期刊名称：Brooklyn Journal of Corporate, Financial & Commercial Law
印刷版ISSN：1934-2497
出版年度：2018
卷号：13
期号：1
页码：6
出版社：Brooklyn Law School
摘要：Ordinary corporate law invests enormous authority in corporate leaders, largely without accountability either to those they govern or to the judiciary, in defiance of much of what we know about effective governance procedure. Instead, we rely on the markets in which the corporation participates as the primary check on incumbent officials. Regardless of whether relying on markets is sufficient in the ordinary course, corporate insolvency is the markets’ verdict that incumbent management has failed. Accordingly, in bankruptcy and insolvency more generally, the law ought to abandon its ordinary deference to the corporate powers that be and instead impose standard good governance rules. Failed incumbents should be replaced and those governed should have political voice, not merely market exit rights.
