skepticlawyer

From time to time I review legal books for different professional publications. This one ran in the most recent issue of The Queensland Lawyer. As various people have found my law related posts useful, either for their own study or in order to engage further in legal debates, I’ve decided to start including selected book reviews for Catallaxy’s readers. My libertarian perspective informs my views of matters legal - as is known around these parts - and may therefore attract interested parties. The review is over the fold.

Before I came to review this book, I’d just finished Milton Friedman’s Capitalism and Freedom, and Friedman’s economist’s view of the role of the corporate personality - as an amoral vehicle for wealth creation - was brought to my mind again when the great economist died recently.

When I read Cassidy’s admirably clear summary, then, it was under Friedman’s shadow. Economists - as opposed to lawyers - conceive of two means of corporate regulation. There is the method adopted in Australia, and which is admirably outlined by Julie Cassidy in Concise Corporations Law. This consists of a detailed regime of legislation spelling out - in large part - what the common law has built up since Salomon. The alternative, of course, is to abandon a legislative scheme in favour of Hayekian evolutionary jurisprudence over time. There are arguments for both, of course, across much private law. Codification can clarify and classify, but also enmesh parties in red tape. Evolution can sometimes chase itself into blind alleys that in the end need to be righted legislatively (old system title, anyone?).

There is a sense in which Australia has probably proceeded too far down the regulatory path, and Cassidy captures this well, particularly in her clear outline of the CLERP 9 legislation. That said, Concise Corporations Law is not for the beginner: rather, it is a handy ready reckoner for someone who already understands the fundamental principles and needs to find a point of law quickly - under pressure before a settlement conference, or in response to an urgent need for information.

There is a danger - were a student to use the book for his whole sustenance - that important aspects of the development, history and complexity of company law could be glossed over. As someone with the sort of background and upbringing that did not value matters commercial - to the point where my first encounter with Friedman, Hayek and the Corporations Act was not until I’d turned 30, and started a law degree - I wanted background. I found I needed a couple of good casebooks and some of the ‘denser’ texts in order to appreciate exactly what Cassidy has achieved. However, for those to whom this sort of thing comes naturally, Cassidy’s work may well serve to introduce company law. I’d still be inclined to recommend further reading, though. Company law is a subject that repays repeated return to its core principles.

My only criticism is of the ‘mini-summaries’ of leading cases provided throughout the text. I realise this is very common in law textbooks these days, but I do wonder at its utility. The summaries are not as well written as the main body of Cassidy’s text, and often serve to oversimplify important concepts. Some students will inevitably rely on them, and I think there is something to be said for forcing people to read important case material. Whether removing the summaries would have the desired effect I do not know, but I suspect their inclusion actually detracts from an otherwise excellent text. There perhaps also needs to be a greater emphasis on the intersection between law and economics, and how the corporate structure is a vehicle for fundamental economic realities in a free-market system like ours.

All in all, a clear and useful summary, but not ideally suited to the beginner.