Corporation law and economics

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Author: Stephen M. Bainbridge

Publisher: Foundation Pr

ISBN: N.A

Category: Business & Economics

Page: 884

View: 9805

Corporations classes present students with two related problems: First, many students have trouble understanding the cases studied because they do not understand the transactions giving rise to those cases. Second, Corporations classes at many law schools are taught from a law and economics perspective, which many students find unfamiliar and/or daunting. Yet, with few exceptions, corporate law treatises and other study aids have essentially ignored the law and economics revolution. Corporations Law and Economics is intended to remedy these difficulties. The pedagogy is up-to - date, with a strong emphasis on the doctrinal issues taught in today?s Corporations classes and, equally important, a mainstream economic analysis of the major issues in the course. As such, the text is coherent and cohesive: It provides students not only with an overview of the course, but also (and more importantly) with a unifying method of thinking about the course. Using a few basic tools of law and economics-price theory, game theory, and the theory of the firm literature-students will come to see corporate law as the proverbial ?seamless web.? Finally, the text is highly readable: The style is simple, direct, and reader- friendly. Even when dealing with complicated economic or financial issues, the text seeks to make those issues readily accessible.

Corporate Law and Economic Analysis

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Author: Lucian Arye Bebchuk

Publisher: Cambridge University Press

ISBN: 9780521022835

Category: Business & Economics

Page: 336

View: 7082

The past decade has brought certain corporate transactions and arrangements to the forefront of public attention and debate. At the same time, a new mode of corporate law analysis has been developed--one that uses economics to identify the consequences and desirable features of corporate law rules. This collection of papers uses economic analysis to study some of the main issues in corporate law. By collecting work at the frontier of this method of analysis, the volume provides a clear picture of the power, current state, and future direction of the economic analysis of corporate law. Written by some of the most prominent contributors to the field, many of the papers focus directly on the corporate control transactions that have attracted much interest and controversy in the past decade--corporate takeovers, buyouts, recapitalizations, and reorganizations.

The Law and Economics of Corporate Governance

Changing Perspectives

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Author: Alessio M. Pacces

Publisher: Edward Elgar Publishing

ISBN: 1849807086

Category: Law

Page: 320

View: 2029

In this timely book, the law and economics of corporate governance is approached from a range of angles. This study reveals that perspectives are changing: they differ between the economic and the legal standpoint; they vary across countries; they evolve over time. A group of leading scholars offer their views some provide fresh empirical evidence on existing theories and others attempt to develop new theoretical insights based on empirical puzzles. They all analyse the economics of corporate governance with a view to how it should, or should not, be regulated. Economic analysis of law proves to be the common language for understanding corporate governance on both sides of the Atlantic. The law and economics approach is applied to topical issues in the international debate, such as the harmonization of company laws; regulatory competition; determinants of separation of ownership and control; enforcement of investor protection; and the political economy of corporate governance.

Law and Economics

Alternative Economic Approaches to Legal and Regulatory Issues

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Author: Margaret Oppenheimer,Nicholas Mercuro

Publisher: M.E. Sharpe

ISBN: 9780765613318

Category: Business & Economics

Page: 448

View: 1062

The economic analysis of legal and regulatory issues need not be limited to the neoclassical economic approach. The expert contributors to this work employ a variety of heterodox legal-economic theories to address a broad range of legal issues. They demonstrate how these various approaches can lead to very different conclusions concerning the role of the law and legal intervention in a wide array of contexts. The schools of thought and methodologies represented here include institutional economics, new institutional economics, socio-economics, social economics, behavioral economics, game theory, feminist economics, Rawlsian economics, radical economics, Austrian economics, and personalist economics. The legal and regulatory issues examined include anti-trust and competition, corporate governance, the environment and natural resources, land use and property rights, unions and collective bargaining, welfare benefits, work-time regulation and standards, sexual harassment in the workplace, obligations of employers and employees to each other, crime, torts, and even the structure of government. Each contributor brings a different emphasis and provides thoughtful, sometimes provocative analysis and conclusions. Together, these heterodox insights will provide valuable supplementary reading for courses in law and economics as well as public policy and business courses at both the graduate and undergraduate levels.

Rethinking Corporate Governance

The Law and Economics of Control Powers

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Author: Alessio Pacces

Publisher: Routledge

ISBN: 1135099413

Category: Law

Page: 496

View: 3058

The standard approach to the legal foundations of corporate governance is based on the view that corporate law promotes separation of ownership and control by protecting non-controlling shareholders from expropriation. This book takes a broader perspective by showing that investor protection is a necessary, but not sufficient, legal condition for the efficient separation of ownership and control. Supporting the control powers of managers or controlling shareholders is as important as protecting investors from the abuse of these powers. Rethinking Corporate Governance reappraises the existing framework for the economic analysis of corporate law based on three categories of private benefits of control. Some of these benefits are not necessarily bad for corporate governance. The areas of law mainly affecting private benefits of control – including the distribution of corporate powers, self-dealing, and takeover regulation – are analyzed in five jurisdictions, namely the US, the UK, Italy, Sweden, and the Netherlands. Not only does this approach to corporate law explain separation of ownership and control better than just investor protection; it also suggests that the law can improve the efficiency of corporate governance by allowing non-controlling shareholders to be less powerful.

Research Handbook on the Economics of Corporate Law

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Author: Claire A. Hill,James L. Krusemark,Brett H. McDonnell,Solly Robbins

Publisher: Edward Elgar Publishing

ISBN: 1781005214

Category: Law

Page: 496

View: 9957

Comprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research. This important addition to the Research Handbooks in Law and Economics series provides insights into subjects such as the role of directors, shareholders, creditors and employees; empirical studies of litigation and shareholder activism; executive compensation; corporate gatekeepers; comparative law; and behavioral approaches to law and finance. Topics are organized within five sections: corporate constituencies, insider governance, gatekeepers, jurisdiction, and new theory. Taken as a whole, the volume serves as an introduction for those new to the field and as a reference for those unfamiliar with some of the topics discussed. Authoritative and accessible, the Research Handbook on the Economics of Corporate Law will be a valuable resource for students, scholars, and practitioners of corporate law and economics.

Reframing Corporate Governance

Company Law Beyond Law and Economics

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Author: Javier Reyes

Publisher: Edward Elgar Publishing

ISBN: 1785361058

Category: BUSINESS & ECONOMICS

Page: 256

View: 5824

This stimulating book offers an astute analysis of corporate governance from both a historical and a philosophical point of view. Exploring how the modern corporation developed, from Ancient Rome and the Middle Ages up to the present day, Javier Reyes identifies the strengths and weaknesses of the mainstream theory of the firm as put forward by the law and economics school of thought.

Corporate Law

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Author: Stephen M. Bainbridge

Publisher: N.A

ISBN: N.A

Category: Law

Page: 508

View: 7629

Corporations classes present students with two related problems: First, many students have trouble understanding the cases studied because they do not understand the transactions giving rise to those cases. Second, Corporations classes at many law schools are taught from a law and economics perspective, which many students find unfamiliar and/or daunting. Yet, with few exceptions, corporate law treatises and other study aids have essentially ignored the law and economics revolution. This book is intended to remedy these difficulties. The pedagogy is up-to - date, with a strong emphasis on the doctrinal issues taught in today s Corporations classes and, equally important, a mainstream economic analysis of the major issues in the course. As such, the text is coherent and cohesive: It provides students not only with an overview of the course, but also (and more importantly) with a unifying method of thinking about the course. Using a few basic tools of law and economics-price theory, game theory, and the theory of the firm literature-students will come to see corporate law as the proverbial "seamless web." Finally, the text is highly readable: The style is simple, direct, and reader- friendly. Even when dealing with complicated economic or financial issues, the text seeks to make those issues readily accessible.

Limited Liability

A Legal and Economic Analysis

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Author: Stephen M. Bainbridge,M. Todd Henderson

Publisher: Edward Elgar Publishing

ISBN: 1783473037

Category: Business & Economics

Page: 336

View: 2722

The modern corporation has become central to our society. The key feature of the corporation that makes it such an attractive form of human collaboration is its limited liability. This book explores how, by allowing those who form the corporation to limit their downside risk and personal liability to only the amount they invest, there is the opportunity for more risks taken at a lower cost.

Bibliography of Law and Economics

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Author: B. Bouckaert,G. de Geest

Publisher: Springer Science & Business Media

ISBN: 9401708932

Category: Law

Page: 667

View: 2523

Law and economics can be considered as the most exciting development in legal scholarship in recent decades. This volume is the first all-encompassing bibliography in this area. It lists approximately 7000 publications, covering the whole area of law and economics, including `old' law and economics (topics such as antitrust law, labor law, tax law, social security, economic regulation, etc.) as well as `new' law and economics with such topics as tort law, contract law, family law, procedure, criminal law, etc.). The volume also includes the literature on the philosophical foundations and the fundamental concepts of the approach. Part Two gives a special survey of law and economics publications in Europe, written in other languages than English. The Bibliography of Law and Economics is an invaluable reference work for students, scholars, lawyers, economists and other people interested in this field.

Law and Economics

Toward Social Justice

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Author: Dana Gold

Publisher: Emerald Group Publishing

ISBN: 1848553358

Category: Political Science

Page: 300

View: 6969

Explores the relationship between law and economics principles and the promotion of social justice. This title includes chapters that invoke the lens of corporate law theory or the corporate context as part of their analysis of the intersection of economics and social justice.

Organising the Firm

Theories of Commercial Law, Corporate Governance and Corporate Law

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Author: Petri Mäntysaari

Publisher: Springer Science & Business Media

ISBN: 9783642221972

Category: Law

Page: 167

View: 4667

The theoretical basis of commercial law, corporate governance law, and corporate law is still unsatisfactory. There essentially is no theory of commercial law, and existing theories of corporate governance and corporate law cannot explain the behaviour of firms or the contents of existing regulation. This book proposes a coordinated solution for all three areas. The starting point is that all three areas deal with the organisation of firms. Commercial law, corporate governance, and corporate law are therefore studied from the perspective of the firm rather than that of the judge or the investor. Changing the perspective makes it easier to formulate an "umbrella" theory of commercial law, and theories of corporate governance and corporate law as applications of the main theory. The book provides examples of how the proposed theories work by studying legal corporate governance tools and practices that increase the sustainability of the firm. Sustainability can be bolstered by making the governance model more self-enforcing and ensuring that it fosters innovation.

The New Corporate Governance in Theory and Practice

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Author: Stephen Bainbridge

Publisher: Oxford University Press

ISBN: 9780199713981

Category: Law

Page: 264

View: 507

Forty years ago, managerialism dominated corporate governance. In both theory and practice, a team of senior managers ran the corporation with little or no interference from other stakeholders. Shareholders were essentially powerless and typically quiescent. Boards of directors were little more than rubber stamps. Today, the corporate governance landscape looks vastly different. The fall-out from the post-Enron scandal and implementation of the Sarbanes-Oxley Act have resulted in shareholder activism becoming more widespread, while many observers call for even greater empowerment. The notion that the board of directors is a mere pawn of top management is increasingly invalid, and as a result, modern boards of directors typically are smaller than their antecedents, meet more often, are more independent from management, own more stock, and have better access to information. The New Corporate Governance in Theory and Practice offers an interdisciplinary analysis of the emerging board-centered system of corporate governance. It draws on doctrinal legal analysis, behavioral economic insights into how individuals and groups make decisions, the work of new institutional economics on organizational structure, and management studies of corporate governance. Using those tools, Stephen Bainbridge traces the process by which this new corporate governance system emerged, and explores whether such changes are desirable or effective.

The Anatomy of Corporate Law

A Comparative and Functional Approach

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Author: Ezra Ripley Thayer Professor of Law Reinier Kraakman,Hogan Lovells Professor of Law and Finance John Armour,Henry Hansmann,Senior Research Fellow Paul Davies, (Ga,Allen & Overy Professor of Corporate Law Luca Enriques,Oscar M Ruebhausen Professor of Law Henry Hansmann,Gerard Hertig,Klaus Hopt,Hideki Kanda,Mariana Pargendler

Publisher: Oxford University Press

ISBN: 019873963X

Category:

Page: 304

View: 5374

This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.

Benefit Corporation Law and Governance

Pursuing Profit with Purpose

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Author: Frederick Alexander

Publisher: Berrett-Koehler Publishers

ISBN: 1523083603

Category: Business & Economics

Page: 304

View: 7807

Corporations with a Conscience Corporations today are embedded in a system of shareholder primacy. Nonfinancial concerns—like worker well-being, environmental impact, and community health—are secondary to the imperative to maximize share price. Benefit corporation governance reorients corporations so that they work for the interests of all stakeholders, not just shareholders. This is the first authoritative guide to this new form of governance. It is an invaluable guide for legal and financial professionals, as well as interested entrepreneurs and investors who want to understand how purposeful corporate governance can be put into practice.

Law and Corporate Finance

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Author: Frank B. Cross,Robert A. Prentice

Publisher: Edward Elgar Publishing

ISBN: 9781847205346

Category: Business & Economics

Page: 230

View: 9501

The authors examine the role of the law in developing large financial markets necessary for national economic success. They discuss the basic foundational law of contracts, property and tort, corporate law, and securities law, providing both a broad theoretical and empirical case for its value in financial markets.

Corporate Law and Economic Stagnation

How Shareholder Value and Short-termism Contribute to the Decline of the Western Economies

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Author: Pavlos E. Masouros

Publisher: Eleven International Pub

ISBN: 9789490947828

Category: Law

Page: 342

View: 4779

The shift in the institutional logics of corporate governance towards shareholder value ('Great Reversal in Corporate Governance') coupled with shareholdership's increasing short-termism ('Great Reversal in Shareholdership') have cumulatively contributed to the low GDP growth rates that are observed in five major Western economies (France, Germany, the Netherlands, the UK, and the US) since the breakdown of the Bretton Woods system in the early 1970s. This book presents - through empirical data and with the help of the post-Keynesian theory of the firm - a historical causality chain: the two Great Reversals led to higher equity payout ratios and lower retention ratios in public corporations that in turn caused lower growth rates of (business) capital accumulation that in turn caused lower GDP growth rates. Corporate law has been an accomplice for the reorientation of corporate governance towards shareholder value, i.e. for the 'Great Reversal in Corporate Governance, ' and thus it indirectly shares the blame for the low rates of capital accumulation that have thrown the five major Western economies in a stagnation mode over the past four decades. The book introduces the post-Bretton Woods shareholder value index: a numerical legal index that shows the progress that the corporate laws of the five major Western economies covered have made at the shareholder value level during the post-Bretton Woods era. Corporate law rules have escalated the divestment of structurally long-termist institutional investors from equity positions and have preserved the trend towards shareholder short-termism that other legal and extra-legal institutions have directly caused. Corporate law has thus sustained the 'Great Reversal in Shareholdership' and hence it has contributed to the maintenance of the second factor that brought about the observed low growth rates in the five major Western economics over the past four decades. The book presents developments in the field of corporate law in the five major Western economies generating bias in favor of short-termism. 'Long Governance' emerges as the only way by which corporate law can fight stagnation. It is a management theory that calls management to set as a benchmark for its actions the long-run interests of all the shareholders who hold, have held, or will hold stock in the firm and also a legal concept requiring directors' duties to be discharged towards the maximization of long-term corporate welfare. Long Governance encourages also the provision of incentives, so that a class of long-termist shareholders, which can subsequently be empowered, can be created