Corporate Friction How Corporate Law Impedes American Progress and What to Do about It

Corporate law in the United States requires directors to manage firms in the interests of shareholders, which means never sacrificing profits in service of other stakeholders or interests. In this timely, groundbreaking book, David Yosifon argues that this rule of 'shareholder primacy' is logically, ethically, and practically unsound, and should be replaced by a new standard that compels directors of our largest corporations to manage firms in a socially responsible way. In addition to summarizing existing debates on the issue - and giving special attention to the Supreme Court's decision in Citizens United - Yosifon explores the problem of corporate patriotism and develops a novel approach to the relationship between corporate law and consumer culture. The book's technical acumen will appeal to experts, while its engaging prose will satisfy anyone interested in what our corporate law does, and what it should do better.

Introduction; 1. Apologies for our system; 2. Critique of shareholder primacy; 3. The Citizens United gambit in corporate theory; 4. The actual law of corporate purpose; 5. Corporate patriotism; 6. Corporate law and the confusion of consumer culture; 7. Foreign models of corporate governance; 8. A socially responsibly corporate governance standard; Conclusion.

David Yosifon is a Professor at Santa Clara University School of Law in Santa Clara, California. He teaches business law and legal ethics. He is also on the faculty of Santa Clara University's Markkula Center for Applied Ethics, and a member of the Markkula Center's Business Ethics Partnership. Yosifon's scholarship on corporate governance and corporate social responsibility has appeared in numerous law journals, including the North Carolina Law Review, the Berkeley Business Law Journal, and the Delaware Journal of Corporate Law. His opinion pieces have appeared in the New York Times, the San Francisco Chronicle, and the San Jose Mercury News.