Ron Harris


In this short Essay, the author consider the team production theory developed by Margaret Blair and Lynn Stout1 from a historical perspective, in three senses. First, does the theory fit the historical use of the corporate form? Second, can it explain the development of corporation law doctrines? And third, can we place the development of the theory as such into the intellectual history of corporation theories at large? The author will state my bottom line up front: while the Article finds the team production theory insightful and useful for my historical research, for teaching corporation law, and for thinking about contemporary corporate problems, the author is unable to position the theory in the three above-mentioned senses: the history of the corporation, the history of corporation law, and the history of the theory itself. This Essay first considers the changing function of the corporation. It argues that the corporate form has solved different problems in different periods and different contexts. It next discusses the history of legal doctrines and argue that the history of various corporate law doctrines does not support a coherent switch to doctrines that uphold the team production theory. At the time when some doctrines became more supportive of the theory, others undermined it. Third, and finally, this Essay considers the intellectual history of corporation theories. It argues that the theoretical discourse regarding the purpose of the corporation is not uniform. One cannot identify clear timing for the decline of other theories and for the rise of the team production theory. The team production theory and the agency theory coexist. As we shall see, they are designed to solve different problems, and, therefore, can coexist in different types of corporations.