The Role of capital in regulating the duty of care and business judgment rule

Frank Carrigan

Research output: Contribution to journalArticlepeer-review


On an empirical level this article charts the introduction of a number of key reforms to directors‘ duties. The author avers these reforms were shaped by the institutional power of big business. On a theoretical level the article contends that the essence of the recent corporate law reform process was underpinned by a complex interdependence between economic forces and the nature of corporate law. The article criticises the distortions and mystifications of legal positivism that treats law in isolation from the economic infrastructure. A major feature of the article is the view that the poverty of theory evident in contemporary Australian corporate legal scholarship is linked to the predominance of positivism in the academy. The governing principle in any backlash against the theoretical concepts dominant in the legal academy is the recognition that any changes in the doctrinal form of corporate law must be analysed against the backdrop of the fundamental dynamics of the social relations of capitalism and the lobby groups that express the will of capital.
Original languageEnglish
Pages (from-to)1-25
Number of pages25
JournalAustralian journal of corporate law
Issue number3
Publication statusPublished - 2002


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