Essay: Telling Stories of Shareholder Supremacy

At its core, corporate law, like most law, is a morality play. Its internal structure is not determined by logic, justice, or efficiency. Instead, doctrine and action alike flow from a highly contested argument over status and position. Holmes had it partly right: [t]he life of the law has not been logic. But it has not been experience, a non-reflective naive pragmatism or a mere superstructure passively reflecting underlying class struggle, either. The law is a conflict of narratives. The stories it tells have independent power that can influence, as well as be influenced by, the struggles that create it and which it mediates. ... The stories lawyers and their audiences tell define the characters of corporate law. Our stories enable actors to pose as the good guys, the heroic saviors, or the beneficent gods. Alternatively, they relegate them to the roles of the evil stepmother, the sneak-thief, or the neighborhood bully. In turn, the characters we assign and play are far more important in determining corporate behavior, judicial rules, and governmental regulation than we generally acknowledge