Amazing New Corporate Law & Econ Book
posted by Lawrence Cunningham
If you are interested in corporate law, especially economic analysis of it, you likely will enjoy an impressive new book collecting original pieces by 30 prominent corporate law scholars. Edited by Claire Hill and Brett McDonnell of the University of Minnesota, the book canvases every important topic in corporate law.
After an overview that traces the history of the economic analysis of corporate law, the book addresses corporate constituencies, governance, gatekeepers, government oversight and a few other hot topics not classified.
Within constituencies, topics consider the directors’ role, the roles of other corporate actors, including shareholders, creditors, employees, and other stakeholders along with broader notions of the public interest.
Internal governance looks at fiduciary duties, shareholder litigation, outside directors, shareholder activism and executive compensation.
Gatekeeper pieces address lawyers and auditors, as well as rating agencies, research analysts, D&O insurers and investment banks.
Jurisdiction looks at both domestic federalism as well as comparative perspective.
Unclassified topics address self-dealing, behavioral economics, and market efficiency.
The scholars are the following professors:
Ahdieh, Atanasov, Bainbridge, Black, Blair, Bodie, Ciccotello, Clarke, Cunningham, Darbellay, Davidoff, Fairfax, Ferri, Fisch, Frankel, Gilson, Griffith, Hill, Kraakman, Langevoort, Lee, McDonnell, Painter, Partnoy, Smith, Thomas, Thompson, Walker, and Whitehead.
The table of contents to this impressive volume follows. Get it while it’s hot!!
PART I: CORPORATE CONSTITUENCIES
2. Director Primacy
Stephen M. Bainbridge
3. Corporate Law and the Team Production Problem
Margaret M. Blair
4. The Role of Shareholders in the Modern American Corporation
D. Gordon Smith
5. Creditors and Debt Governance
Charles K. Whitehead
6. Employees and the Boundaries of the Corporation
Matthew T. Bodie
7. The Role of the Public Interest in Corporate Law
Ian B. Lee
PART II: INSIDER GOVERNANCE
8. Fiduciary Duties: The Emerging Jurisprudence
Claire A. Hill and Brett H. McDonnell
9. Empirical Studies of Representative Litigation
Randall S. Thomas and Robert B. Thompson
10. The Elusive Quest for Director Independence
Lisa M. Fairfax
11. ‘Low-Cost’ Shareholder Activism: A Review of the Evidence
Fabrizio Ferri
12. Takeover Theory and the Law and Economics Movement
Steven M. Davidoff
13. The Law and Economics of Executive Compensation: Theory and Evidence
David I. Walker
PART III: GATEKEEPERS
14. Transaction Cost Engineers, Loophole Engineers or Gatekeepers: The Role of Business Lawyers After the Financial Meltdown
Richard W. Painter
15. Credit Rating Agencies and Regulatory Reform
Aline Darbellay and Frank Partnoy
16. The Influence of Law and Economics on Law and Accounting: Two Steps Forward, One Step Back
Lawrence A. Cunningham
17. The Role and Regulation of the Research Analyst
Jill E. Fisch
18. D&O Insurance and the Ability of Shareholder Litigation to Deter
Sean J. Griffith
19. The Influence of Investment Banks on Corporate Governance
Tamar Frankel
PART IV: JURISDICTION
20. Varieties of Corporate Law-Making: Competition, Preemption, and Federalism
Robert B. Ahdieh
21. The Past and Future of Comparative Corporate Governance
Donald C. Clarke
PART V: NEW THEORY
22. Self-Dealing by Corporate Insiders: Legal Constraints and Loopholes
Vladimir Atanasov, Bernard Black and Conrad S. Ciccotello
23. Behavioral Approaches to Corporate Law
Donald C. Langevoort
24. Market Efficiency After the Fall: Where Do We Stand Following the Financial Crisis?
Ronald J. Gilson and Reinier Kraakman
August 30, 2012 at 5:02 pm
Posted in: Book Reviews, Corporate Finance, Corporate Law
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Responses (3)
A.J. Sutter - August 30, 2012 at 10:27 pm
The TofC does look like a good checklist of current issues. What proportion of the pieces would you say are critical of the law and economics approach? E.g. (without limitation), pieces suggesting that an L&E analysis doesn’t capture the most important things to be considered regarding the topic of the chapter?
Lawrence Cunningham - August 31, 2012 at 3:00 am
My own piece is pretty clear that way, two steps forward one step back; the others are sophisticated enough to identify limits as well. It’s a nice question. My sense is there are few analytical constructs that capture all the most important things about any topic. And I don’t think this book’s chapters portray L&E as being an exception to that idea. Most of all, the pieces try to show how L&E has mattered to corporate law and theory–and it has mattered a great deal (for better, worse, and with uncertain effect).
Anon - August 31, 2012 at 3:08 pm
This looks like a *really* great book. Too bad it is $250!! Will a paperback copy be forthcoming?
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