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Acknowledgments and Dedication vii
Foreword: The Mystery of the Social Betweens by Charles Lemert ix
Preface: What about Happiness? xv
Introduction: Corporation Law as Theater 1
Background
Stock Characters and Ordinary Scripts 19
Why Corporation Law Matters 29
Capital Structure, Dramatic Structure 41
Understanding the Moral (Learning from Cases) 55
Internal Struggles
Directors' Fiduciary Duties: Loyalty 63
Directors' Fiduciary Duties: Due Care 73
Managers as Heroes 85
Shareholders as Strategic Actors 93
Struggles for Control of the Corporation 101
External Relations
Agency, Responsibility, and Limited Liability 117
Views of the Institution 129
Corporations and the State 139
The Mirror of Securities Law 147
Conclusion: Charting the Corporation's Place in Civil Society 157
Notes 165
Glossary 185
Bibliography 199
Index 219
About the Author 223
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