Corporate Law and the Theory of the Firm Reconstructing Corporations, Shareholders, Directors, Owners, and Investors The Economics of Legal Relationships Series

Dozens of judicial opinions have held that shareholders own corporations, that directors are agents of shareholders, and even that directors are trustees of shareholders? property. Yet, until now, it has never been proven. These doctrines rest on unsubstantiated assumptions.

In this book the author performs a rigorous, systematic analysis of common law, contract law, property law, agency law, partnership law, trust law, and corporate statutory law using judicial rulings that prove shareholders do not own corporations, that there is no separation of ownership and control, directors are not agents of shareholders, and shareholders are not investors in corporations. Furthermore, the author proves the theory of the firm, which is founded on the separation of ownership and control and directors as agents of shareholders, promotes an agenda that wilfully ignores fundamental property law and agency law. However, since shareholders do not own the corporation, and directors are not agents of shareholders, the theory of the firm collapses.

The book corrects decades of confusion and misguided research in corporate law and the economic theory of the firm and will allow readers to understand how property law, agency law, and economics contradict each other when applied to corporate law. It will appeal to researchers and upper-level and graduate students in economics, finance, accounting, law, and sociology, as well as attorneys and accountants.

0. The Ground Floor: Jurisdiction, Common Law, and Contract Law Part I Foundations: Property Law, Agency Law, Trust Laws, and Partnership Law 1. Property and Property Law 2. Agency and Agency Law 3. Trusts and Trust Law 4. Partnerships and Partnership Law Part II Corporations, Corporate Law, and the Contradictions of Corporate Law 5. Corporations and Corporate Law 6. The Contradictions of Corporate Law Part III Sociology, Culture, and Corporations 7. The Social Construction of the Social Reality of Shareholders, Directors, Owners of shares, and Investors in Shares 8. Power and the Cultural Reproduction of Shareholders, Directors, Owners of Shares, and Investors in Shares 9. Reconstructing Corporations, Shareholders, Directors, Owners of Shares, and Investors in Shares Part IV Corporatehood, The Corporation as a Legal Person, and The Theory of the Firm 10. The Corporation as a Legal Person 11. The Theory of the Firm Epilogue

Wm. Dennis Huber received a DBA in international business, accounting, finance, and economics from the University of Sarasota, Florida; a JD, an MBA in accounting and finance, an MA in Economics, and an MS in public policy from the State University of New York at Buffalo. He also has an LL.M. in homeland and national security lLaw from the Western Michigan University Thomas M. Cooley School of Law. He is a certified public accountant and admitted to the New York Bar. He has taught at universities in the U.S., Canada, Mexico, and the Middle East.