Wm. Dennis Huber challenges common assumptions.
CPA Trendlines expert contributor Wm. Dennis Huber has published “Corporate Law and the Theory of the Firm,” which challenges decades of conventional thinking. Available through book stores and at Amazon here.
Aimed at researchers and upper-level and graduate students in economics, finance, accounting, law, and sociology, as well as attorneys and accountants, Huber disputes misguided assumptions in corporate law and the economic theory of the firm, showing how property law, agency law, and economics contradict each other when applied to corporate law.
Dozens of judicial opinions have held that shareholders own corporations, that directors are agents of shareholders, and even that directors are trustees of shareholders’ property. Yet, until now, it has never been proven. These doctrines rest on unsubstantiated assumptions.
In this book, Huber performs a rigorous, systematic analysis of common law, contract law, property law, agency law, partnership law, trust law, and corporate statutory law using judicial rulings that prove shareholders do not own corporations, that there is no separation of ownership and control, directors are not agents of shareholders, and shareholders are not investors in corporations.
Furthermore, the author proves the theory of the firm, which is founded on the separation of ownership and control and directors as agents of shareholders, promotes an agenda that wilfully ignores fundamental property law and agency law. However, since shareholders do not own the corporation, and directors are not agents of shareholders, the theory of the firm collapses.