The Economic Structure of Corporate Law
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.
What people are saying - Write a review
We haven't found any reviews in the usual places.
The Corporate Contract
The Fiduciary Principle the Business Judgment Rule and the Derivative Suit
Corporate Control Transactions
The Appraisal Remedy
The Incorporation Debate and State Antitakeover Statutes
Other editions - View all
acquired agency costs agers Aron Eisenberg assets auction bargain beneficial benefits bidders bloc business judgment rule capital markets Chapter claims close corporations closely held corporations compensation competition contract corporate control transactions corporate law corporate opportunity court create creditors cumulative voting damages decisions Delaware derivative suits devices directors disclose diversified economic effects efficient employees enforcement equity investors ex ante ex post fiduciary duties fiduciary principle firm firm's stock fraud gains harm hold holders incentives increase inside trading interest investment investors legal rules less limited liability litigation loss managers market price maximize ment merger minority shareholders monitoring opportunity optimal parties percent poison pill portfolio premium problem produce profits projects proxy purchase reduce reflect regulation require residual residual claimants risk securities laws sell shareholders shares stock prices structure takeover targets tender offers tion venture vestors voting wealth