Key Finding
This article surfaces the "frequently unasked questions" that corporate law's programming is built to keep off the table
Abstract
This essay explores the agenda of “deprogramming” the orthodox approach to U.S. corporate law and scholarship. Prompted by the Law and Political Economy (LPE) project but drawing largely on the Law and Economics (L&E) movement it critiques, it argues that central L&E frameworks—modularity, corporate law as contract, agency costs, and corporate law as product—operate as blinders: they artificially narrow corporate law’s subject matter and obscure issues of externalities, inequality, corporate power, and geopolitics. Key L&E theories such as “nexus of contracts” and the “market for corporate control” were not purely technocratic concepts but interventions in a broader agenda, including efforts to delegitimize corporate social responsibility, cabin antitrust scrutiny of mergers, and limit government intervention in corporations. Yet some blinders, such as the fetishization of limited liability, persist not because of L&E, but despite the critical resources L&E supplies for overcoming them.
Beyond mapping the familiar critical moves and calls for transformational institutional reform, this essay redirects attention to the overlooked social and political consequences of traditional corporate law mechanisms currently at risk of erosion. Corporate law is a polyfunctional governance technology that produces social spillovers: its familiar doctrines shape not only intra-firm governance but also broader patterns of accountability, distribution, and corporate power. For instance, expropriation by controlling shareholders through related-party transactions not only harms investors but is typically economically regressive and further concentrates wealth and political power. Likewise, liability schemes and transparency requirements may foster broader public accountability and forms of social control over corporate power. Deprogramming corporate law, in this sense, requires not only examining potential institutional transformation but also a fuller reckoning with the social and political consequences of tools already at hand.
© Mariana Pargendler, 2026
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