ECGI aw Working Paper Seri Working Paper No 50/2005 ale law school Center for Law, Economics and public policy Research Paper No 323 After the revolution in Corporate Law Roberta ron October 2005 This paper can be downloaded without charge from the Social Science Research Network Electronic Paper Collection at http://ssrn.com/abstract=824050
This paper can be downloaded without charge from the Social Science Research Network Electronic Paper Collection at: http://ssrn.com/abstract=824050 Center for Law, Economics and Public Policy Research Paper No. 323 ECGI Yale Law School Law Working Paper Series Working Paper No. 50/2005 After the Revolution in Corporate Law October 2005 Roberta Romano
uropean corpor ecg ernance institute After the Revolution in Corporate Law Law Working Paper N 50/2005 Roberta Romano October 2005 Yale law School. nber and ecgi o Roberta Romano 2005. All rights reserved. Short sections of text, not to exceed two paragraphs, may be quoted without explicit permission provided that full credit, including C notice, is given to the ource This paper can be downloaded without charge from http://ssrn.com/abstract=824050. www.ecgl.org/wp
Law Working Paper N°.50/2005 October 2005 Roberta Romano Yale Law School, NBER and ECGI © Roberta Romano 2005. All rights reserved. Short sections of text, not to exceed two paragraphs, may be quoted without explicit permission provided that full credit, including © notice, is given to the source. This paper can be downloaded without charge from: http://ssrn.com/abstract=824050. www.ecgi.org/wp After the Revolution in Corporate Law
european corporate governance institute ECGI Working Paper Series in Law After the Revolution in Corporate Law Working Paper N. 50/2005 October 2005 Roberta romano This paper is based on the Oscar M. Ruebhausen Inaugural Lecture given at Yale Law School on September 21, 2005 CRoberta Romano 2005. All rights reserved. Short sections of text, not to exceed two paragraphs, may be quoted without explicit permission provided that full credit, including C notice, is given to he source
ECGI Working Paper Series in Law Working Paper N°.50/2005 October 2005 Roberta Romano After the Revolution in Corporate Law This paper is based on the Oscar M. Ruebhausen Inaugural Lecture given at Yale Law School on September 21, 2005. ©Roberta Romano 2005. All rights reserved. Short sections of text, not to exceed two paragraphs, may be quoted without explicit permission provided that full credit, including © notice, is given to the source
abstract Corporate law is a field that underwent as thorough a revolution in the 1980s as can be imagined, in scholarship and practice, methodological and organizational, in which finance and the economic theory of the firm were used to inform the field. The timing of this revolution was not a fortuitous occurrence: it followed a revolution in corporate finance and the theory of the firm, and was mid-wived in a period of dynamic innovation in corporate transactions. The transformation in corporate law scholarship and practice accomplished by this revolution, has important implications for legal education in the 21t century. There is a need for greater integration of law school and management school curriculums, to ensure that law school graduates will obtain the technical proficiency necessary to be at the leading edge of corporate law practice and scholarship. In addition, the sea change in corporate law scholarship places law schools with larger faculties and associated with universities with strong finance groups at a competitive advantage in recruiting business law faculty and in maintaining a first rate business law program. Corporate law centers have emerged as an institutional device for smaller elite schools to adapt to this new environment Keywords: corporate law, legal education, corporate law centers JEL Classifications: K22. KoO Roberta romano Yale Law School P.O. Box 208215 New Haven, CT 06520-8215 United States phone:203-432-4965,fax:203-432-4871 e-mail: roberta. romano @yale. edu
Abstract Corporate law is a fi eld that underwent as thorough a revolution in the 1980s as can be imagined, in scholarship and practice, methodological and organizational, in which fi nance and the economic theory of the fi rm were used to inform the fi eld. The timing of this revolution was not a fortuitous occurrence: it followed a revolution in corporate fi nance and the theory of the fi rm, and was mid-wived in a period of dynamic innovation in corporate transactions. The transformation in corporate law scholarship and practice accomplished by this revolution, has important implications for legal education in the 21st century. There is a need for greater integration of law school and management school curriculums, to ensure that law school graduates will obtain the technical profi ciency necessary to be at the leading edge of corporate law practice and scholarship. In addition, the sea change in corporate law scholarship places law schools with larger faculties and associated with universities with strong fi nance groups at a competitive advantage in recruiting business law faculty and in maintaining a fi rst rate business law program. Corporate law centers have emerged as an institutional device for smaller elite schools to adapt to this new environment. Keywords: corporate law, legal education, corporate law centers JEL Classifications: K22, K00 Roberta Romano Yale Law School P.O. Box 208215 New Haven, CT 06520-8215 United States phone: 203-432-4965 , fax: 203-432-4871 e-mail: roberta.romano@yale.edu
Corporate law is a field that underwent as thorough a revolution in the 1980s as can be imagined, in scholarship and practice, methodological and organizational. The term revolution is invoked all too often in popular culture, but as this paper will suggest, it is entirely apt in this case. For the revolution in corporate law has been so thorough and profound that those studying in the field today would have difficulty recognizing what it was like 25 to 30 years ago. I was fortunate to have started out in law teaching in that turbulent transitional era for it was an exciting time to be in corporate law This revolution has produced one of the more, if not the most, interdisciplinary fields of law. One measure of the transformation of the field is that the submissions to the annual meetin of the american Law and Economics association which now number in the 100, s. are overwhelmingly dominated by corporate law scholars; they could fill up most of the program, were the Association not to limit the number of corporate- law-related sessions to encourage broader program coverage and participation. The integration of finance and economic theory into legal analysis is true not solely of corporate law scholarship but has been pervasive, extending to practice and judicial decisionmaking The first part of this paper sets out why the revolution experienced in corporate law in the 1980s was not a fortuitous occurrence: it followed a revolution in corporate finance and the theory of the firm, and was mid-wived in a period of dynamic innovation in corporate transactions. The paper will thereafter touch briefly on the course of the revolution, and he reached all aspects of corporate law - from practitioners to academics, to regulatory agencies and U.S. and State Supreme Court opinions. It concludes by discussing the implications of the sea change in corporate law scholarship and practice for legal education in the 21 century i believe that the developments that we have witnessed in the field over the past 20 years have important
1 Corporate law is a field that underwent as thorough a revolution in the 1980s as can be imagined, in scholarship and practice, methodological and organizational. The term revolution is invoked all too often in popular culture, but as this paper will suggest, it is entirely apt in this case. For the revolution in corporate law has been so thorough and profound that those studying in the field today would have difficulty recognizing what it was like 25 to 30 years ago. I was fortunate to have started out in law teaching in that turbulent, transitional era, for it was an exciting time to be in corporate law. This revolution has produced one of the more, if not the most, interdisciplinary fields of law. One measure of the transformation of the field is that the submissions to the annual meeting of the American Law and Economics Association, which now number in the 100's, are overwhelmingly dominated by corporate law scholars; they could fill up most of the program, were the Association not to limit the number of corporate-law-related sessions to encourage broader program coverage and participation. The integration of finance and economic theory into legal analysis is true not solely of corporate law scholarship but has been pervasive, extending to practice and judicial decisionmaking. The first part of this paper sets out why the revolution experienced in corporate law in the 1980s was not a fortuitous occurrence: it followed a revolution in corporate finance and the theory of the firm, and was mid-wived in a period of dynamic innovation in corporate transactions. The paper will thereafter touch briefly on the course of the revolution, and how it reached all aspects of corporate law - from practitioners to academics, to regulatory agencies and U.S. and State Supreme Court opinions. It concludes by discussing the implications of the sea change in corporate law scholarship and practice for legal education in the 21 century. I believe st that the developments that we have witnessed in the field over the past 20 years have important