- Business Roundtable, Statement on the Purpose of a Corporation (Aug. 2019)
- Zohar Goshen & Richard Squire, Principal Costs: A New Theory for Corporate Law and Governance, 117 Colum. L. Rev. 767 (2017)
- William W. Bratton, The Separation of Corporate Law and Social Welfare (2017)
It is often said today that, as a matter of economics, shareholder value enhancement proxies as social welfare enhancement. But my essay shows the association to be false. It is also said that shareholding has been democratized, aligning the shareholder interest with that of society as a whole. But this proposition also is false. Although more people have interests in shares, the shareholder interest retains substantially the same upper bracket profile that characterized it at the end of World War II.
Corporate law, thus separated from social welfare, today provides a framework well-suited to attainment of shareholder objectives, which in fact have been realized for the most part. If the practice continues to evolve in this mode, the field of corporate law can be expected to fall away from public policy margin and evolve as a narrow private law domain.
- Stewart, G. Bennett, III, and David M. Glassman, 1988, The motives and methods of corporate restructuring, part II, Journal of Applied Corporate Finance 1, 79-88
Equity is soft, debt hard. Equity is forgiving, debt insistent. Equity is a pillow, debt a sword. Equity and debt are the yin and yang of corporate finance. Equity lulls management to sleep, forgiving their sins more readily than a death-bed priest. A surplus of stock muffles the alarms that should be heard when earnings decline. Forgive and forget is equity’s creed. Debt’s edge jabs management awake, demanding attention. A staggering debt load is a credible threat, compelling necessary changes and exceptional performance.
- Aswath Damodaran, The Debt-Equity Trade Off: The Capital Structure Decision (2003), http://people.stern.nyu.edu/adamodar/pdfiles/ovhds/ch7.pdf
- “Equity” “pillow” “debt” “sword”でGoogle先生に尋ねると，検索結果が670万件ほど出てきます。”pillow”を”cushion”に替えると560万件ほどになります。