I've been enjoying my new job a great deal, but few days bring the unmitigated pleasure I experienced last Friday afternoon when Phillip Blumberg and Kurt Strasser dropped in for a scheduled but (at least nominally) unexplained appointment. I would have been prepared to listen to any request or criticism from two of our esteemed former leaders and now dearest colleagues. Fortunately, what I received instead was a personal presentation of the newest volume in the masterful treatise on the Law of Corporate Groups, written by Phillip and Kurt along with our former colleague Nick Georgakopoulos and our neighbor to the north, Eric Gouvin. This May 2007, Wolters Kluwer volume, entitled The Law of Corporate Groups: Jurisdiction, Practice and Procedure resembles Volume I in the two previous editions, yet it is designed in some ways to constitute a self-contained volume for those eager to have the most up-to-date report on what are perhaps the most important of all the issues in our colleagues' broad coverage of this otherwise understudied topic.
For those of you who have watched with detached admiration as this unrivalled treatise has unfolded over the years, I urge you to find time to dive in. Facts, Justice Holmes once said, are stubborn things, but as they accumulate over the years, laws and cases become stubborn things as well. So you can't underestimate the beauty of seeing first rate scholars take the time to confront so much of the law as it is before launching into an analysis of what it should be. And, of course, the treatise contains many facts as well. Did you know, for example, that the mean number of subsidiaries of America's 100 largest non-financial corporations is 150?
At the root of this extraordinarily ambitious work is the core appreciation of the failure of the "piercing the corporate veil" doctrine to resolve coherently the many distinct situations that arise in assessing when courts have jurisdiction over which corporate entities. {The jurisprudence teacher within me might note that such failures will inevitably plague all sorts of multi-part legal tests - but I digress} Replacing this doctrine with the alternative idea of "enterprise liability" is what makes this not simply a summary of the law but a reconceptualization as well. The fact that so many courts are partners in the reconceptualization makes our colleagues work just that much more successful. In an era when so many have lost the fortitude to contribute to legal scholarship in this way, it is inspiring to watch the treatise format come to life so vividly here on our lovely campus. Phillip and Kurt, we don't know how you do it. But we can certainly take to time to applaud the effort.
Bravo. J
