Theories of the Corporation

As used in this Essay, the terms "management" or "managers" refer collectively to the corporation's board of directors and senior officers.45. Horwitz, supra note 5, at 184-85.Some states also held directors personally liable for dividend payments that rendered a corporation insolvent, for debts contracted while loans were outstanding to shareholders, for permitting debts to exceed capital, or for issuing stock in return for