Reference health
A Purpose-Based Theory of Corporate Law
12/12 checkable references clean · checked 2026-07-25
Every reference with a DOI in the deposited reference list resolved to a known work in Crossref or DataCite at the dated check, and none carried a retraction, withdrawal, or removal notice.
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The 12 checked references that resolve
resolves10.1111/j.1600-0447.1958.tb01749.x
Connection Between Post‐Traumatic Change in Per‐sonality and Head injury in Individual Cases
resolves10.2307/1284201
Partnership: Uniform Partnership Act: Right of Surviving Partner to Purchase Partnership Property
resolves10.4017/gt.2019.18.4.000.00
The 72 references without a DOI — listed, not checked
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no DOI — not checkedIt is the corporation itself as a 'thing' that a corporate shareholder legally owns."). For a refutation of the property model, see, for example, Raz, supra note 1, at 285-87. 79. See, e.g., VICTOR MORAWETZ, A TREATISE ON THE LAW OF PRIVATE CORPORA-TIONS OTHER THAN CHARITABLE 2 (1882) ("[T]he rights and duties of an incorporated association are in reality the rights and duties of the persons who compose it, and not of an imaginary being
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no DOI — not checkedThe private corporation or firm is simply one form of legal fiction which serves as a nexus for contracting relationships
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no DOI — not checkedA Team Production Theory of Corporate Law, 85 VA
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no DOI — not checkedand the Oppression Remedy
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no DOI — not checkedchanged from the preservation of Revlon as a corporate entity to the maximization of the company's value at a sale for the stockholders' benefit. . . . The directors' role
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no DOI — not checkedcontractual" claims, but those arising under any field of positive law. In Trados, the preferred shareholders indeed had a contractual, non-corporate law mechanism to determine their legal claim. See id. at 21-24, 38-39. However, "preferred shares" encompass a broad range of securities, with varying properties; a preferred shareholder's claim might be residual (at least in part), and therefore, determined within corporate share law. See Raz, supra note 1, at 281. 223. On the idea of constituency directors, owing fiduciary duties directly to certain shareholders or stakeholders (and therefore, necessarily not to the corporation), and the rejection of that idea both positively and normatively
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no DOI — not checkedOn the broad meaning of "corporation" as used in this Article, see supra note 1. The distinction made there is particularly important in the context of this Section. 271. See Delaware General Corporation Law
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no DOI — not checkedCf. Raz, supra note 1, at 272-76, 285-87 (discussing characteristics of corporate shares, identical to those of LLC interests). Thus, we may speak of "LLC share law" (as with other corporations, discussed id.). It is possible to be an LLC member without acquiring an LLC interest (also often known as "LLC unit"). See � 18-301(d). Yet, assuming that every member has some claim toward the LLC (otherwise, what is the meaning of "membership?"), those legal claims (even if not "packaged" as LLC interests, or shares) have to be governed by some legal framework, that is, LLC share law. More generally
no DOI — not checkedVirtues like trust and their counterpart vices-greed, fear, panic-seem to me as likely to kick in after the fact whether we are talking about partnerships
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no DOI — not checkedFor recent sources expressing a view that "the state" has a significant relationship with every corporation, including as the corporation's creator, see, for example
no DOI — not checkedIn context, it seems each of these sources simply aim to argue, correctly, that corporate law differs from a pure "private ordering" regime. It is true that law is required for any corporation to exist; yet, the same is also true of any contract and any property. Corporate law is part of private law, which is established (at least partly) by the state, but generally does not give the state itself a role within the various relationships it enables. See John C.P. Goldberg, Introduction: Pragmatism and Private Law
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no DOI — not checked294 We can modify the rules of capital lock-in, transferability of shares, ability to contract around certain legislative or common law provisions, and many other dynamic topics, but we are still dealing with a corporation. This Article's discussion of corporate law's structure, and the issues it inherently gives rise to, equally applies to LLCs. The insistence on making some deep-seated distinction between 287
no DOI — not checkedSuch pre-agreed distribution (dividend or buyback, including share redemption) can also be made by a narrow-sense "corporation," if it does not breach the mandatory rules governing distributions. See Raz, supra note 1
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no DOI — not checkedUnless otherwise provided in a limited liability company agreement, the management of a limited liability company shall be vested in its members . . . ; provided however, that if a limited liability company agreement provides for the management
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no DOI — not checkedFor another criticism of alternative corporation exceptionalism (in the very similar context of statutory trusts, see supra note 273), see Anne Tucker, Justice Scalia's Final Mark on Corporate Law May Be One of Form over Substance
no DOI — not checked2015) (noting that LLCs and narrow-sense "corporations" have the same characteristics, except for tax treatment
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no DOI — not checkedThese asymmetries [due to unobservable and unverifiable information] provide a compelling justification for a strict, full-disclosure-based accountability regime
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no DOI — not checkedEquity is not a license to make stuff up
no DOI — not checkedA contract which is not mutually enforceable is illusory. An 'illusory promise' is one which . . . by its terms makes performance optional or entirely discretionary on the part of the promisor. In other words, a promise is illusory when it fails to bind the promisor, who retains the option of discontinuing performance
no DOI — not checkedIt cannot be said that equity does not lay down prescriptive rules and leaves it to
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no DOI — not checked309 At the state level, particularly in Delaware, equitable jurisdiction enjoys similar constitutional protections. 310 Even if no text said that every court is required to do justice-and that every person is entitled to justice-this fact is self-evident. It is therefore an invalid, empty defense to simply mention that LLC statutes allow for the waiver of fiduciary duties. Reading the whole statute, and understanding what an LLC-or any other corporation-actually is, clarifies that at least a "core" 311 of fiduciary obligation always persists. So, what is the practical meaning of the "elimination" of fiduciary duties owed to Delaware alternative corporations, or anyone else in like position? It means that certain actors, bound by certain duties, are better positioned to breach those duties with impunity. Most fiduciaries do not act unlawfully. Yet, certain legislative acts and court decisions afford them the "opportunity" to do so, if only they wanted, far more conveniently. To a large extent, some LLC managers can harm the corporation in multiple ways, and simply not be held accountable. For some fiduciaries, there is free lunch-which is not free at all
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