage of government documents such as U.S. Statutes at Large, U.S. Code, Federal Register, Code of Federal Regulations, U.S. Reports, and much more. Documents are image-based, fully searchable PDFs with the authority of print combined with the accessibility of a user-friendly and powerful database. For more information, request a quote or trial for your organization below.



Short-term subscription options include 24 hours, 48 hours, or 1 week to HeinOnline.

Purchase Access

Contact us for annual subscription options:

Contact Us

Already a HeinOnline Subscriber?

Log In

profiles profiles most