Organizing the Socio-Legal Study of Business Associations

In Criteria for Good Laws of Business Association1, Professor William Klein has provided useful normative parameters for the law of business associations. I believe, however, that we still have much work to do in trying to understand the positive parameters of the law, especially in a field where the object of study continues to evolve rapidly. This essay draws from the spirit of Klein's Criteria Project to suggest three major areas of socio-legal inquiry into the law of business associations, namely, private governance, the political economy of business associations, and the role of business association law in facilitating entrepreneurship. It also argues that such inquiry should be conducted through close empirical fieldwork. Much corporate law scholarship has been driven by high theory,2 and much of this inevitably has a normative bent. Although steeped in both the major theoretical debates and the finer points of legal doctrine, I have admired William Klein's scholarship less for its normative content than for its challenge of conventions and assumptions, always in ways that point to interesting empirical questions. For anyone interested in a more robust agenda for socio-legal understanding of contemporary business association, Klein's Criteria Project provides the beginnings of a useful roadmap for identifying the positive parameters for organizing the study of business associations. In some ways, however, Klein's categorization periodically mixes functions that could be usefully disaggregated and reconfigured. Therefore, the task of this brief essay is to identify what I think is most salient in Klein's criteria for the socio-legal scholar seriously interested in studying the institutions that govern contemporary business associations.