On Spec: Corporate Waste and Contract Law

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4 Responses

  1. Miriam Cherry says:

    I think this has the making of a great article; I enjoyed reading these preliminary thoughts and look forward to reading the rest.
    One counterargument/critical thought it provoked…
    The relational aspects (i.e. trust and confidence) are, as you note, important in the realm of contract defenses. Another set of factors in substantive U deal with the relative sophistication, education, social class, bargaining power, etc. of the parties. This point doesn’t seem to parallel and thus it interests me (as perhaps part of a section that addresses rebuttals).
    Best regards, MC
    p.s. Christa, congrats on your RA position, it sounds like you are learning a great deal!

  2. Lawrence Cunningham says:

    MC–Thanks very much for the excellent suggestion and very kind words! –LC

  3. Eric Rasmusen says:

    I saw this via Bainbridge. I like the idea too- send me a copy later (erasmuse@indiana.edu) I’m thinking about dissident directors. The link is that in corporate law, a big problem is that the losers– the shareholders– may never find out about the bad behavior, whereas the losing party in a contract does find out.

    An idea for you: a purpose of the two doctrines is to prevent owners from unintentionally alienating their property. The shareholders don’t intend for directors to give away assets. The supposed gift-promiser doesn’t really intend to make a legally binding promise to give away something. In each case, gifts are still possible– the shareholders can auhtorize a donation of assets to charity, for example, and the promiser can keep his promise even tho it isn’t legally binding.

  4. Lawrence Cunningham says:


    Thank you too for the encouraging words and insightful suggestion, on which I’ll undoubtedly pick up.