Edward B. Rock
Frank Easterbrook and Daniel Fischel’s comments on corporate purpose are as fresh today as they were when they were first published in the 1980s. Starting from the “contractarian” perspective, they asked a key question about questions such as “what is the goal of the corporation?”, namely, “Who cares?”
In this contribution to the symposium volume in their honor, I examine the current corporate purpose debate through the lens of their rather brief comments that first appeared in their 1989 article, “The Corporate Contract.” In doing so, I focus on a variety of issues raised by their analysis: What are the default settings of the corporate contract? How does one contract out of the default settings? What are the limits to tailoring the default form? How does corporate law address surprise departures from initial commitments?
Examining these current issues through the lens of The Economic Structure of Corporate Law demonstrates the enduring value of Easterbrook and Fischel’s framework.
Edward B. Rock, Easterbrook and Fischel on Corporate Purpose, 1 U. Chi. Bus. L. Rev. 397 (2022).