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December 13, 2006

Corporate Law quote of the day

Easterbrook and Fischel, The Economic Structure of Corporate Law, on whether corporations may behave in a socially responsible manner:

An approach that emphasizes the contractual nature of a corporation removes from the field of interesting questions one that has plagued many writers: what is the goal of the corporation? Is it proft, and for whom? Social welfare more broadly defined? Is there anything wrong with corporate charity? Should corporations try to maximize profit over the long run or the short run? Our response to such questions is: who cares? If the New York Times is formed to publish a newspaper first and make a profit second, no one should be allowed to object. Those who came in at the beginning consented, and those who came later bought stock the price of which reflected the corporation's tempered commitment to a profit objective. If a corporation is started with a promise to pay half of the profits to the employees rather than the equity investors, that too is simply a term of the contract. It will be an experiment. Professors might not expect the experiment to succeed, but such expectations by strangers to the bargain are no objection. Similarly, if a bank is formed with a declared purpose of giving priority to loans to minority-owned businesses or third-world nations, that is a matter for the venturers to settle among themselves. So too if a corporation, on building a plant, undertakes never to leave the community. Corporate ventures may select their preferred constituencies. The one thing on which a contractual framework focuses attention is suprises

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Decision Day

Lots of really fascinating decisions have issued today.

Judge Posner dismisses most (but not all!) of the claims raised in several class actions seeking damages arising from slavery.

The Ninth Circuit agrees to re-open some very old sentencing proceedings that were final long before Booker was decided on the grounds, in part, that the concerns of conscience of the district judge were extraordinary.

Judge Robertson of the D.C. District Court dismisses Hamdan writ of habeas corpus under the Military Commissions Act.



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Truth

Because this blog has previously covered the law of genocide denial (whether the victims were Armenian or Jewish), I feel I should mention this Boston Globe op-ed by Professor Charles Fried about truth and law. Here is a part:

There is such a thing as truth; that is why Holocaust deniers are fools or liars. But that is exactly why there can be no such thing as official truth -- truth endorsed, policed, and enforced by the power of the state. Truth is above politics, and judges politics, which is why politics has no authority to proclaim it. Official truth is a contradiction in terms.



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