Between Citizen and State

A lyrical description of the basic issues of corporation law. His book sets forth in a clear and easily digested manner the fundamental concerns which animate the dynamics of corporate law. At the same time, his exegesis of the "black letter" law is informed, and enhanced, by a thorough understanding of the current theoretical frameworks for thinking about corporations. His text will be a boon to law students and others interested in how the law enables and constrains corporations to act in the world. Brandon Becker, co-chair of the Securities Regulation Department at WilmerHale and former Director of the Division of Market Regulation at the SEC The original virtual person, centuries old, the corporation is nonetheless the quintessential post-modern actor. Westbrooks charming, yes charming, introduction to the corporation offers everything you ever wanted to know about this legal fiction in concise, readable, yet erudite prose. An absolute must for law students, Between Citizen and State, is a compelling read for citizens and entrepreneurs, as well as scholars. Susan Silbey, Department Head, Professor of Sociology and Anthropology, Massachusetts Institute of Technology In this brilliant and original book David Westbrook makes visible the diverse logics that organize actors even in settings such as the corporation where we might assume one single such logic. We can recognize this in a play. But the language of the law tends to flatten its own subject. In this authors hands, corporate law reveals its logical complexity. Saskia Sassen, Professor at Columbia University and author of Territory, Authority, Rights With its eye-opening clarity, its verve and humor, and its overall brilliance...will serve readers who desire, as one should, to understand the corporations. In a world in which transnational corporations seem to have the upper hand, this would exclude practically no one. Charles Lemert, from the Foreword The profound mind at work in these pages tests thin convention with thick critique, analysis so bracing that one wonders whether we can handle, as a practical matter, the complex cross-currents it untangles. Reading this penetrating meditation on the political sociology of corporate constructions seems imperative; whether we can come to grips with its blinding illumination is another question. Lawrence A. Cunningham, Professor of Law, George Washington University "Between Citizen and State is a wonderfully written book the provides fresh insights into the law of corporations. While the text is anchored in the US legal tradition, it offers valuable lessons for law students and scholars in company law in the UK, the European Union and other parts of the World. The metaphor of the theater, used brilliantly by the author, is most fitting in the study of this legal fiction, the corporation, which is at the core of a free capitalist society. Rosa M Lastra, Professor of International Financial and Monetary Law Centre for Commmercial Law Studies Queen Mary, University of London

David A. Westbrook, Ambre Charles

Introduction Corporation Law as Theater; Part I Background; Chapter 1 Stock Characters and Ordinary Scripts; Chapter 2 Why Corporation Law Matters; Chapter 3 Capital Structure, Dramatic Structure; Chapter 4 Understanding the Moral (Learning from Cases); Part II Internal Struggles; Chapter 5 Directors Fiduciary Duties; Chapter 6 Directors Fiduciary Duties; Chapter 7 Managers as Heroes; Chapter 8 Shareholders as Strategic Actors; Chapter 9 Struggles for Control of the Corporation; Part III External Relations; Chapter 10 Agency, Responsibility, and Limited Liability; Chapter 11 Views of the Institution; Chapter 12 Corporations and the State; Chapter 13 The Mirror of Securities Law; Chapter 14 Conclusion;