EFTA01378462.pdf

Page 40 21 Health Matrix 189, * n68 See BAINBRIDGE. supra note 11. at 100-05. n69 See id. at 104. n70 See. e.g.. Edward B. Rock, Saints and Simers: How Does Delaware Corporate Law Work. 44 UCLA L. REV. 1009, 1013- 1016 (1997) (arguing that "Delaware opinions can be understood as providing a set of parables-instructive tales-of good managers and bad managers": these tales then "provide a supplemental source of gossip, criticism, and sanction for this set of actors [i.e., directors and officersr); see also Lyman Johnson. Counter-Narrative in Corporate Law. Saints and Sinners, Apostles and Epistles, 2009 MICH. STATE L. REV. 847 (2039) (extending Rock's thesis with special reference to the role of the business press). n71 See BAINBRIDGE. supra note 11. at 134-53. n72 Fairfax, supra note 26, at 816 n.223 ("Indeed, the consistency principle suggests that the multiplicity problem may undermine achievement of all the goals encompassed by the stakeholder rhetoric. including goals associated with shareholder concerns."). This is precisely the problem, and the reason why behavioral insights about trust discourse must not be used to try to deepen shareholder primacy. n73 FRANK EASTERBROOK & DANIEL FISCHEL. THE ECONOMIC STRUCTURE OF CORPORATE LAW 38 (1991). The 'two masters" formulation is an allusion to the Gospel of Matthew. Matthew 6:24 (Revised Standard Version) ("No one can serve two masters: for either he wit either hate the one and love the other, he will or be devoted to one and despise the other. You cannot serve God and mammon."). n74 See BAINBRIDGE. supra note 11. at 45-50, 60-65. n75 See Hill & O'Hara. supra note 60. at 1720. 1745. n76 Fairfax, supra note 26. at 803. n77 Hill & O'Hara, supra note 60, at 1720. n78 See supra text accompanying notes 41-56. n79 Kahan refers to this as the requirement of "expressive candor." Kahan, supra note 45, at 145. For internal use only CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0075641 CONFIDENTIAL SDNY_GM_00221825 EFTA01378462