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The economic structure of corporate law

By: Contributor(s): Material type: TextTextPublication details: Harvard University Press 1996 CambridgeDescription: xii,370 p. Includes references and indexISBN:
  • 9780674235397
  • 0674235398
Subject(s): DDC classification:
  • 347.30666 E2E2
Summary: 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. https://www.hup.harvard.edu/catalog.php?isbn=9780674235397
List(s) this item appears in: Corporate law
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Holdings
Item type Current library Item location Collection Shelving location Call number Status Date due Barcode
Books Vikram Sarabhai Library Rack 25-A / Slot 1095 (0 Floor, East Wing) Non-fiction General Stacks 347.30666 E2E2 (Browse shelf(Opens below)) Available 204916

Table of contents

1. The corporate contract --
2. Limited liability --
3. Voting --
4. The fiduciary principle, the business judgment rule, and the derivative suit --
5. Corporate control transactions --
6. The appraisal remedy --
7. Tender offers --
8. The incorporation debate and state antitakeover statutes --
9. Close corporations --
10. Trading on inside information --
11. Mandatory disclosure --
12. Optional damages.

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.

https://www.hup.harvard.edu/catalog.php?isbn=9780674235397

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