Law and Economics Commons^™

The Impact Of Poison Pills On Proxy Contests: Reevaluating Moran V. Household International, Randall S. Thomas, Kenneth J. Martin

Vanderbilt Law School Faculty Publications

American corporate management has sought to insulate itself from dissident shareholders’ voting power by enacting “Rights Plans.” Rights Plans reduce a dissident shareholder’s chances of winning a proxy contest by restricting the number of shares that a dissident group can own Most Rights Plans severely penalize a dissident shareholder that owns more than a limited amount, or trigger level, of 15% to 20% of the corporation’s voting common stock. Rights Plans can stop a dissident from forming coalitions with other shareholders if collectively they would own a greater percentage of voting stock than this trigger level.

Incumbent boards have used …

The New Rawlsian Theory Of Bankruptcy Ethics, Mary Josephine Newborn

Cardozo Law Review

Bankruptcy law was once considered a rather insular sub-specialty of commercial law. Bankruptcy scholars of an earlier time devoted their energies to drafting bankruptcy legislation, mastering its particulars, and systematizing the case law. When these scholars attempted to locate larger themes in bankruptcy, they labored with great deference to positive expressions of bankruptcy's purpose.

Tax Harmonization And Coordination In Europe And America, Stephen Utz

Faculty Articles and Papers

No abstract provided.

Liberal Markets, Jeremy Waldron

Michigan Law Review

A Review of Risks and Wrongs by Jules L. Coleman

"Rejecting The Parasite And Motivating The Laggard". A Constitutional Analysis Of The District Of Columbia's Aggressive Panhandling Statute, Katherine S. Broderick

University of the District of Columbia Law Review

No abstract provided.

Adequate Protection Payments And The Surrender Of Cash Collateral In Chapter 11 Reorganization, David G. Carlson

Cardozo Law Review

The Bankruptcy Code is deeply confused about the metaphysics of the undersecured creditor. In general, it wants to stop the clock on creditor claims. Creditor claims are allowed as of the day of the bankruptcy petition; they may not grow over time. Thus, postpetition interest is forbidden, because this would admit that time exists. But, inconsistently, postpetition interest is allowed to oversecured creditors-though only to the extent of the equity cushion. Thus, time is not abolished for oversecured creditors. Yet every oversecured creditor is implicitly an undersecured creditor, and perhaps vice versa. That is to say, once an equity …

Authority, Community And The Civil Law Commentary: An Example From German Competition Law, David J. Gerber

All Faculty Scholarship

No abstract provided.

Constitutionalizing The Economy: German Neo-Liberalism, Competition Law And The "New" Europe, David J. Gerber

All Faculty Scholarship

No abstract provided.

The Case Of The 1989 Bordeaux, Garrett Power

Faculty Scholarship

No abstract provided.

Criminal Penalties Under The Sherman Act: A Study Of Law And Economics, Kenneth G. Dau-Schmidt, Joseph Gallo, Charles Parker, Joseph Craycraft

Articles by Maurer Faculty

This paper presents an empirical analysis of criminal antitrust prosecutions undertaken by the Department of Justice during the period 1955-1993. The authors report data on the number of criminal cases, the type of offense alleged, whether the defendants were individuals or firms, the position individual defendants held in their firm, the Department of Justice's won/lost record and the nature and amount of any sanctions imposed. A brief discussion of whether the reported sanctions have been adequate to promote efficient deterrence is also presented.

Way We Live Now: A Discussion Of Contracts And Domestic Arrangements, The, Carol Weisbrod

Faculty Articles and Papers

No abstract provided.

Decoupling Sales Law From The Acceptance-Rejection Fulcrum, Jody S. Kraus

Faculty Scholarship

The determination of whether the buyer has accepted or rejected goods provides the sales law solution to the problems of allocating burden of proof, assigning duties to salvage goods in failed transactions, and reducing systematic undercompensation. But one doctrine is unlikely to provide the best solution to each of these distinct problems. Decoupling the rules addressing burden of proof, salvage, and undercompensation from the doctrines of acceptance and rejection, and thus from one another, would significantly improve sales law.

This strategy has a distinguished precedent in the history of sales law. Karl Llewellyn based his objection to the doctrine of …

State Succession And The International Financial Institutions: Political Criteria V. Protection Of Outstanding Financial Obligations, Paul Williams

Scholarly Articles in Law Reviews & Journals

No abstract provided.

The 1992 Cable Act And The First Amendment: What Must, Must Not, And May Be Carried, Gary S. Lutzker

Cardozo Arts & Entertainment Law Journal

No abstract provided.

Comment On Jana Singer's Alimony And Efficiency, Margaret F. Brinig

Journal Articles

I propose to make three comments on Professor Singer's article. First, I will present my views on the limitations of law and economics when applied to family law. Second, I will discuss why specialization between husbands and wives is not necessarily efficient, and perhaps not even the best use of law and economics in the study of the family. Finally, and perhaps most controversially, I will question whether there are gender differences that should impact alimony law.

Systemische Und Fallbezogene Losungsansatze Fur Marktversagen Bei Immaterialgutern (Systemic And Case-By-Case Responses To Failures In Markets For Tangible Goods), Wendy J. Gordon

Faculty Scholarship

Diese Abhandlung versucht, verschiedene Probleme des Immaterialgüterrechts zu vereinheitlichen, indem von einer einzigen Perspektive ausgegangen wird, nämlich der des Marktversagens. Aus ökonomischer Sicht sollte die Frage, ob Immaterialgüterschutz für eine bestimmte Branche oder ein bestimmtes lmmaterialgut gewährt werden sollte, zum Großteil von einem komparativen Institutionen- Ansatz abhängen. Mit anderen Worten, eine Analyse, ob die Einführung von Immaterialgüterrechten allokationseffizient ist, befaßt sich mit der Frage, ob die Unvollkommenheiten einer Rechtsordnung mit Immaterialgüterschutz mehr oder weniger kostspielig wären als jene Unvollkommenheiten, die ansonsten bestünden. Obwohl es sich hierbei letztlich um eine empirische Frage handelt, ist es doch möglich, einige plausible Hypothesen aufzustellen. …

Solomonic Bargaining: Dividing A Legal Entitlement To Facilitate Coasean Trade, Ian Ayres, Eric Talley

Faculty Scholarship

It is a common argument in law and economics that divided ownership can create or exacerbate strategic behavior. For instance, when several persons own the land designated for a proposed stadium, individual sellers may "hold out" for a disproportionate share of the gains from trade. Alternatively, when building a public library would benefit multiple residents, individual buyers may "free ride" on the willingness of others to pay for its construction. Such transaction costs of collective action fall under a variety of analytic rubrics, including the "tragedy of the commons" and the theory of "public goods." Nonetheless, each example of market …

Urban Revitalization And Community Finance: An Introduction, Peter R. Pitegoff

Faculty Publications

"In his 1933 poem Burn the Cities, Nathanael West, the iconoclastic American novelist and urban radical, portrays the city as a focal point of discontent and of anguish for the world's predicament.2 From Jerusalem to Paris and finally to London, the poem winds through distressing urban imagery with scant opportunity for escape. The implicit modicum of hope is an overthrow of the present order. From older cities abroad, West imports an apocalyptic vision of cities at home."

Appendix: The Sleeves From Our Vest: Naming A Perpetuities Non-Event, Mark Reutlinger, John Weaver

Faculty Articles

Professors Mark Reutlinger and John Weaver examine the conceptual dilemma that Professor Reutlinger encountered in the course of developing the series of diagrams to illustrate the Rule Against Perpetuities described in the accompanying article. To describe it briefly (if not simply), the perpetuities period for a special or testamentary power of appointment begins when the power is created (not exercised), and it ends when the appointed interest vests. Applying the "relation back" doctrine, the appointment is treated, for perpetuities purposes, as if it were a gift by the donor, rather than the donee. Under the "second look" doctrine, however, one …

Legal Foundations And Institutional Framework Of The Monetary Union In Europe And In The United States, Johan Van Den Cruijce

LLM Theses and Essays

An economic and monetary union (EMU) is an area where there is complete freedom of movement of persons, goods, services, and capital. The financial markets in an EMU are completely integrated while the national currencies are conventional and have fixed exchange rates. Ultimately the national currencies may be replaced by a common currency and there will be one monetary policy. The EMU is considered to be the highest form of economic integration. This paper examines two examples of a monetary union; the first part focuses on the blueprint for a European monetary union as laid out in the Treaty on …

Liberalization Of India’S Trade And Investment Policies: Pitfalls And Advantages For U.S. Firms Doing Business In India, Sanjiv Verma

LLM Theses and Essays

A rich history of trade and commerce ties America to India. This paper examines the contemporary trade issues between America and India, particularly in light of recent economic reforms in India. It inquires into and analyzes the various advantages India can provide for US businesses as a foreign investment destination. Various barriers to trade between these two nations are identified, such as tariff and nontariff barriers, quota restrictions, and infrastructural and social barriers. This paper gives a brief overview of some of the recent economic policy changes in India, suggests legislative and policy improvements required to attract more US investments …

Solving The Judgment-Proof Problem, Kyle D. Logue

Articles

A tortfeasor who cannot fully pay for the harms that it causes is said to be "judgment proof." Commentators have long recognized that the existence of judgment-proof tortfeasors seriously undermines the deterrence and insurance goals of tort law. The deterrence goal is undermined because, irrespective of the liability rule, judgment-proof tortfeasors will not fully internalize the costs of the accidents they cause. The insurance goal will be undermined to the extent that the judgment-proof tortfeasor will not be able to compensate fully its victims and that first-party insurance markets do not provide an adequate response. Liability insurance can ameliorate these …

Chaos And The Law Of Borrowed Servant: An Argument For Consistency, J. Dennis Hynes

Publications

No abstract provided.

Contract Renegotiation, Mechanism Design, And The Liquidated Damages Rule, Eric L. Talley

Faculty Scholarship

The common law practice of refusing to enforce contractual penalties has long mystified law and economics scholars. After critiquing the prevailing law and economics analyses of the common law rule, Eric L. Talley reevaluates the penalty doctrine using the game theoretic technique of mechanism design, which facilitates the analysis of multiparty bargaining situations under various assumptions. Using this technique to model the allocational consequences of various enforcement regimes that courts might adopt with respect to stipulated damages clauses, Mr. Talley finds that penalty nonenforcement can increase economic efficiency by discouraging strategic behavior by the parties, thereby inducing more efficient contract …

Echoes Of Tomorrow: The Road To Serfdom Revisited, Alex Kozinski, David M. Schizer

Faculty Scholarship

It is now half a century since Hayek published The Road to Serfdom. Much of our population was not even born when he wrote this terse, eloquent work – and a lot has happened since. A lifetime of conflict has raged over the ideas Hayek considered in his slender volume. Unimaginably destructive weapons have been aimed at the world's population centers, menacing the very survival of our species. Even under their shadow, we have seen revolutions reacting against the abuses Hayek identified. Millions have gained their freedom. Walls that seemed permanent came crashing down. We hope they stay down.

Our …

Thinking To Be Paid Versus Being Paid To Think, Merritt B. Fox

Faculty Scholarship

In the first chapter of The Economic Structure of Corporate Law, Frank Easterbrook and Daniel Fischel make an arresting statement:

... [P]eople who are backing their beliefs with cash are correct; they have every reason to avoid mistakes, while critics (be they academics or regulators) are rewarded for novel rather than accurate beliefs. Market professionals who estimate these things wrongly suffer directly; academics and regulators who estimate wrongly do not pay a similar penalty. Persons who wager with their own money may be wrong, but they are less likely to be wrong than are academics and regulators, who are wagering …

Tax Policy V. Revenue Policy: Qualified Plans, Tax Expenditures, And The Flat, Plan Level Tax, Edward A. Zelinsky

Articles

No abstract provided.

Controlling The Dark Side Of Relational Investing, Edward B. Rock

Cardozo Law Review

This season's candidate for shareholders' champion is the "relational investor." If only more investors would take large positions and then carefully and patiently work with managers to maximize long-term value, corporations would thrive, takeovers would be unnecessary, and we would grow rich or at least richer. Others have focused on the possibilities and patterns. In this Article, I focus on some of the problems.

Relational Investing And Agency Theory, Ian Ayres, Peter Cramton

Cardozo Law Review

This Article analyzes how, and when, corporate governance could be improved by utilizing "relational investing." The term relational investing is just coming into vogue and there does not yet seem to be a consensus on what it means. Although the term has been trumpeted on the cover of Business Week, before the Conference on Relational Investing at Columbia University, relatively little legal writing had been published on the subject.

Recovery For Economic Loss Following The Exxon Valdez Oil Spill, Victor P. Goldberg

Faculty Scholarship

The physical cleanup following one of the worst oil spills in history, that of the Exxon Valdez, is done. The legal cleanup, however, has barely begun. Over 100 law firms participating in over 200 suits in federal and state courts involving more than 30,000 claims are presently engaged in litigation. Fishermen, cannery workers, fishing lodges, tour boat operators, oil companies whose shipments were delayed, and even California motorists facing higher gasoline prices have filed claims against Exxon and its fellow defendants.

Most claimants face a formidable roadblock, the so-called Robins doctrine. Under Robins Dry Dock & Repair Co. v. Flint …