The Economic Structure of Corporate LawHarvard University Press, 1996 - 370 páginas 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. |
Contenido
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 |
359 | |
362 | |
366 | |
Close Corporations | 228 |
Otras ediciones - Ver todas
The Economic Structure of Corporate Law Frank H. Easterbrook,Daniel R. Fischel Vista previa limitada - 1996 |
The Economic Structure of Corporate Law Frank H. Easterbrook,Daniel R. Fischel Vista de fragmentos - 1991 |
Términos y frases comunes
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 fraud gains holders incentives increase inside trading interest investment investors J. L. & Econ 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