This Article deals with the historical development of corporate law in the United States, focusing in so doing on the promise and perils of quantification. The Article is part of a larger project where the authors have already deployed the “anti-director rights index” (“ADRI”), a well-known mechanism for quantifying the protection various nations’ corporate laws offer investors, to “score” Delaware corporate law from the turn of the twentieth century to the present day (http://ssrn.com/abstract=2079505). The authors are currently expanding their research by investigating two additional bodies of corporate law (Illinois and the Model Business Corporations Act) and by taking into account an “anti-self-dealing index” (“ASDI”) that focuses on regulation of transactions between a company and those who control it. They identify in this Article various reasons for undertaking a quantitative, historically-oriented analysis of U.S. corporate law. This Article focuses primarily on the logistical challenges associated with such an inquiry. The authors indicate that it is impossible to code U.S. corporate law historically with clinical precision but nevertheless conclude that the quantification exercise in which they are currently engaging should provide sufficient insights to be worthwhile.
The full text of this Article is available to download as a PDF.