Essay Essay

Pace University

DigitalCommons@Pace
Pace Law Review School of Law

1-1-2008

Corporations as Victims of Mismanagement: Beyond the Shareholders vs. Managers Debate
Carlos Gomez-Jara Diez

Recommended Citation
Gomez-Jara Diez, Carlos, "Corporations as Victims of Mismanagement: Beyond the Shareholders vs. Managers Debate" (2008). Pace Law Review. Paper 588. http://digitalcommons.pace.edu/lawrev/588

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Corporations as Victims of Mismanagement: Beyond the Shareholders vs. Managers Debate
Carlos G6mez-Jara Diez* I. Introduction

In a much cited article from 1986, Professor John C. Coffee analyzed the conflicting interests within the "corporate web" when hostile takeovers soared in the 1980s. 1 In doing so, Coffee discussed various theories of the firm that were dominant at the time: the neoclassical, 2 the managerialist, 3 and the transaction cost 4 models. The ultimate goal of Professor Coffee's article was to highlight the need to take into account interests other than those of the shareholders or managers. 5 In this paper, I try to show that potential mismanagement cases 6 must also introduce into the equation something beyond the shareholders vs. managers dialectic and to make use of some new theories regarding the nature of corporations. My point is quite simple and
* Associate Professor of Criminal Law (Universidad Aut6noma de Madrid, Spain). 1. John C. Coffee, Jr., Shareholders Versus Managers:The Strain in the Corporate Web, 85 MICH. L. REV. 1 (1986) [hereinafter Coffee, Corporate Web]. See also John C. Coffee, Jr., The Uncertain Case for Takeover Reform: An Essay on Stockholders, Stakeholders and Bust-Ups, 1988 Wis. L. REV. 435, 444 (1988). 2. Coffee, Corporate Web, supra note 1,...