Progressive Corporate Law PDF Download

For decades, progressive corporate law scholarship has lamented corporate law's captivity to the neoliberal conception of business corporations. For progressive scholars, corporate governance doctrines based in neoliberalism have been a formula for anomie as they reduce corporations -- and especially publicly traded ones -- to a profit-generating device for equity investors, disregarding anything and anyone else. Progressive scholarship has also criticized neoliberal corporate law on communitarian grounds, namely, for its denial that corporations have any social responsibility or public obligations. But to date, the progressive corporate law critique and corresponding reform program has failed to transform mainstream corporate law. This failure flows from progressive scholarship's perpetuation of neoliberalism's premise that corporations exist to generate wealth. This Article argues that the key to unlocking progressive corporate governance is to base reform on New York City's housing development fund corporations (“HDFCs”). These are business corporations formed by low-income households of color in the 1970s and 1980s so that they could secure themselves with housing denied to them by markets. The HDFC is best suited as the measure for progressive reform because it has been especially harmed by the neoliberal corporate governance paradigm and is a proven antidote for neoliberal reduction: against the operation of an aggressive market in the global capital of real estate and finance, HDFCs have successfully preserved their Black and Brown shareholders from disinvestment and displacement. As such, the HDFC advances the progressive perspective by supplying it with an understanding of shareholding that combines the public company equity investor with the sweat equity stakeholder. For concrete reforms advancing a progressive project, this Article proposes that corporate law adopt more searching judicial review of board decisions modelled on anti-discrimination and Massachusetts corporate law and that corporate law be amended to include “sweat equity” investors in governance. With such, corporate law can reflect pluralism, stand as an ally to social movements, and advance the original social function of corporations, obscured during this neoliberal age.