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Articles
Specific Investment: Explaining Anomalies in Corporate Law
This Article has two goals: to praise Professor Robert Clark as a remarkable corporate scholar, and to explore how his work has helped to advance our understanding of corporations and corporate law. Clark wrote his classic treatise at a time whencorporate scholarship was dominated by a principal-agent paradigm that viewed shareholders as the principals or sole residual claimants in public corporations and treated directors as shareholders' agents. This view naturally led contemporary s...
Major Changes Lead Us Back To Basics (A Response to the Symposium on My Treatise)
The Rhetoric of Corporate Law: The Impact of Stakeholder Rhetoric on Corporate Norms
I. Introduction.II. The Battle Of Norms: The Evolution Of The Shareholder Primacy And Stakeholder Theories.A. Stakeholder Theory Reconsidered. B. The Persistence of Shareholder Primacy Rhetoric.1. The Case for Shareholder Primacy's Dominance.2. The Rebuttal.3. The Reaffirmation. C. Concluding Assessments.III. The Evidence On Stakeholder Rhetoric. A. Corporate Documents and Websites.B. Codes of Conduct.C. Corporate Infrastructure.D. Business Schools and MBA Students. E. Corporate Organizations...
Measuring Efficiency in Corporate Law: The Role of Shareholder Primacy
The shareholder primacy norm defines the objective of the corporation as maximization of shareholder wealth. Law and economics scholars have incorporated the shareholder primacy norm into their empirical analyses of regulatory efficiency. An increasingly influential body of scholarship uses empirical methodology to evaluate legal rules that allocate power within the corporation. By embracing the shareholder primacy norm, empirical scholars offer normative assessments about regulatory choices ...
After Dura: Causation in Fraud-on-the-Market Actions
I. Causation In Actions Based On Traditional Reliance.A. The Origins of the Transaction Causation/Loss Causation Framework.B. The Transaction Causation/Loss Causation Framework Fits Traditional Reliance Based Actions Reasonably Well.II. Causation In Fraud-On-The-Market Cases.A. The Difference in Causal Link.B. The Transaction Causation/Loss Causation Framework Fits Fraud-on-the- Market Actions Poorly.1. Transaction Causation.2. Loss Causation.C. The Pre-Dura History of the Application of the ...
How Close is the End of History?
The Contractarian Theory of Corporate Law: A Generation Later
I. A Brief Review Of The Contractarian Theory Of Corporate Law.II. Diversity In Corporate Contracts?A. Diverse Non-Contracts.B. Uniform Contracts.1. Incorporation Choices.2. Choice of Charter Terms.III. Why Do Firms Choose Uniform Contracts? A. Does One Size Fit All? B. Learning and Network Externalities as Impediments to Customization.IV. Implications And Conclusion
I. Introduction.II. Clark's Commentary. III. The Internal Controls Story From 1986 To 2001. IV. Sarbanes-Oxley And The Architecture Of Internal Controls. V. Interpreting "Reasonable Assurances".A. Managerial Incentives.B. Costs.C. Benefits.1. From Shareholders to Investors.2. Alternative Visions: Efficient Markets and Agency Costs. 3. Stakeholders and Social Licenses VI. Effects . VII. Surveillance, Networks, And An Aside About Corporate Law's Appendix A. VIII. Conclusion
I. Introduction.II. Clark's Commentary. III. The Internal Controls Story From 1986 To 2001. IV. Sarbanes-Oxley And The Architecture Of Internal Controls. V. Interpreting "Reasonable Assurances".A. Managerial Incentives.B. Costs.C. Benefits.1. From Shareholders to Investors.2. Alternative Visions: Efficient Markets and Agency Costs. 3. Stakeholders and Social Licenses VI. Effects . VII. Surveillance, Networks, And An Aside About Corporate Law's Appendix A. VIII. Conclusion
The Nature of Conflicts of Interest Within the Firm
I. Introduction .II. Understanding Conflicts Within The Firm.A. Coase and Corporate Governance.B. Practical Examples of the Conflicts. 1. Blackmore Partners v. Link Energy.2. High River Ltd. P'ship v. Mylan Labs., Inc. 3. Marciano v. Nakash. C. Conflicts Through a Contracting Lens.II. Dealing With Conflicts.IV. Conclusion
The Entrepreneur and the Theory of the Modern Corporation
I. Introduction. II. The Role Of Private Property And The Individual Entrepreneur In Traditional "Free Market" Ideology. III. The Entrepreneur And The Modern Corporation; Law And Economics Diverge. IV. The Nexus-Of-Contracts Paradigm And The Entrepreneur; Law And Economics Meet Again. V. The Classical Entrepreneur Within The Modern Corporation-Frank Knight Revisited. VI. Does The Theory Of Entrepreneur Primacy Contribute To A Descriptive Account Of The Corporation? A. "Bainbridge-Style" Direc...
I. Introduction. II.Foundational Understandings. A. Good Faith and Loyalty. B. The Governance Role of Collective Shareholder Action.III.A Thorn In All Sides . A. Shareholder Primacy and Board Autonomy.B. Delaware Takeover Law from a Shareholder Primacy Perspective.C. Delaware Takeover Law from a Board Autonomy Perspective.D. Court Theories.IV.The Distinction Between Operating Power And Coordinating Power.A. Operating Power.B. Coordinating Power.1. General Concept.2. Collective Selling.V.Un...
Federal Corporate Law: Torts and Fiduciary Duty
I. Traditional Securities Law: Identifying The State Law That Needs To Be Fixed. A. The Federal Securities Statutes: The Tort Foundation in Deceit.B. Constructive Fraud and its Overlap with Fiduciary Duty.C. The Return to Tort and a New Basis for Federal Securities Regulation of the Behavior of Corporate Managers. II. Federal Securities Fraud And Its Link To The Common Law Fraud Template. III. If Securities Fraud Is Based On Deceit, What Would Tort Law Expect. Securities Fraud To Do? A. The ...
Federal Corporate Law: Torts and Fiduciary Duty
I. Traditional Securities Law: Identifying The State Law That Needs To Be Fixed. A. The Federal Securities Statutes: The Tort Foundation in Deceit.B. Constructive Fraud and its Overlap with Fiduciary Duty.C. The Return to Tort and a New Basis for Federal Securities Regulation of the Behavior of Corporate Managers. II. Federal Securities Fraud And Its Link To The Common Law Fraud Template. III. If Securities Fraud Is Based On Deceit, What Would Tort Law Expect. Securities Fraud To Do? A. The ...
