Variation In Boilerplate: Rational Design Or Random Mutation?,
2016
Columbia Law School
Variation In Boilerplate: Rational Design Or Random Mutation?, Stephen J. Choi, G. Mitu Gulati, Robert E. Scott
Faculty Scholarship
Standard contract doctrine presumes that sophisticated parties choose their terminology carefully because they want courts or counterparts to understand what they intended. The implication of this “Rational Design” model of rational behavior is that courts should pay careful attention to the precise phrasing of contracts. Using a study of the sovereign bond market, we examine the Rational Design model as applied to standard-form contracting. In NML v. Argentina, federal courts in New York attached importance to the precise phrasing of the boilerplate contracts at issue. The industry promptly condemned the decision for a supposedly erroneous interpretation of a variant of …
Preserving The Corporate Superego In A Time Of Activism: An Essay On Ethics And Economics,
2016
Columbia Law School
Preserving The Corporate Superego In A Time Of Activism: An Essay On Ethics And Economics, John C. Coffee Jr.
Faculty Scholarship
This essay focuses on the impact of recent changes in corporate governance on ethical behavior within the public corporation. It argues that a style of corporate behavior – one characterized by a risk tolerant, even reckless, pursuit of short-term profits and a disregard for the interests of non-shareholder constituencies – is attributable in significant part to recent changes in corporate governance, including the rise of hedge fund activism, greater use of incentive compensation, and the appearance of blockholder directors. It then surveys feasible responses intended to strengthen the role of the boards as the corporation’s conscience and superego. Given the …
Impact Investing As A Form Of Lobbying And Its Corporate-Governance Effects,
2016
Columbia Law School
Impact Investing As A Form Of Lobbying And Its Corporate-Governance Effects, Andrzej Rapaczynski
Faculty Scholarship
Impact investment is attractive to many because it seems to combine support for progressive causes with an apparent commitment to the principles of a market economy. In fact, however, a rational impact investor is not simply creating demand for certain types of corporate actions; he/she is attempting to use corporate governance mechanisms to influence fiduciary decisions of the management. The cost of this tactic for the health of the capitalist economy is potentially very considerable. The American capitalist system relies heavily on a relatively fragile corporate governance arrangement in which the agency problems of a modern corporation are minimized by …
Appraising The "Merger Price" Appraisal Rule,
2016
Columbia Law School
Appraising The "Merger Price" Appraisal Rule, Albert H. Choi, Eric L. Talley
Faculty Scholarship
This paper develops an auction design framework to study how best to measure “fair value” in post-merger appraisal proceedings. Our inquiry spotlights an approach recently embraced by some courts benchmarking fair value against the merger price itself. We show that merger price deference effectively nullifies the role that appraisal can potentially play in establishing a de facto reserve price for company auctions, thereby depressing both acquisition prices and target shareholders’ expected welfare relative to both the optimal appraisal policy and a variety of other valuation measures. We also examine conditions under which deference to the merger price can be optimal. …
When Extrinsic Incentives Displace Intrinsic Motivation: Designing Legal Carrots And Sticks To Confront The Challenge Of Motivational Crowding-Out,
2016
Columbia Law School
When Extrinsic Incentives Displace Intrinsic Motivation: Designing Legal Carrots And Sticks To Confront The Challenge Of Motivational Crowding-Out, Kristen Underhill
Faculty Scholarship
The rise of “nudges” has inspired countless efforts to encourage individual choices that maximize personal and collective welfare, with a preference for less restrictive tools such as setting default options or reordering choice sets. As part of this trend, there has been renewed interest in the behavioral impacts of incentives – namely, rewards or penalties for shaping individual choices, including but not limited to financial incentives. Explicit incentives are pervasive in the law, including carrots offered by governments (for example, tax deductions for charitable contributions, rebates for recycling, sentence reductions for prisoners who complete drug rehabilitation programs, and incentives for …
The Municipally Owned Gasoline Station In Somerset, Ky: The Economic And Legal Consequences,
2016
University of Kentucky
The Municipally Owned Gasoline Station In Somerset, Ky: The Economic And Legal Consequences, Ashley Stearns Hoover
Kentucky Journal of Equine, Agriculture, & Natural Resources Law
No abstract provided.
What Iron Pipefittings Can Teach Us About Public And Private Power In The Market,
2016
Maurer School of Law: Indiana University
What Iron Pipefittings Can Teach Us About Public And Private Power In The Market, Sandeep Vaheesan
Indiana Law Journal
Government restrictions on competition, whether in the market for cars, hotel rooms, or taxicabs, have attracted a great deal of attention of late. As a basic matter, government is not exogenous to the market: a functioning state is, in reality, a precondition for modern markets. Because it establishes the rules necessary for markets to develop and potentially flourish, government unavoidably shapes the bounds and structures of the private economic sphere. And more specifically, public limitations on competition are not intrinsically hostile to the interests of ordinary Americans and can, in fact, advance vital social goals, such as full employment and …
The Final Step To Insider Trading Reform: Answering The "It's Just Not Right!" Objection,
2016
Mississippi College School of Law
The Final Step To Insider Trading Reform: Answering The "It's Just Not Right!" Objection, John P. Anderson
Journal Articles
This Article proceeds as follows: Section I sets the table by dismissing the notion that economic analysis of law should enjoy some privileged status (as more precise, rigorous, or scientific) over ethical analysis of law. Rather, it is suggested that economic and ethical reasons are best understood as different tools suited for different roles in legal reform. It is then argued that, given the current climate, ethical reasoning is the best tool for overcoming the remaining obstacles to insider trading reform in the United States. Section II begins the ethical analysis by arguing that even if it were admitted that …
The Forgotten Core Of The Telecommunications Act Of 1996,
2016
University of Colorado Law School
The Forgotten Core Of The Telecommunications Act Of 1996, Philip J. Weiser
Publications
No abstract provided.
Don't End Or Audit The Fed: Central Bank Independence In An Age Of Austerity,
2016
University of Florida Levin College of Law
Don't End Or Audit The Fed: Central Bank Independence In An Age Of Austerity, Neil H. Buchanan, Michael C. Dorf
UF Law Faculty Publications
The Federal Reserve (the Fed) is the central bank of the United States. Because of its power and importance in guiding the economy, the Fed's independence from direct political influence has made it a target of ideologically motivated attacks throughout its history, with an especially aggressive round of attacks coming in the wake of the 2008 financial crisis and ongoing today. We defend Fed independence. We point to the Fed's exemplary performance during and after the 2008 crisis, and we offer the example of a potential future crisis in which Congress falls to increase the debt ceiling to show how …
A Tale Of Three Markets: Comparing The Renewable Energy Experiences Of California, Texas, And Germany,
2016
University of Miami School of Law
A Tale Of Three Markets: Comparing The Renewable Energy Experiences Of California, Texas, And Germany, Felix Mormann, Dan Reicher, Victor Hanna
Articles
The Obama administration has repeatedly identified the large-scale build-out of clean, renewable energy infrastructure as a key priority of the United States. The President's calls for a cleaner energy economy are often accompanied by references to other industrialized countries such as Germany, hailed by many as a leader in renewable energy deployment. Indeed, the share of renewables in Germany's electricity generation mix is twice that of the United States, and the ambitious "Energiewende" commits the country to meeting 80% of its electricity needs with renewables by 2050. While some praise the German renewables experience as successful proof of concept, others …
Cuba Conundrum: Corporate Governance And Compliance Challenges For U.S. Publicly-Traded Companies,
2016
University of Miami School of Law
Cuba Conundrum: Corporate Governance And Compliance Challenges For U.S. Publicly-Traded Companies, Marcia Narine
Articles
No abstract provided.
Poverty In The Human Rights Jurisprudence Of The Nigerian Appellate Courts (1999-2011),
2016
Osgoode Hall Law School of York University
Poverty In The Human Rights Jurisprudence Of The Nigerian Appellate Courts (1999-2011), Obiora C. Okafor, Basil E. Ugochukwu
Articles & Book Chapters
The major objective of this article is to examine the extent to which the human rights jurisprudence of the Nigerian appellate courts has been sensitive and/or receptive to the socio-economic and political claims of Nigeria’s large population of the poor and marginalized. In particular, the article considers: the extent to which Nigerian human rights jurisprudence has either facilitated or hindered the efforts of the poor to ameliorate their own poverty; the kinds of conceptual apparatuses and analyses utilized by the Nigerian courts in examining the issues brought before it that concerned the specific conditions of the poor; and the key …
An Economist Listens To Serial,
2016
University of Connecticut School of Law
An Economist Listens To Serial, Peter Siegelman
Faculty Articles and Papers
Virtually nothing about what makes Serial so compelling has much to do with economics. But the central question of the series—the guilt or innocence of Adnan Syed—does connect with a powerful and important branch of economic theory dealing with asymmetries of information, instances where one party knows something the other doesn’t. For example, policyholders may know more about their riskiness than their insurers do; criminal defendants may know more about their guilt or innocence than the state does; and so on. Of course, people often have reasons to conceal or distort their private information, so the challenge posed by so-called …
To Whom It May Concern: International Human Rights Law And Global Public Goods,
2016
Tilburg Law School
To Whom It May Concern: International Human Rights Law And Global Public Goods, Daniel Augenstein
Indiana Journal of Global Legal Studies
Public goods and human rights are sometimes treated as intimately related, if not interchangeable, strategies to address matters of common global concern. The aim of the present contribution is to disentangle the two notions to shed some critical light on their respective potential to attend to contemporary problems of globalization. I distinguish the standard economic approach to public goods as a supposedly value-neutral technique to coordinate economic activity between states and markets from a political conception of human rights law that empowers individuals to partake in the definition of the public good. On this basis, I contend that framing global …
Linkages To The Resource Sector: The Role Of Companies, Governments, And International Development Cooperation,
2016
Columbia Law School
Linkages To The Resource Sector: The Role Of Companies, Governments, And International Development Cooperation, Columbia Center On Sustainable Investment
Columbia Center on Sustainable Investment Staff Publications
With support from GIZ, CCSI prepared a report titled "Linkages to the Resource Sector: The Role of Companies, Governments, and International Development Cooperation." It outlines options for how these stakeholders can increase the economic linkages to the extractive industries sector not only in terms of ‘breadth’ (number of linkages) but also in terms of ‘depth’ (local value added). Apart from providing the theoretical framework for linkage creation and an overview of existing literature on this topic, the study highlights successful case study examples. Recommendations are provided for the three types of stakeholders.
Overlapping Financial Investor Ownership, Market Power, And Antitrust Enforcement: My Qualified Agreement With Professor Elhauge,
2016
American University Washington College of Law
Overlapping Financial Investor Ownership, Market Power, And Antitrust Enforcement: My Qualified Agreement With Professor Elhauge, Jonathan Baker
Scholarly Articles in Law Reviews & Journals
As is well known among financial economists but not previously recognized within the antitrust community, large and diversified institutional investors such as BlackRock, Fidelity, State Street, and Vanguard collectively own roughly two-thirds of the shares of publicly traded U.S. firms overall, up from about one-third in 1980. Recent economic research involving airlines and banking raises the possibility that overlapping ownership of horizontal rivals by diversified financial institutions facilitates anticompetitive conduct throughout the economy, and that the problem has been growing for decades, unnoticed until now. This response to an article by Professor Einer Elhauge, explains why it may be more …
A Bridge Between: Law And The New Intellectual Histories Of Capitalism,
2016
American Bar Foundation
A Bridge Between: Law And The New Intellectual Histories Of Capitalism, Ajay K. Mehrotra
Buffalo Law Review
No abstract provided.
Organic Poise: Capitalism As Law,
2016
University of California Berkeley
Organic Poise: Capitalism As Law, Christopher Tomlins
Buffalo Law Review
No abstract provided.
Capitalism And Risk: Concepts, Consequences, And Ideologies,
2016
New York Law School
Capitalism And Risk: Concepts, Consequences, And Ideologies, Edward A. Purcell Jr.
Buffalo Law Review
No abstract provided.
