Do the week 4/5 readings.
Not necessarily to learn anything (YMMV), but for the marvelous spectacle of two out of three of the textbook authors parachuting in sections from other books of theirs (publication deadline, anyone?) in order to offer a “critical perspective” on what they view as the unprincipled development of the law with regard to “piercing the corporate veil”. The gist, as far as I could tell, was that there’s no principled approach to piercing the corporate veil, and that it’s done too much in dodgy circumstances by power-mad, plaintiff-friendly trial judges. I paraphrase, but not that much.
What’s notable about these excerpts is not necessarily the arguments being advanced, which are, in fairness, fairly accurate critiques of the law around piercing the veil. Instead it’s the sudden tone shift compared with the parts of the book we’ve read so far. What we’ve read of the book so far has adopted, at best a neutral attitude towards the existence of the corporate form. Corporations exist, here’s how they work, and that’s (quite literally) all the book has to say about that. By contrast, in this chapter, Welling and Rotman are suddenly on-board with a critical analysis of this particular aspect of corporate law, notably a branch of corporate law that just happens to favour “the disadvantaged” and de-perfect the notion of the corporation as an untouchable corporate form. With a shout-out to my boy Smith for abstaining from this dabbling, it seems like the only difference between this area, and the rest of the book, is that piercing the corporate veil usually isn’t great for a corporation, whereas most of the rest of the corporate law instruments are, by definition beneficial to the corporation.
I suppose I should be glad that the textbook authors have deigned to include some “critical perspectives” in the book, but it just seems jarring to me that the one time so far that they’ve done that, it’s been on an issue where the “critical perspective” is generally to the detriment of those who have been wronged by people hiding behind corporate forms. Marxists are bloody annoying, but if this is the best the rest of us can come up with for a critical view of corporate law, I can see the appeal of just running a straight Marxist critique of the corporate form. If you want the cake of the normative argument whereby corporations “just are”, then it’s a bit much to pig out on “critical perspectives” when it suits you.
