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Mergers, hostile takeovers, plant closings, and other fundamental corporate changes cause enormous disruption in the lives of everyone connected with firms that experience such events. Workers, managers, customers, suppliers, and their families are all significantly affected. Philanthropists, rival firms, and local governments also suffer significant disruption. The larger a firm is in relation to the size of the community in which it operates, the greater the disruption any such change is likely to have. So, for example, when the United States Steel Company closed two steel plants in Youngstown, Ohio, it was accurate to note that: Steel has become an institution in the Mahoning Valley .... Everything that has happened in the Mahoning Valley has been happening for many years because of steel. Schools have been built, roads have been built. Expansion that has taken place is because of steel. And to accommodate that industry, lives and destinies of inhabitants of that community were based and planned on the basis of that institution: Steel.'. This Article attempts to develop a framework for thinking about the legal treatment of various groups affected by fundamental corporate changes. In the past, no external actors had a legal right to affect the fate of a corporation, which, acting through its board of directors or shareholders, could dispose of its assets in any way it wished. 2 More recently,

Externalities, Firm-Specific Capital Investments, and the Legal Treatment of Fundamental Corporate Changes