University of Pennsylvania Carey Law School Penn Law: Legal Scholarship Repository Faculty Scholarship at Penn Law 7-1989 The New Economic Theory of the Firm: Critical Perspectives from History William W. Bratton University of Pennsylvania Carey Law School Follow this and additional works at: https://scholarship.law.upenn.edu/faculty_scholarship Part of the Business Organizations Law Commons, Contracts Commons, Corporate Finance Commons, Economic Theory Commons, Finance and Financial Management Commons, Jurisprudence Commons, Law and Economics Commons, and the Legal History Commons Repository Citation Bratton, William W., "The New Economic Theory of the Firm: Critical Perspectives from History" (1989). Faculty Scholarship at Penn Law. 833. https://scholarship.law.upenn.edu/faculty_scholarship/833 This Article is brought to you for free and open access by Penn Law: Legal Scholarship Repository. It has been accepted for inclusion in Faculty Scholarship at Penn Law by an authorized administrator of Penn Law: Legal Scholarship Repository. For more information, please contact
[email protected]. The New Economic Theory of the Firm: Critical Perspectives from History William W. Bratton, Jr.* INTRODUCTION Theories of the firm inform and undergird corporate law, 1 but they only intermittently appear as principal points in corporate law dis course. They stayed in the background during the half century ending in 1980, while a conception of the firm as a management power struc ture prevailed unchallenged in legal theory.2 The situation changed around 1980, when a new theory of the firm3 appeared, imported from economics. This "new economic theory of the firm" asserted a contrac tual conception. The firm, said its leading text, is a legal fiction that serves as a nexus for a set of contractual relationships among individual factors of production.4 According to the theory, corporate relation ships and structures could be explained in terms of contracting parties and transaction costs.