Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
SOME PERCEPTIONS BEARING ON THE
PUBLIC POLICY DYNAMICS OF
1. The Setting of This Book and the Setting of Corporate Law
This treatise represents a substantial departure from traditional
corporate law practice materials and from corporate law as a professional
and academic discipline. The format of this treatise is perhaps the first to
cover and define corporate law as a totality of both internal corporate
governance concepts and rules and, importantly, external concepts and
rules. These external concepts and rules, it is increasingly recognized by
scholars, jurists, and other observers, not only impact upon internal
corporate governance but also can now safely be defined to mean the
new, supplanted body of corporate law, although not yet necessarily
recognized fully as such. Hopefully, its format or scope, by going
substantially beyond a discussion of internal governance rules per se,
represents this necessary yet less than sure-footed first step at a realistic
"codification" of corporate law. This public policy discussion itself is,
hopefully, an additional step.
American corporate law, from approximately 1930 through the 1980s,
has been defined by lawyers, scholars, and jurists alike as provisions of
statutes, judge-made law, and to some extent, Securities Exchange
Commission (SEC) rules and regulations. Corporate law has been
governed by a highly theoretical and, arguably, a nonreality-oriented
framework of perceptions that shareholders--the principal corporate
investors--control the corporations and reflect their shareholder
sovereignty by electing the board of directors and that, in turn, this board
of directors selects or otherwise carefully governs the activities of
corporate executives who are subservient to both the board and the
shareholders. There is the assumption that by giving free rein to this
framework or "model," capitalism will survive and competitive forces
will advance the social responsibility and responsiveness of corporations.
In order to facilitate a more complete understanding of the dynamics
driving this particular transition, generous use has been made of direct
quotes from both central players and their keenest observers. Both the
players and the observers articulate well the essential concepts. Perhaps
as importantly, their individual presentations demonstrate the attitudes
and feelings involved better than any analysis could provide.
Some Perceptions Bearing on the Public Policy Dynamics of Corporation Law
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.