This article examines the law and economics of promoters' duties. It uses pragmatic philosophy to show how the doctrine developed in an anti-formalistic manner, which conformed to the instrumental goal of informing capital raising. Particularly notable in this respect is the flexible use of the separate legal entity concept. The article shows how promoters, duties form an efficient basis for the reform of the fundraising provisions, in particular for non-public offers by publicly-listed companies, and by small medium enterprises. A series of amendments are proposed in order to achieve that end more effectively, including a schedular approach to disclosure, changes to the role and tenure of the board, secondary default liabilities, a statutory damages action and a more liberal standing rule.