A DEAN of my acquaintance is fond of saying that every law school course should be a course in jurisprudence. No one ever put this precept into practice more fully than Frank Coker.Somehow, as our mutual colleague Leon Lipson once observed, Frank's jurisprudence rode unusually dose to the surface. Between his most specific statement and the most general philosophic premises underlying the statement there was a minimum of intermediate steps. And the few connecting links required were made to seem simple, even apparent. Frank's mind was elegant, in the sense that a great mathematical proof is elegant.This intellectual faculty--or perhaps it was the product of other facultiesgave Frank unusual power. He was exquisitely sensitive to the radiating implications of a thought-looking outward to the impact it would have on other thoughts, and looking inward to the assumptions and sub-assumptions implicitly asserted by it. His mind was fully emancipated from the slavery of a priori categories and the curse of Platonic realities. I have never knovm anyone who so rigorously kept symbol separate from referent, or who was as constantly conscious of his own thinking apparatus. He possessed a species of mental fluidity, an ability to envelop a problem from all sides and levels at once with no apparent shifting of gears or conscious crossing of barriers. His antennae were delicately tuned for the detection and weighing of relevancy along any axis of choice, or several axes at once. To these gifts was added an awesome capacity for deliberation and main intellectual effort.In consequence, Frank was never fooled by his own words; he was uncanny in his skill at spotting hokum; and no one ever found him in an ill considered position.A final test for a new idea was to expose it to Frank's talents-if you were willing to subject the newborn defenseless thing to the merciless dissection that he would turn upon it. He inspected an idea with the same sustained intensity and acuity as that with which Louis Aggasiz is said to have inspected a bird or a fish. Whenever I put an idea through this testing process with Frank, and it was often in the years we taught courses jointly, the result was always THE YALE LAW JOURNAL the same. Some steps in the analysis that bad seemed easy, or had not been identified as steps at all, were revealed as crucial and either doubtful or impossible. Other steps that had seemed difficult were made easy or, if their difficulty was confirmed, I learned much more of why they were difficult. And invariably some wholly new, and apparently very simple, insight would have been added to the problem as a whole-an insight revealing that the original problem was difficult because the wrong question was asked, or that the answer was hard because the problem could be proven internally insoluble, or that the answer was simple if worked out from another perspective or with another vocabulary. Consultation with Frank did not primarily produce extra information, or suggestions for research; it added new comprehension, new scales o...
"Corporation" has been an inflammatory word in American political history for more than a century. Recently, as this symposium manifests, the embers of controversy about corporations have again been fanned by a number of highly publicized scandals and by calls from a variety of quarters for a new round of corporate law reform. Some strident voices charge that the American corporation and American corporation law are in a condition of crisis that must promptly be met by major changes in the present system of corporate governance and by new state and federal regulation or federal chartering.The high noise level of these criticisms attracts public attention. But serious discussion of these matters calls for more than noise. We need to identify accurately what it is about existing corporation law that needs reforming, why it needs reform, what reform would best respond to the supposed need, what are the best instruments for achieving the allegedly needed reform, and what would be the costs and negative side effects of such reform. Ultimately, rational public policy debate demands that participants talk about one thing at a time and that if A and B are different, they not be treated as though they were the same. Those principles are not being followed in today's corporate law reform, as appears in the course of this article. Although I have, along the way, interjected some personal views on some of the issues discussed here, it is not my primary purpose to convert the reader to my own opinions. My hope is to help sort out the complex issues of corporate law reform and contribute analytically to the process of thinking straight about them.
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