Top Ten Books in Corporate Governance

J.W. Verret —  17 August 2010

(Law Review Editors take note, my recent submission mentioned in the following post, titled: “Defending Against Shareholder Proxy Access: Delaware’s Future Reviewing Company Defenses in the Era of Dodd-Frank” is still in the process of negotiating for a permanent Law Review home, although the expedite process is getting very hot.)

After two years of steadily writing and commenting about corporate law as a junior academic trying to make my bones in this business (and, I hope, saying something interesting, as for example my recent 16 Defenses against the federal proxy access regime mandated by Dodd-Frank) I thought that I would take a month or two and edify myself in the field.  It seems like it could be a nice break just to let my brain absorb for a few weeks rather than focus on producing.  Maybe give the rat in my head some time off from the wheel.  To that end, I chose ten books that are required reading for the modern corporate governance thinker.  Well, let’s make it twelve.  Most I’ve read before, a few I am reading for the first time.  Here is my list of the top ten must reads, and I would be interested to hear what our readers or our blog neighbors suggest should be added to the list.

Roberta Romano, The Foundations of Corporate Law, Foundation Press (2010) 2nd Edition.  Professor Romano has updated her reader of the top articles in corporate law, and in these 500 pages you will find the classical debates of the last 50 years paired with the recent debates of the last 10.  A worthy update to the first edition, which was also a fun read.

Jonathan R. Macey, Corporate Governance: Promises Kept, Promises Broken, Princeton University Press (2008).  A summation of many years of great scholarship from Professor Macey.

Stephen Bainbridge, The New Corporate Governance in Theory and Practice, Oxford University Press (2008), A synthesis of Professor Bainbridge’s work, and unique commentary on many of the most pressing debates in the field.

R.H. Coase, The Firm, The Market, and The Law, University of Chicago Press (1990). A great collection from the source of our field.  Classics never die.

Frank Easterbrook & Daniel Fischel, The Economic Structure of Corporate Law, Harvard University Press (1996).  Again, classics never die.

William Allen, Renier Kraakman, and Guhan Subramanian, Commentary and Cases on the Law of Business Organizations, 3d, Aspen (2009).    I learned from Chancellor Allen’s book in law school when I studied under Prof. Coates (who, I am proud to say, I recently testified against before the Senate Banking Committee, and I won as TOTM readers are no doubt aware), I used it when I clerked in the Delaware Court of Chancery, and I teach from it now.  Every time I read it, I learn something new.  Bill Allen was the Chancellor of the Delaware Court of Chancery during the 1980s, when the takeover jurisprudence first developed, and Guhan Subramanian is one of the leading critics of Delaware’s approach to takeovers (particularly freeze-outs).  So you know that between them you get the most informed, but at the same time non-biased, view of the law.

Klein, Ramsayer and Bainbridge, Business Associations: Cases and Materials on Agency Partnerships and Corporations (2009). Another great book for Delaware corporate law, and for the advanced M&A course read Stephen Bainbridge, Mergers and Acquisitions, University Press (2008).

Larry E. Ribstein, The Rise of the Uncorporation, Oxford University Press (2009). Everything you wanted to know about the emerging dominance of alternative entities from a scholar who has been writing about these issues since the LLC and LLP entity forms first emerged.

Daniel F. Spulber, The Theory of the Firm: Microeconomics with Endogenous Entrepreneurs, Firms, Markets, and Organizations, Cambridge University Press (2009). A very detailed introduction to the theory of the firm literature that has interest both for the technically trained economist and for corporate legal scholars looking to apply the basic insights of the “theory of the firm” literature to their work.

Henry G. Manne, The Collected Works of Henry G. Manne, Liberty Fund (2009). Read this first.  Then, in a year, when you’ve finally finished reading the 1200 pages of groundbreaking insights from the mind of Henry Manne, reconsider everything you ever learned from reading Adolf Berle, Gardiner Means, or Louis Loss.

Louis Putterman and Randall Kroszner, Economic Nature of the Firm, A Reader, Cambridge University Press (1996).  A great reader on the theory of the firm literature that offers more depth on the classics than the Spulber reader listed above.  Randy Kroszner is a former Fed Governor and a leading economist, and does a great job choosing the must-read excerpts in the literature for the novice.

Update: Professor Bainbridge offers some additional suggestions.  A couple of commentors suggest I should include Berle and Means, but honestly I just didn’t think it was a very interesting book.

6 responses to Top Ten Books in Corporate Governance

  1. 

    Not to be too self serving, but I’d suggest you also consider my 2008 book The New Boardroom Leaders (www.thenewboardroomleaders.com). This was the first book to examine how corporate boards are shaping their own independent leadership, outside of the chief executive.

  2. 

    I wish Easterbrook and Fischel would publish a second edition of “The Economic Structure of Corporate Law.” It’s 15 years old – and I’d love to hear their interpretations of developments since…

  3. 

    This seems to be the list for students, not academics in the field: I don’t think I am ready to read casebooks or readers, unless I am teaching from them. I would add Romano and Roe, as Steve suggested. Also the edited volume by Kraakman et al, The Anatomy of Corporate Law. And Bebchuk and Fried’s book, Pay Without Performance (not that I fully agree with them — but then, I don’t fully agree with many books on this list, but they are top sources anyway). And everything by Manne is great!

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