This book critically examines shareholder primacy and develops a new theory of shared corporate governance that includes employees.

Dozens of judicial opinions have held that shareholders own corporations, that directors are agents of shareholders, and even that directors are trustees of shareholders’ property. Yet, until now, it has never been proven. These doctrines rest on unsubstantiated assumptions. In this book the author performs a rigorous, systematic analysis of common law, contract law, property law, agency law, partnership law, trust law, and corporate statutory law using judicial rulings that prove shareholders do not own corporations, that there is no separation of ownership and control, directors are not agents of shareholders, and shareholders are not investors in corporations. Furthermore, the author proves the theory of the firm, which is founded on the separation of ownership and control and directors as agents of shareholders, promotes an agenda that wilfully ignores fundamental property law and agency law. However, since shareholders do not own the corporation, and directors are not agents of shareholders, the theory of the firm collapses. The book corrects decades of confusion and misguided research in corporate law and the economic theory of the firm and will allow readers to understand how property law, agency law, and economics contradict each other when applied to corporate law. It will appeal to researchers and upper-level and graduate students in economics, finance, accounting, law, and sociology, as well as attorneys and accountants.

Through an examination of the judicial, legislative, and political aspects of the antitrust debates in 1890 to 1916, Sklar shows that arguments were not only over competition versus combination, but also over the question of the relations between government and the market and the state and society.

Praise for Rebuilding the Corporate Genome "Whether you talk about capability-driven organizations, modular approaches, or networked economies, the implications of very low costs for transactions, information exchanges, and communications are clear: Business boundaries are dissolving and re-forming. Aurik, Jonk, and Willen show how innovators are creatively exploiting this trend to their decided advantage." —Gerard Hoetmer, Senior Vice President, Unilever Bestfoods "If you set your strategy at lower levels of the business, you can more effectively compete and grow-and fend off unexpected rivals. Rebuilding the Corporate Genome shows that once you look through capability lenses, new horizons and new possibilities suddenly come into focus." —Jan Oosterveld, Member, Group Management Committee, Royal Philips Electronics "This book is a compelling and prescient look at the future of the modern corporation. While the 'corporate genome project' may be a work in progress, the authors take important steps towards the goal of understanding how corporations really work, and how capability-based corporations will emerge as the organizations of tomorrow. Read this book carefully, because this is as close as you will get to a key for unlocking innovation and value in your industry." —Mohanbir Sawhney, McCormick Tribune Professor of Technology and Director, Center for Research in Technology & Innovation, Northwestern University, Kellogg School of Management "Rebuilding the Corporate Genome reveals the future before it arrives. The authors masterfully extrapolate from a set of current trends to paint a picture of how businesses and strategies will evolve. The book is a must-read for anyone charged with charting the direction of a business in these turbulent times." —Toby E. Stuart, Fred G. Steingraber-A.T. Kearney Professor of Organizations and Strategy, University of Chicago, Graduate School of Business

This book is a continuation of Corporate Law and the Theory of the Firm: Reconstructing Corporations, Shareholders, Directors, Owners, and Investors. The author extends his analysis of contract law, property law, agency law, trust law, and corporate statutory law and applies that analysis to defy conventional concepts and theories in economics, finance, investment, and accounting and expose the artificial boundaries established by decades of research founded on indefensible assumptions and fallacious conclusions. Using the Humpty Dumpty principle, where words mean what the authors want them to mean, economists have created "strange new worlds" where contract law, property law, agency law, and corporate statutory law no longer apply. The author dismantles the theory of the firm by proving the theory of the firm wilfully and intentionally ignores fundamental contract law, property law, agency law, and corporate statutory law. Contrary to the theory of the firm, shareholders do not own corporations, directors are not agents of shareholders, and shareholders are not investors in corporations. The author proves that by property law and corporate law, capital is not privately owned by capitalists but by corporations. Entire economic and social systems have been constructed that have no basis in law. With the advent of publicly traded corporations, the capital is there, but both capitalists and capitalism have been rendered extinct. This book will appeal to researchers and graduate and upper-level undergraduate students in economics, finance, accounting, law, and sociology, as well as legal scholars, attorneys and accountants.

This hugely informative and wide-ranging analysis on the management of projects, past, present and future, is written both for practitioners and scholars. Beginning with a history of the discipline’s development, Reconstructing Project Management provides an extensive commentary on its practices and theoretical underpinnings, and concludes with proposals to improve its relevancy and value. Written not without a hint of attitude, this is by no means simply another project management textbook. The thesis of the book is that ‘it all depends on how you define the subject’; that much of our present thinking about project management as traditionally defined is sometimes boring, conceptually weak, and of limited application, whereas in reality it can be exciting, challenging and enormously important. The book draws on leading scholarship and case studies to explore this thesis. The book is divided into three major parts. Following an Introduction setting the scene, Part 1 covers the origins of modern project management – how the discipline has come to be what it is typically said to be; how it has been constructed – and the limitations of this traditional model. Part 2 presents an enlarged view of the discipline and then deconstructs this into its principal elements. Part 3 then reconstructs these elements to address the challenges facing society, and the implications for the discipline, in the years ahead. A final section reprises the sweep of the discipline’s development and summarises the principal insights from the book. This thoughtful commentary on project (and program, and portfolio) management as it has developed and has been practiced over the last 60-plus years, and as it may be over the next 20 to 40, draws on examples from many industry sectors around the world. It is a seminal work, required reading for everyone interested in projects and their management.