Cardozo Law Review
Abstract
In the summer of 1982 1 was contacted by the incumbent Minister of Justice of the State of Israel, Mr. Moshe Nissim. Nissim asked me to accept the commission of drafting a brand new and fully cohesive corporate code to replace our current, antiquated Companies Ordinance. I consented at once. Having consented, it occurred to me to reflect on the meaning of that little word, "cohesive," which was used-quite inadvertently, I presume-in Minister Nissim's solicitation. I finally came to interpret it as a sort of puzzle, or perhaps a quiz, which the resulting product, the corporate code, was crafted to solve. The puzzle goes, more or less, like this: Corporate players, whether they be directors or stockholders, creditors or managers, are, by and large, consenting adults. Surely, they know what is best for them. They know it better than I do, and certainly they know it better than the members of any legislative assembly. What business does the legislature have in meddling in the players' free contracts or in the resulting governance molds which they find fit to iron out for themselves? Wouldn't any regulatory regime be automatically inferior to any freely negotiated regime among corporate players?
Keywords
Business and the Law, Comparative and Foreign Law, Labor Law, Sports Law, Labor Relations, Labor
Disciplines
Comparative and Foreign Law | Entertainment, Arts, and Sports Law | Labor and Employment Law | Law
Recommended Citation
Uriel Procaccia,
Crafting a Corporate Code from Scratch,
17
Cardozo L. Rev.
629
(1996).
Available at:
https://larc.cardozo.yu.edu/clr/vol17/iss3/6
Included in
Comparative and Foreign Law Commons, Entertainment, Arts, and Sports Law Commons, Labor and Employment Law Commons