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Research Handbook on the Economics of Corporate Law

Research Handbook on the Economics of Corporate Law

Research Handbooks in Law and Economics series
Edited by Claire A. Hill, Professor and James L. Krusemark Chair in Law and Brett H. McDonnell, Professor and Dorsey & Whitney Chair in Law, University of Minnesota Law School, US
Comprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research.

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Extent: 496 pp
Hardback Price: $272.00 Web: $244.80
Publication Date: 2012
ISBN: 978 1 84844 958 9
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Paperback Price: $80.00 Web: $64.00
Publication Date: 2013
ISBN: 978 1 78100 547 7
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Comprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research.

This important addition to the Research Handbooks in Law and Economics series provides insights into subjects such as the role of directors, shareholders, creditors and employees; empirical studies of litigation and shareholder activism; executive compensation; corporate gatekeepers; comparative law; and behavioral approaches to law and finance. Topics are organized within five sections: corporate constituencies, insider governance, gatekeepers, jurisdiction, and new theory. Taken as a whole, the volume serves as an introduction for those new to the field and as a reference for those unfamiliar with some of the topics discussed.

Authoritative and accessible, the Research Handbook on the Economics of Corporate Law will be a valuable resource for students, scholars, and practitioners of corporate law and economics.

Critical Acclaim

‘The text as a whole is comprehensive and the analysis is very clear and precise. Readers will find the content interesting, including recent developments in law and economics; this book is a “must have” for academics and practitioners in law and economics. . . Each article features a well-written reference that is beneficial to readers particularly when the article refers to a particular theory that is difficult to comprehend in the first instance. . . this Handbook is clearly presented and well researched. The articles are comprehensive in nature and closely tied to each other. Therefore it is undoubtedly invaluable to academics, researchers and students who are interested in economics and corporate law in the United States as well as comparative law studies.’
– Jerome Chan, International Company and Commercial Law Review

Contributors

Contributors: R.B. Ahdieh, V. Atanasov, S.M. Bainbridge, B. Black, M.M. Blair, M.T. Bodie, C.S. Ciccotello, D.C. Clarke, L.A. Cunningham, A. Darbellay, S.M. Davidoff, L.M. Fairfax, F. Ferri, J.E. Fisch, T. Frankel, R.J. Gilson, S.J. Griffith, C.A. Hill, R. Kraakman, D.C. Langevoort, I.B. Lee, B.H. McDonnell, R.W. Painter, F. Partnoy, D.G. Smith, R.S. Thomas, R.B. Thompson, D.I. Walker, C.K. Whitehead

Contents

Contents:

1. Introduction: The Evolution of the Economic Analysis of Corporate Law
Claire A. Hill and Brett H. McDonnell

PART I: CORPORATE CONSTITUENCIES
2. Director Primacy
Stephen M. Bainbridge

3. Corporate Law and the Team Production Problem
Margaret M. Blair

4. The Role of Shareholders in the Modern American Corporation
D. Gordon Smith

5. Creditors and Debt Governance
Charles K. Whitehead

6. Employees and the Boundaries of the Corporation
Matthew T. Bodie

7. The Role of the Public Interest in Corporate Law
Ian B. Lee

PART II: INSIDER GOVERNANCE
8. Fiduciary Duties: The Emerging Jurisprudence
Claire A. Hill and Brett H. McDonnell

9. Empirical Studies of Representative Litigation
Randall S. Thomas and Robert B. Thompson

10. The Elusive Quest for Director Independence
Lisa M. Fairfax

11. ‘Low-Cost’ Shareholder Activism: A Review of the Evidence
Fabrizio Ferri

12. Takeover Theory and the Law and Economics Movement
Steven M. Davidoff

13. The Law and Economics of Executive Compensation: Theory and Evidence
David I. Walker

PART III: GATEKEEPERS
14. Transaction Cost Engineers, Loophole Engineers or Gatekeepers: The Role of Business Lawyers After the Financial Meltdown
Richard W. Painter

15. Credit Rating Agencies and Regulatory Reform
Aline Darbellay and Frank Partnoy

16. The Influence of Law and Economics on Law and Accounting: Two Steps Forward, One Step Back
Lawrence A. Cunningham

17. The Role and Regulation of the Research Analyst
Jill E. Fisch

18. D&O Insurance and the Ability of Shareholder Litigation to Deter
Sean J. Griffith

19. The Influence of Investment Banks on Corporate Governance
Tamar Frankel

PART IV: JURISDICTION
20. Varieties of Corporate Law-Making: Competition, Preemption, and Federalism
Robert B. Ahdieh

21. The Past and Future of Comparative Corporate Governance
Donald C. Clarke

PART V: NEW THEORY
22. Self-Dealing by Corporate Insiders: Legal Constraints and Loopholes
Vladimir Atanasov, Bernard Black and Conrad S. Ciccotello

23. Behavioral Approaches to Corporate Law
Donald C. Langevoort

24. Market Efficiency After the Fall: Where Do We Stand Following the Financial Crisis?
Ronald J. Gilson and Reinier Kraakman

Index