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The Second Most Important Corporate Law Decision of the 20th Century

In response to my nomination of Smith v. Van Gorkom as the most important corporate law opinion of the 20th century, Larry Ribstein suggests Basic v. Levinson.  This is cheating.  Or, perhaps more precisely, taking advantage of a loophole.  I meant state corporate law decision.  But let us accept, at least arguendo, Larry’s proposition that “no one can deny that” federal securities law comes under the “corporate law” umbrella.

Assuming we are going to broaden the scope of the inquiry to include securities law cases, however, Basic v. Levinson is still not the most important corporate law case of the 20th century.  It is undoubtedly important.  It almost certainly would make the top 10.  But it is not even number two behind Smith v. Van Gorkom.  Instead, that honor goes to JI Case v.  Borak.  Although there had been a few lower court cases pre-Borak finding an implied private right of action under rule 10b-5, it was in Borak that the Supreme Court validated the whole concept of allowing private attorneys general to bring implied private rights of action under the federal securities laws as a supplement to SEC enforcement of provisions lacking an express private right of action.  Take Borak off the table, and Basic v. Levinson never happens.