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Full-Text Articles in Law
A Contractual Approach To Shareholder Oppression Law, Benjamin Means
A Contractual Approach To Shareholder Oppression Law, Benjamin Means
Faculty Publications
According to standard law and economics, minority shareholders in closely held corporations must bargain against opportunism by controlling shareholders before investing. Put simply, you made your bed, now you must lie in it. Yet most courts offer a remedy for shareholder oppression, often premised on the notion that controlling shareholders owe fiduciary duties to the minority or must honor the minority's reasonable expectations. Thus, law and economics, the dominant mode of corporate law scholarship, appears irreconcilably opposed to minority shareholder protection, a defining feature of the existing law of close corporations.
This Article contends that a more nuanced theory of …
Where Is Emily Litella When You Need Her?: The Unsuccessful Effort To Craft A General Theory Of Obligation Of Promise For Benefit Received, Edwin J. Butterfoss, Henry Allen Blair
Where Is Emily Litella When You Need Her?: The Unsuccessful Effort To Craft A General Theory Of Obligation Of Promise For Benefit Received, Edwin J. Butterfoss, Henry Allen Blair
Faculty Scholarship
No abstract provided.
Braiding: The Interaction Of Formal And Informal Contracting In Theory, Practice, And Doctrine, Ronald J. Gilson, Charles F. Sabel, Robert E. Scott
Braiding: The Interaction Of Formal And Informal Contracting In Theory, Practice, And Doctrine, Ronald J. Gilson, Charles F. Sabel, Robert E. Scott
Faculty Scholarship
This Article studies the relationship between formal and informal contract enforcement. The theoretical literature treats the two strategies as separate phenomena. By contrast, a rich experimental literature considers whether the introduction of formal contracting and state enforcement "crowds out" the operation of informal contracting. Both literatures focus too narrowly on how formal contracts create incentives for parties to perfom substantive actions, while assuming that informal enforcement depends on preexisting levels of trust. As a result, current scholarship misses the relationship between formal and informal contract mechanisms that characterizes contemporary contracting in practice. Parties respond to rising uncertainty by writing contracts …