Law Commons^™

A Paradigm Shift In Comparative Institutional Governance: The Role Of Contract In Business Relationships And Cost/Benefit Analysis, Juliet P. Kostritsky

Faculty Publications

Stewart Macaulay’s research on the ways that Wisconsin manufacturers transact debunked the centrality of contract law by revealing a disinclination to consult contract documents or invoke legal sanctions. This research revolutionized contracts scholarship, highlighting that a contract, instead of being viewed as an inevitable necessity of exchange, should be viewed as one of many institutions that might be available to parties as a solution to problems and a method for facilitating exchange. Macaulay’s research further revealed that the cost of legal sanctions, the importance of maintaining business relationships, and the desire for informal solutions actually push parties to conclude that …

Statutes And The Common Law Of Contracts: A Shared Methodology, Juliet P. Kostritsky

Faculty Publications

This chapter explores the intersection between, or the impact of, statutes on contract law, and compares the relative importance of, and intersections between, statutory and common law in contract.

Unicorn Stock Options - Golden Goose Or Trojan Horse?, Anat Alon-Beck

Faculty Publications

Large privately held startups valued at $1 billion or more (“unicorns”) are dealing with employees’ conflicts of expectations due to the illiquidity of the shares of stock acquired upon exercise of their options.

Until about eight years ago, many talented workers chose to work for a startup company for a lower cash salary combined with a substantial stock option grant, and the dream of cashing out for a large sum of money after an initial public offering (“IPO”) of the startup’s stock.

Today, unicorns remain private for extended periods of time in part because they are often no longer dependent …

A Bargaining Dynamic Transaction Cost Approach To Understanding Framework Contracts, Juliet P. Kostritsky

Faculty Publications

This Article takes a different approach. It draws on the literature of these scholars but suggests that another way to understand the arrangements parties enter into in a variety of settings to purchase or sell goods or to innovate on a product or drug can best be understood in terms of a bargaining dynamic that looks at how the private interests of the parties are turned into joint interests in the agreement reached. It is a mistake to talk about the form of a contract without first understanding the bargaining needs and positions of the parties and how those needs …

Venture Capital And Preferred Stock, Charles R. Korsmo

Faculty Publications

Preferred stock has always posed something of a puzzle. Straddling the line between debt and equity, preferred stock has long existed in a shadowland between the realms of contract law on the one hand, and corporate law on the other. Depending on the situation, preferred stockholders have sometimes been entitled to the protection of corporate law fiduciary duties, and sometimes been left to lie in the contractual bed they have made. Historically, what little scholarship exists on preferred stock has consisted largely of calls for greater fiduciary protections for preferred stockholders. Preferred stock has taken on increased importance in recent …