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Full-Text Articles in Law
The Marginalist Revolution In Corporate Finance: 1880-1965, Herbert J. Hovenkamp
The Marginalist Revolution In Corporate Finance: 1880-1965, Herbert J. Hovenkamp
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During the late nineteenth and early twentieth centuries fundamental changes in economic thought revolutionized the theory of corporate finance, leading to changes in its legal regulation. The changes were massive, and this branch of financial analysis and law became virtually unrecognizable to those who had practiced it earlier. The source of this revision was the marginalist, or neoclassical, revolution in economic thought. The classical theory had seen corporate finance as an historical, relatively self-executing inquiry based on the classical theory of value and administered by common law courts. By contrast, neoclassical value theory was forward looking and as a result …
A Comprehensive Theory Of Deal Structure: Understanding How Transactional Structure Creates Value, Michael S. Knoll, Daniel M. G. Raff
A Comprehensive Theory Of Deal Structure: Understanding How Transactional Structure Creates Value, Michael S. Knoll, Daniel M. G. Raff
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No abstract provided.
Neoclassicism And The Separation Of Ownership And Control, Herbert J. Hovenkamp
Neoclassicism And The Separation Of Ownership And Control, Herbert J. Hovenkamp
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"Separation of ownership and control" is a phrase whose history will forever be associated with Adolf A. Berle and Gardiner C. Means' The Modern Corporation and Private Property (1932), as well as with Institutionalist economics, Legal Realism, and the New Deal. Within that milieu the large publicly held business corporation became identified with excessive managerial power at the expense of stockholders, social irresponsibility, and internal inefficiency. Neoclassical economists both then and ever since have generally been critical, both of the historical facts that Berle and Means purported to describe and of the conclusions that they drew. In fact, however, within …
Private Equity's Three Lessons For Agency Theory, William W. Bratton
Private Equity's Three Lessons For Agency Theory, William W. Bratton
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No abstract provided.
The New Dividend Puzzle, William W. Bratton
The New Dividend Puzzle, William W. Bratton
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No abstract provided.
The Academic Tournament Over Executive Compensation, William W. Bratton
The Academic Tournament Over Executive Compensation, William W. Bratton
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No abstract provided.
Rules, Principles, And The Accounting Crisis In The United States, William W. Bratton
Rules, Principles, And The Accounting Crisis In The United States, William W. Bratton
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The Sarbanes-Oxley Act and the Securities Exchange Commission move too quickly ·when they prod the Financial Accounting Standards Board, the standard setter for US GAAP, to move immediately to a principles-based system. Priorities respecting reform of corporate reporting in the US need to be ordered more carefully. Incentive problems impairing audit performance should be solved first through institutional reform insulating the audit from the negative impact of rent-seeking and solving adverse selection problems otherwise affecting audit practice. So long as auditor independence and management incentives respecting accounting treatments remain suspect. the US reporting system holds out no actor plausibly positioned …
Gaming Delaware, William W. Bratton
Delaware Law As Applied Public Choice Theory: Bill Cary And The Basic Course After Twenty-Five Years, William W. Bratton
Delaware Law As Applied Public Choice Theory: Bill Cary And The Basic Course After Twenty-Five Years, William W. Bratton
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No abstract provided.
Taxing Prometheus: How The Corporate Interest Deduction Discourages Innovation And Risk-Taking, Michael S. Knoll
Taxing Prometheus: How The Corporate Interest Deduction Discourages Innovation And Risk-Taking, Michael S. Knoll
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This paper uses recent developments in the theory of optimal capital structure to demonstrate how the federal corporate income tax with an interest deduction, but without a corresponding dividend deduction, misallocates capital within the corporate sector by encouraging investment in low-risk, low-growth projects employing tangible assets over high-risk, high-growth projects employing intangible assets.
Bargaining And The Division Of Value In Corporate Reorganization, Howard F. Chang, Lucian A. Bebchuk
Bargaining And The Division Of Value In Corporate Reorganization, Howard F. Chang, Lucian A. Bebchuk
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No abstract provided.