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How Do Llc Owners Contract Around Default Statutory Protections?, Peter Molk
How Do Llc Owners Contract Around Default Statutory Protections?, Peter Molk
UF Law Faculty Publications
Limited liability companies are built on the idea of contractual freedom. Unlike other business organization forms, most owner protections apply only by default to LLCs, which are free to waive or modify them as desired. This freedom promises economic efficiency if parties are sophisticated but raises the potential for opportunism by relatively more sophisticated managers and majority owners. While companies ranging from small landscape firms to Chrysler and Fidelity organize as LLCs, remarkably little is known about whether or how LLCs use this contractual flexibility. I analyze the operating agreements of 283 privately owned LLCs organized under Delaware and New …
Bargaining In The Shadow Of The European Microsoft Decision: The Microsoft-Samba Protocol License, William H. Page, Seldon J. Childers
Bargaining In The Shadow Of The European Microsoft Decision: The Microsoft-Samba Protocol License, William H. Page, Seldon J. Childers
UF Law Faculty Publications
The Microsoft-Samba agreement is by far the most important tangible outcome of the European Microsoft case. The EC’s other remedial order in the case, which required Microsoft to create a version of Windows without Windows Media Player, was an embarrassing failure. The Samba agreement, however, is significant because it requires Microsoft to provide, to its most important rival in the server market, detailed documentation of its communications protocols, under terms that allow use of the information in open source development and distribution. There is good reason to believe that Samba will be able to use the information to compete more …
A Price Theory Of Legal Bargaining: An Inquiry Into The Selection Of Settlement And Litigation Under Uncertainty, Robert J. Rhee
A Price Theory Of Legal Bargaining: An Inquiry Into The Selection Of Settlement And Litigation Under Uncertainty, Robert J. Rhee
UF Law Faculty Publications
Conventional wisdom says that economic surplus is created when the cost of litigation is foregone in favor of settlement, a theory flowing from the Coase Theorem. The cost-benefit analysis weighs settlement against the expected value of litigation net of transaction cost. This calculus yields the normative proposition that settlement is a superior form of dispute resolution and so most trials are considered errors. While simple in concept, the prevailing economic model is flawed. This article is a theoretical inquiry into the selection criteria of settlement and trial. It applies principles of financial economics to construct a pricing theory of legal …