Stephen Bottomley

How to Do Things with Contractarianism: Michael Whincop's Contribution to Corporate Law Scholarship

This article explores three aspects of Michael Whincop’s much larger contribution to the analysis of corporate law in Australia. Although Michael approached corporate law from the perspective of law and economics scholarship, his use of the contractarian paradigm showed a deeper understanding of economics and its application to corporate law than is usually found in the literature. We begin by looking at Michael’s analysis of intra-corporate relations, especially his development of the idea of the corporation as a nexus of contracts. Next, we examine two areas where Michael relinquished a strict contractarian analysis. The first of these is his analysis of the idea of the company as a separate entity, and the second is his analysis of shareholder entitlements. These issues reveal (in different ways) the development of Michael’s thinking over the eight or nine years during which his work was published. They also hint at the possibility of further developments which, sadly, will now not be realised.