The Social Responsibility of Boards of Directors and Stockholders in Charge of Control Transactions : Is There Any 'There' There?

In this speech, Vice Chancellor Strine analyzes a corporate law hypothetical that (1) raises some of the tough ethical choices that must be made by legislators and judges forging the Delaware corporation law; (2) is designed to stimulate thought about the social role of the corporation in our society, and to raise questions about the extent to which corporation law can wish away the difficult moral choices that corporate boards and stockholders often face, simply by creating doctrinal boxes in which real-world moral concerns are thought to be of no relevance; and (3) presents a challenge to those scholars who have embraced an optimistic view of the extent to which Delaware corporation law protects the interests of rank-and-file employees and communities affected by the fate of American corporations