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Articles 1 - 19 of 19
Full-Text Articles in Economic Theory
The Modigliani-Miller Theorem At 60: The Long-Overlooked Legal Applications Of Finance’S Foundational Theorem, Michael S. Knoll
The Modigliani-Miller Theorem At 60: The Long-Overlooked Legal Applications Of Finance’S Foundational Theorem, Michael S. Knoll
All Faculty Scholarship
2018 marks the 60th anniversary of the publication of Franco Modigliani and Merton Miller’s The Cost of Capital, Corporation Finance, and the Theory of Investment. Widely hailed as the foundation of modern finance, their article, which purports to demonstrate that a firm’s value is independent of its capital structure, is little known by lawyers, including legal academics. That is unfortunate because the Modigliani-Miller capital structure irrelevancy proposition (when inverted) provides a framework that can be extremely useful to legal academics, practicing attorneys and judges.
A Theory Of Preferred Stock, William W. Bratton, Michael L. Wachter
A Theory Of Preferred Stock, William W. Bratton, Michael L. Wachter
All Faculty Scholarship
No abstract provided.
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 Preface To Neoclassical Legal Thought, Herbert J. Hovenkamp
A Preface To Neoclassical Legal Thought, Herbert J. Hovenkamp
All Faculty Scholarship
Most legal historians speak of the period following classical legal thought as “progressive legal thought.” That term creates an unwarranted bias in characterization, however, creating the impression that conservatives clung to an obsolete “classical” ideology, when in fact they were in many ways just as revisionist as the progressives legal thinkers whom they critiqued. The Progressives and New Deal thinkers whom we identify with progressive legal thought were nearly all neoclassical, or marginalist, in their economics, but it is hardly true that all marginalists were progressives. For example, the lawyers and policy makers in the corporate finance battles of the …
At The Conjunction Of Love And Money: Comment On Julie A. Nelson, Does Profit-Seeking Rule Out Love? Evidence (Or Not) From Economics And Law, William W. Bratton
At The Conjunction Of Love And Money: Comment On Julie A. Nelson, Does Profit-Seeking Rule Out Love? Evidence (Or Not) From Economics And Law, William W. Bratton
All Faculty Scholarship
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 …
Shareholder Primacy's Corporatist Origins: Adolf Berle And The Modern Corporation, William W. Bratton, Michael L. Wachter
Shareholder Primacy's Corporatist Origins: Adolf Berle And The Modern Corporation, William W. Bratton, Michael L. Wachter
All Faculty Scholarship
No abstract provided.
Private Equity's Three Lessons For Agency Theory, William W. Bratton
Private Equity's Three Lessons For Agency Theory, William W. Bratton
All Faculty Scholarship
No abstract provided.
The Equilibrium Content Of Corporate Federalism, William W. Bratton, Joseph A. Mccahery
The Equilibrium Content Of Corporate Federalism, William W. Bratton, Joseph A. Mccahery
All Faculty Scholarship
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
All Faculty Scholarship
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 …
Enron, Sarbanes-Oxley And Accounting: Rules Versus Principles Versus Rents, William W. Bratton
Enron, Sarbanes-Oxley And Accounting: Rules Versus Principles Versus Rents, William W. Bratton
All Faculty Scholarship
No abstract provided.
A Reliance Damages Approach To Corporate Lockups, David A. Skeel Jr.
A Reliance Damages Approach To Corporate Lockups, David A. Skeel Jr.
All Faculty Scholarship
No abstract provided.
Regulatory Competition, Regulatory Capture, And Corporate Self-Regulation, William W. Bratton, Joseph A. Mccahery Prof
Regulatory Competition, Regulatory Capture, And Corporate Self-Regulation, William W. Bratton, Joseph A. Mccahery Prof
All Faculty Scholarship
No abstract provided.
Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton
Self-Regulation, Normative Choice, And The Structure Of Corporate Fiduciary Law, William W. Bratton
All Faculty Scholarship
No abstract provided.
Financial Distress As A Non-Cooperative Game: A Proposal For Overcoming Obstacles To Private Workouts, Claire Oakes Finkelstein
Financial Distress As A Non-Cooperative Game: A Proposal For Overcoming Obstacles To Private Workouts, Claire Oakes Finkelstein
All Faculty Scholarship
No abstract provided.
The Economic Structure Of The Post-Contractual Corporation, William W. Bratton
The Economic Structure Of The Post-Contractual Corporation, William W. Bratton
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No abstract provided.
The New Economic Theory Of The Firm: Critical Perspectives From History, William W. Bratton
The New Economic Theory Of The Firm: Critical Perspectives From History, William W. Bratton
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No abstract provided.
The Economics And Jurisprudence Of Convertible Bonds, William W. Bratton
The Economics And Jurisprudence Of Convertible Bonds, William W. Bratton
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Professor Bratton examines judicial regulation of issuer-bondholder conflicts of interest within three different, but closely related doctrinal frameworks: neoclassical contract interpretation; contract avoidance; and corporate law fiduciary restraint. After discussing the elements of convertible bond valuation and their interaction with issuer actions giving rise to conflicts of interest, he evaluates the case for judicial intervention to protect bondholder interests. He concludes that ·bondholder protective intervention is fair and tolerably efficient, provided it is kept within the bounds of contract interpretation. But he finds that more aggressive judicial intervention under the frameworks of contract avoidance and fiduciary restraint carries an unnecessary …
The Interpretation Of Contracts Governing Corporate Debt Relationships, William W. Bratton
The Interpretation Of Contracts Governing Corporate Debt Relationships, William W. Bratton
All Faculty Scholarship
No abstract provided.