Аннотация:I will not attempt to divide the rest of my professorial colleagues into two camps, but, lest I appear to be feigning neutrality, I would acknowledge that I am closer to the mandatory end of the continuum, although clearly not as close as those listed above.However, I argue that what is most mandatory is not a particular rule, but rather the use of courts as an ex post dispute resolution mechanism to resolve those issues and contingencies that the inevitable incompleteness of the corporate contract leaves open.The critical issue is what criteria should guide courts in the exercise of their gap-filling responsibility.In this Article, I argue that courts should perform their ex post role by seeking to create ex ante incentives for the disclosure of private information.That is, courts should construe the fiduciary constraints of corporate law strictly unless the parties have opted out from them in a fashion that permits accurate pricing of the departure.This position is, I argue, both different from and superior to the traditional contractarian and anticontractarian positions.2. Among lawyers, the leading proponents of the enabling perspective are Judge
