Open Access. Powered by Scholars. Published by Universities.®
- Institution
- Publication
- File Type
Articles 1 - 4 of 4
Full-Text Articles in Entire DC Network
Anti-Sharing As A Theory Of Partnerships And Firms, Robert D. Cooter, Roland Kirstein
Anti-Sharing As A Theory Of Partnerships And Firms, Robert D. Cooter, Roland Kirstein
Robert Cooter
Anti-Sharing may improve the efficiency of teams. The Anti-Sharer collects a fixed payment from all team members; he receives the actual output and pays out its value to them. However, if a team members assumes the role of an "internal" Anti-Sharer, he will be unproductive in equilibrium. Hence, internal Anti-Sharing fails to yield the first-best outcome. External Anti-Sharing may induce the team members to choose efficient effort. The paper presents possible applications of Anti-Sharing: while internal Anti-Sharing may provide an explanation for the existence of senior (or managing) partners, external Anti-Sharing leads to a new theory of the incorporated firm.
Understanding Maryland's Business Judgment Rule, Bernard S. Sharfman
Understanding Maryland's Business Judgment Rule, Bernard S. Sharfman
Bernard S Sharfman
No abstract provided.
From Incongruity To Cooperative Federalism, Reza Dibadj
From Incongruity To Cooperative Federalism, Reza Dibadj
Reza Dibadj
The conventional wisdom has been that state law governs internal affairs, and federal law governs disclosure. This reassuring construct, however, has little basis in today's reality. Left alone, states have not provided adequate shareholder protections: state securities laws were historically anemic, and the regulatory reach of state corporate law shrank under a prevailing contractarian ethos. As consequence, beginning in 1933, federal securities laws emerged to regulate many internal affairs. Curiously, however, as federal regulation has grown and become increasingly preemptive over the past decade, it has often decreased shareholder protections. As a consequence, some states have recently reversed course, using …
Delayering Corporate Law, Reza Dibadj
Delayering Corporate Law, Reza Dibadj
Reza Dibadj
Corporate law has become unnecessarily complicated. Despite the proliferation of laws, problems fester and scandals erupt. Something is wrong. This Article seeks to delayer corporate law - to strip it down to its essence - and after doing so, offer concrete suggestions for reform. It is a first step toward a new minimalist architecture for corporate law. The Article begins by arguing that the core of state corporate law - corporation statutes and fiduciary duties - currently offer precious little protection to shareholders. Contractarianism, manifested through enabling statues, reflects weak economics. Existing fiduciary duties are little more than rhetorical flourish. …