The Economic Structure of Corporate Law

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Harvard University Press, 1996 - 370 pages
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Frank Easterbrook and Daniel Fischel argue that the rules and practices of corporate law mimic the contractual provisions that investors, managers, and others involved in a corporate enterprise would reach if they could bargain about every contingency at zero cost and flawlessly enforce their agreements. But because bargaining and enforcement are costly, corporate law provides the rules and an enforcement mechanism that govern relations among those who commit their capital or their time to such ventures. The authors work out the reasons for supposing that this is the exclusive function of corporate law and the implications of this perspective for the myriad things that investors, managers, and others do within the framework of the corporate organization.
 

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Contents

The Corporate Contract
1
Limited Liability
40
Voting
63
The Fiduciary Principle the Business Judgment Rule and the Derivative Suit
90
Corporate Control Transactions
109
The Appraisal Remedy
145
Tender Offers
162
The Incorporation Debate and State Antitakeover Statutes
212
Trading on Inside Information
253
Mandatory Disclosure
276
Optimal Damages
315
Acknowledgments
355
Case Index
359
Author Index
362
General Index
366
Copyright

Close Corporations
228

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About the author (1996)

Frank H. Easterbrook is a judge of the U.S. Court of Appeals for the Seventh Circuit.

Daniel R. Fischel is Lee and Brena Freeman Professor of Law at the University of Chicago.

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