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Full-Text Articles in Law
Protecting Llc Owners While Preserving Llc Flexibility, Peter Molk
Protecting Llc Owners While Preserving Llc Flexibility, Peter Molk
UF Law Faculty Publications
LLC statutes allow owners to restrict or completely waive standard governance protections required of other business forms. Corporate law mandatory stalwarts like fiduciary duties can be entirely eliminated in an LLC. This flexible approach has the potential to generate the most efficient governance relationships: tailored negotiation among LLC investors can produce an optimal set of governance terms that corporate law’s mandatory protections cannot. Yet when owners lack sophistication or bargaining power, contractual freedom allows for opportunistic terms that misprice capital, reduce investment, and inefficiently allocate capital across LLCs. A series of cases involving opportunistic conduct have brought this problem to …
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 …
A Socio-Economic Approach To Antitrust: Unpacking Competition, Consumer Surplus, And Allocative Efficiency, Jeffrey L. Harrison
A Socio-Economic Approach To Antitrust: Unpacking Competition, Consumer Surplus, And Allocative Efficiency, Jeffrey L. Harrison
UF Law Faculty Publications
This Article demonstrates the relationship between socio-economics and antitrust law. It uses socio-economics to both deconstruct the current economic foundation of antitrust policy and to suggest ways to improve that policy. There are four steps in this presentation. Part II examines the core elements of the economic approach to antitrust and its shortcomings, if any. For those even moderately versed in economics, it will note that the analysis begins at the most basic level. Obviously, antitrust is designed to make markets more competitive. But that goal is merely a means to the end of greater consumer surplus and allocative efficiency. …
Regulation, Deregulation, And Happiness, Jeffrey L. Harrison
Regulation, Deregulation, And Happiness, Jeffrey L. Harrison
UF Law Faculty Publications
Happiness, in general, is in many respects the topic du jour. A great deal of theoretical and empirical work has been devoted to dissecting it. Studies of happiness have crossed over to law, and the result is an addition to the long list of the list of “law and” interdisciplinary areas. In fact, in 2010, Eric Posner and Matthew Alder presented an excellent book of readings the title of which is Law and Happiness. Peter Henry Huang has written the definitive survey of law and happiness literature. My own writing has reflected on the promise of happiness research and the …
Happiness, Efficiency, And The Promise Of Decisional Equity: From Outcome To Process, Jeffrey L. Harrison
Happiness, Efficiency, And The Promise Of Decisional Equity: From Outcome To Process, Jeffrey L. Harrison
UF Law Faculty Publications
This article explains why outcome-oriented goals like efficiency, happiness, or well-being are ultimately of limited use as goals for law. Part II places happiness research in the context of past efforts to assess efficiency standards. Part III outlines the schism between efficiency and happiness and examines whether they can be reconciled. Part IV discusses the problems of relying on direct measures of happiness. The concept of decisional equity is described and examined in Part V.
The Messenger Model: Don't Ask, Don't Tell?, Jeffrey L. Harrison
The Messenger Model: Don't Ask, Don't Tell?, Jeffrey L. Harrison
UF Law Faculty Publications
This article makes the case that the messenger model is either tacitly or inadvertently a "don't ask, don't tell" policy when it comes to competitor cooperation. In addition, this article presents an economic framework that explains how such a policy may benefit health care consumers. Finally, it is suggested that the "don't ask, don't tell" policy has created an area of per se legality that precludes an examination designed to distinguish consumer-benefiting practices from those that provide no benefit.