From Uber to “legalized” marijuana businesses, examples of companies pushing or even transgressing legal boundaries are ubiquitous. Corporate law takes a dim view of law breaking, enabling the chartering of corporations only for a lawful purpose and denying business judgment rule protection for knowing violations of the law. The legal literature has not been as uniformly opposed or clear in disaffirming unlawful activity, but it has focused primarily on two issues: whether corporations can use a cost-benefit approach to law breaking and how to fit intentional violations of law into the framework of fiduciary duties.

In a forthcoming article, I aim to enrich this account by examining varied instances in which corporations subvert, transgress, challenge, dissent from and refuse to comply with the law—all, broadly construed, as forms of disobedience.

(more…)