We are reviewing a case by the CA Supreme Court, Justice Roger Traynor is the author. Minton v Caveney is the case. Here's Donaher --
Two things you should know about Traynor. One, he likes to quote Traynor. Two, he never misses an opportunity to craft new law, especially in situations where the existing law served just fine.Now here are a few things to know about Donaher.
He used to do his entire 1-hour lecture from memory, walking back and forth.
He always wore crisp 3-piece suits, always looked like he was prepared to handle any legal/business wrongdoing at an IBM board meeting.
He believed that corporations are man's highest achievement, and have freed us from manual labor, and put food on our tables, roofs over our heads, clothes on our bodies.
He thought that nobody should be allowed to meddle in the corporation's affairs except the corporation's employees, officers and directors. He didn't like shareholder lawsuits one bit. He saw shareholders as economic stakeholders, not democratic participants.
And, as indicated from the quote above, he despised Roger Traynor's jurisprudence.
At the time I was taking the class, I was impressed by Donaher's memorization skills, but hardly ever agreed with his perspective. He wasn't ever wrong about the status of the law -- the whats, wheres and whens were solid ground. But the whys and hows, that's where Donaher frustrated me.
When it came time to discuss piercing the corporate veil (PCV)FN, Donaher was emphatic about how good
it is that it's nearly impossible to succeed in a PCV action. He never came out directly and said that corporations deserve tyrannical power over the people their business operations affect, but that's how he saw things.
To be fair, Donaher's perspective wasn't in the minority, and actually was representative of the majority of professors and legal theorists about the operation and value of the corporate form.
These are the values conveyed to the mushminded sponge-like brain of a law student who wants to do well and get ahead.
Is it any wonder that corporations dominate American society in so many ways?
FN -- Not to be confused with positive crankcase ventilation.