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Awakening sleeping beauty : reviving lost memories and discourses to revoke corporate charters Yaron, Gil

Abstract

The central objective of this interdisciplinary thesis is to articulate a theoretical, doctrinal and political justification for the reintroduction of corporate charter revocation as a remedy to enhance the accountability of corporations in modern society. Corporations were originally conceived of as public institutions granted charters to carry out specific activities in the interests of society. Where a corporation acted outside of its charter, the corporation's charter could be revoked. Over the past 150 years, corporate lawyers have silently amended corporate laws to provide corporations with rights, powers and privileges that exceed those of individuals. Internal institutional regulation through corporate charters has been replaced by external oversight through administrative regulatory mechanisms. Where incorporation was once considered a privilege, today it is a right. Despite these developments, this thesis argues that theory and doctrine still support the paramountcy of the public over the private, and the legal remedies of corporate charter revocation. The thesis contains six chapters including introduction and conclusion. Chapter one introduces the legal principle of corporate charter revocation and demonstrates why such a remedy is necessary in the context of modern corporate law. Chapter two considers the four accepted theories of the corporate structure and asserts that a revised "neo-concessionist" approach continues to inform our understanding of the corporation/state relationship. Chapter three reinforces this theoretical analysis through an historical and doctrinal account of the prerogative remedies of scire facias and quo warranto and the development of statutory charter revocation provisions. Chapter four focuses on the place of the state, specifically the Attorney General, in initiating revocation proceedings and some of the political barriers to reinstating the remedy. Through the exploration of these barriers and consideration of several recent American case studies, an effort is made to develop a strategy for the successful implementation of corporate charter revocation. The paper concludes with some thoughts about various outstanding barriers to the successful utilization of the remedy, the nature and application of corporate charter revocation generally, and calls for a continuation of a broader debate about the place of the corporation in modern society.

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