Law Commons^™

Corporate Finance, Corporate Law And Finance Theory, Peter H. Huang, Michael S. Knoll

All Faculty Scholarship

No abstract provided.

Comparative Corporate Governance And The Theory Of The Firm: The Case Against Global Cross Reference, William W. Bratton, Joseph A. Mccahery

All Faculty Scholarship

Professors Bratton and McCahery take up the main questions addressed by the literature on comparative corporate governance: whether national governance systems can be expected to converge in the near future, and whether the focal point of that convergence will be a new, hybrid governance system comprised of the best practices drawn from different systems. This Article advances the view that neither global convergence that eliminates systemic differences nor the emergence of a hybrid best practice safely can be projected because each national governance system is a system to a significant extent. Each system, rather than consisting of a loose collection …

The Scope Of Private Securities Litigation: In Search Of Liability Standards For Secondary Defendants, Jill E. Fisch

All Faculty Scholarship

Recent federal court decisions have struggled to apply the Supreme Court's decision in Central Bank v. First Interstate to determine when outside professionals should be held liable as primary violators under section IO(b) of the Securities Exchange Act. In keeping with the Court's current interpretive methodology, Central Bank and its progeny employ a textualist approach. In this Article, Professor Fisch argues that literal textualism is an inappropriate approach for interpreting the federal securities laws generally and misguided in light of legislative developments post-dating the Central Bank decision. Instead, Professor Fisch advocates an approach that weighs Congress 's recent endorsement of …

Class Action Reform, Qui Tam, And The Role Of The Plaintiff, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

An Inquiry Into The Efficiency Of The Limited Liability Company: Of Theory Of The Firm And Regulatory Competition, William W. Bratton, Joseph A. Mccahery

All Faculty Scholarship

No abstract provided.

Taking Boards Seriously, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Dividends, Noncontractibility, And Corporate Law, William W. Bratton

All Faculty Scholarship

No abstract provided.

Relationship Investing: Will It Happen? Will It Work?, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

Taxing Prometheus: How The Corporate Interest Deduction Discourages Innovation And Risk-Taking, Michael S. Knoll

All Faculty Scholarship

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.

From Legitimacy To Logic: Reconstructing Proxy Regulation, Jill E. Fisch

All Faculty Scholarship

On October 16, 1992, after a comprehensive review of its system of proxy regulation and after two separate amendment proposals that drew more than 1700 letters of comment from the public, the Securities and Exchange Commission (the "Commission" or the "SEC") voted to reform the federal proxy rules. The reforms were "intended to facilitate shareholder communications and to enhance informed proxy voting, and to reduce the cost of compliance with the proxy rules for all persons engaged in a proxy solicitation.' The SEC explained the amendments by stating that the rules were "impeding shareholder communication and participation in the corporate …

Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton

All Faculty Scholarship

No abstract provided.

Corporate Law Through An Antitrust Lens, Edward B. Rock

All Faculty Scholarship

No abstract provided.

Public Values And Corporate Fiduciary Law, William W. Bratton

All Faculty Scholarship

No abstract provided.

Frankenstein's Monster Hits The Campaign Trail: An Approach To Regulation Of Corporate Political Expenditures, Jill E. Fisch

All Faculty Scholarship

No abstract provided.

The First Great Law & Economics Movement, Herbert J. Hovenkamp

All Faculty Scholarship

Beginning in the 1880s American economists turned their attention to the law in a way unprecedented in American thought. Some legal academics in turn incorporated economics into their thinking about the law. Whether their output or its impact were great enough to warrant calling their efforts a law and economics "movement" is worth debating. This essay argues that there was such a movement.

Four things account for the increasing interest in law and economics at the turn of the century: (1) the widespread application of evolutionary models to the development of both law and economic theory; (2) the influence of …

The New Economic Theory Of The Firm: Critical Perspectives From History, William W. Bratton

All Faculty Scholarship

No abstract provided.

Corporate Debt Relationships: Legal Theory In A Time Of Restructuring, William W. Bratton

All Faculty Scholarship

No abstract provided.