Michael J. Whincop

Corporation, Contract, Community: An Analysis of Governance in the Privatization of Public Enterprise and the Publicization of Private Corporate Law

To say that managers should be accountable to the market only begins the analysis. The problematic downside to this glib norm is that a volatile market can be a fickle master who may regularly override the superior judgment of his manager-servant. Thus, the central question from a public law perspective is how much accountability is too much. John C Coffee, Jr l The last two decades of corporate law scholarship in the United States have been marked by the ascendancy of law-and-economics research, the centrepiece of which is the contractarian theory of the corporation and the corporate law.2 Contractarians seek to explain the corporation as the focal point for a process of contracting between