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The Economic Structure of Corporate Law
The corporate contract limited liability voting the fiduciary principle the business judgment rule, and the derivative suit corporate control transactions the appraisal remedy tender offers theExpand
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The Regulation of Insider Trading
Imagine two firms, A and B, which are identical in all respects except that, in its charter, firm A prohibits the trading of its shares based on inside (nonpublic) information. The firm requiresExpand
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Clustering and Competition in Asset Markets1
Economists, financial commentators, regulatory agencies, and the legal community have recently criticized the Nasdaq Stock Market, Inc., because there is greater clustering of stock quotations onExpand
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Voting in Corporate Law
ONE of the themes of The Modern Corporation and Private Property is that managers use the machinery of voting to seize control of corporations. Managers name the slates of candidates and control theExpand
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Mandatory Disclosure and the Protection of Investors
IT HE Securities Act of 1933 and the Securities Exchange Act of 1934 have escaped the fate of many other early New Deal programs. Some of their companions, such as the National Industrial RecoveryExpand
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Limited Liability and the Corporation
Limited liability is a fundamental principle of corporate law. Yet liability has never been absolutely limited. Courts occasionally allow creditors to "pierce the corporate veil," which means thatExpand
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Corporate Control Transactions
Transactions in corporate control often produce gains for the corporation. Substitution of one set of managers for another, for example, often produces gains because assets increase in value underExpand
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Contract and Fiduciary Duty
During the last two centuries, courts have been adapting this duty of loyalty and its remedy to other agency relations, under the title "fiduciary" duty.1 That is adaptation, not extension. The manyExpand
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