Millstein and Katsh provide an insightful discussion of the effects of social forces on corporate conduct, such as public opinion and special interest groups.

Publisher Comments

Category: Banking & Finance This title is part of the Smart Management list. Of interest: Law and Practice in Corporate Control

The central issue of this important book is corporate control-the forces that serve to constrain the discretionary acts of business corporations-as important today as they were in 1980, when this book first appeared. Providing a valuable historic perspective, the authors focus on five different forces, specifying the controlling theory within each area and reviewing the mechanism of regulation.

First are the corporate chartering laws of the state limiting what the corporation does and how it does it. Then come the economic constraints-the forces of supply and demand operating through the market mechanism and the profit incentive, along with a thorough review of the antitrust and securities laws of the time. Third, the authors describe the constraints on corporate decision making (including incentives and penalties) imposed by the Federal tax system of that era. Additionally, they review the numerous controls in Federal and state regulatory statutes and administrative codes in force at the time. 

From Bovis Kevitz
Dean, Graduate School of Business, Columbia University

"We have here a basic text for all serious students of the corporation and for all with sincere concern for its future."

From Book News, Inc.:

Written in 1981, this text examined legal and economic constraints that limited corporate behavior in the United States at that time. The authors look at state and federal charter laws, as well as other legal constraints on corporation creation and structure. They then examine antitrust and security laws. The federal tax system and direct regulation are each accorded separate chapters. The final chapter looks at the influence of social values imposed by various actors. Given that this book was written before an unprecedented wave of deregulation and a major increase in corporate power, it is now primarily of historical interest. Annotation ©2004 

Salem M. Katsh, head of the Intellectual Property Group at Shearman and Sterling, joined the firm as a partner in 1997. He is an experienced trial lawyer whose practice focuses on patent, trade secret, trademark, unfair competition, and antitrust litigation. Formerly at Weil, Gotshal & Manges, he was founder and co-head of the Patent and Technology Litigation Group, one of the first patent-oriented pradctice groups to be formed at a major general practice law firm.

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