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The most current and comprehensive anthology of corporate law material available, this reader reflects the enormous changes that have occurred over the past decade in business organization and legal scholarship, covering such topics as capital markets, agency theory, state competition for corporate charters, boards of directors, shareholder voting rights, takeovers, and securities regulation. The selections were chosen for their significance and their accessibility and are supplemented with insightful introductions, notes and questions. Differing viewpoints are juxtaposed for balance of presentation, making the format ideal both for class discussion and for independent study. Taken together, these materials offer a remarkably clear introduction to the analytical concepts that have revolutionized the study and practice of corporate law.

Tabla de contenidos provista por Syndetics

• I Theory of the Firm and Capital Markets Theory of the Firm Theory of the Firm: Managerial Behavior, Agency Costs, and Ownership Structure
• Meckling Transaction Cost Economics
• Ownership of the Firm, Henry Hansmann Notes and Questions
• Theory of Capital Markets From a Random Walk Down Wall Street
• From Corporate Finance
• Notes and Questions
• II Legal Characteristics of the Corporation: Limited Liability Limited Liability and the Corporation
• Fischel Limited Liability in the Theory of the Firm
• Toward Unlimited Shareholder Liability for Corporate Torts
• Kraakman Notes and Questions
• III The Production of Corporate Laws State Competition for Corporate Charters
• The State Competition Debate in Corporate Law, Roberta Romano Toward an Interest Group Theory of Delaware Corporate Law
• Notes and Questions
• The Structure of Corporation Laws The Corporate Contract
• The Mandatory Structure of Corporate Law
• The Mandatory/Enabling Balance in Corporate Law: An Essay on the Judicial Role
• Notes and Questions
• IV Financing the Corporation On Financial Contracting: An Analysis of Bond Covenants
• Contractual Resolution of Bondholder-Stockholder Conflicts in Leveraged Buyouts
• Active Investors, LBOs, and the Privatization of Bankruptcy
• The Structure and Governance of Venture Capital Organizations
• Two Agency Cost Explanations of Dividends
• Notes and Questions
• V Internal Governance Structures Boards of Directors and Fiduciary Duties Corporate Governance
• Incentive and Tax Effects of Executive Compensation Plans
• The Shareholder Suit: Litigation Without Foundation?
• Does "Unlawful" Mean "Criminal"?: Reflections on the Disappearing Tort/Crime Distinction in American Law
• Notes and Questions Shareholder Voting Rights and the Exercise of Voice Voting in Corporate Law
• Easterbrook and
• Ties that Bond: Dual Class Common Stock and the Problem of Shareholder Choice
• Proxy Contests and the Efficiency of Shareholder Oversight
• A Political Theory of American Corporate Finance
• Agents Watching Agents: The Promise of Institutional Investor Voice
• Active Investors, LBO's and the Privatization of Bankruptcy
• Notes and Questions
• VI External Governance Structures
• The Market for Corporate Control Theories and Evidence Mergers and the Market for Corporate Control
• Takeovers: Their Causes and Consequences
• Breach of Trust in Hostile Takeovers
• Risk Reduction as a Managerial Motive for Conglomerate Mergers
• The Hubris Hypothesis of Corporate Takeovers
• The Market for Corporate Control: The Scientific Evidence