The past decade has brought certain corporate transactions and arrangements to the forefront of public attention and debate. At the same time, a new mode of corporate law analysis has been developed--one that uses economics to identify the consequences and desirable features of corporate law rules. This collection of papers uses economic analysis to study some of the main issues in corporate law. By collecting work at the frontier of this method of analysis, the volume provides a clear picture of the power, current state, and future direction of the economic analysis of corporate law. Written by some of the most prominent contributors to the field, many of the papers focus directly on the corporate control transactions that have attracted much interest and controversy in the past decade--corporate takeovers, buyouts, recapitalizations, and reorganizations.
Introduction; 1. Mergers, acquisitions, and leveraged buyouts: an efficiency assessment Oliver E. Williamson; 2. Discounted share prices as a source of acquisition gains Reinier Kraakman; 3. Ties that bond: dual class common stock and the problem of shareholder choice Jeffrey N. Gordon; 4. Property rights in assets and resistance to tender offers David D. Haddock, Jonathan R. Macey, and Fred S. McChesney; 5. A new approach to corporate reorganizations Lucian Arye Bebchuk; 6. The corporate contract Frank H. Easterbrook and Daniel R. Fischel; 7. The state competition debate in corporate law Roberta Romano; 8. The positive role of tax law in corporate and capital markets Saul Levmore; 9. Ownership of the firm Henry Hansmann; Index.