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-

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