The Collected Works of Henry G. Manne: In Three Volumes

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As the founder of the Center for Law and Economics at George Mason University and dean emeritus of the George Mason School of Law, Henry G. Manne is one of the founding scholars of law and economics as a discipline. This three-volume collection includes articles, reviews, and books from more than four decades, featuring Wall Street in Transition, which redefined the commonly held view of the corporate firm.

Volume 1, The Economics of Corporations and Corporate Law, includes Manne’s seminal writings on corporate law and his landmark blend of economics and law that is today accepted as a standard discipline, showing how Manne developed a comprehensive theory of the modern corporation that has provided a framework for legal, economic, and financial analysis of the corporate firm.

Volume 2, Insider Trading, uses Manne’s ground-breaking Insider Trading and the Stock Market as a framework for many of Manne’s innovative contributions to the field, as well as a fresh context for understanding the complex world of corporate law and securities regulation.

Volume 3, Liberty and Freedom in the Economic Ordering of Society, includes selections exploring Manne’s thoughts on corporate social responsibility, on the regulation of capital markets and securities offerings, especially as examined in Wall Street in Transition, on the role of the modern university, and on the relationship among law, regulation, and the free market.

Manne’s most auspicious work in corporate law began with the two pieces from the Columbia Law Review that appear in volume 1, says general editor Fred S. McChesney. Editor Henry Butler adds: “Henry Manne was an innovator challenging the very foundations of the current learning.” “The ‘Higher Criticism’ of the Modern Corporation” was Manne’s first attempt at refuting the all too common notion that corporations were merely devices that allowed managers to plunder shareholders. Manne saw that such a view of corporations was inconsistent with the basic economic assumption that individuals either understand or soon will understand the costs and benefits of their own situations and that they respond according to rational self-interest.

Fred S. McChesney is James B. Haddad Professor of Law at the Northwestern School of Law, focusing on business and antitrust law and their intersection with economic theory. He has been an associate director for policy and evaluation at the Federal Trade Commission.

Henry N. Butler, editor of volume 1, is Executive Director of the Searle Center on Law, Regulation, and Economic Growth at Northwestern University School of Law.

Stephen M. Bainbridge, editor of volume 2, is William D. Warren Professor of Law at the UCLA School of Law.

Jonathan R. Macey, editor of volume 3, is Sam Harris Professor of Corporate Law, Securities Law, and Corporate Finance and is deputy dean at Yale Law School.

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Product Details

  • ISBN-13: 9780865977648
  • Publisher: Liberty Fund, Incorporated
  • Publication date: 12/17/2009
  • Edition description: New Edition
  • Pages: 1312
  • Product dimensions: 6.50 (w) x 9.40 (h) x 4.90 (d)

Table of Contents

VOLUME 1 - The Economics of Corporations and Corporate Law

General Introduction by Fred S. McChesney vii

Biography of Henry G. Manne by Jonathan R. Macey xix

Introduction by Henry N. Butler xxix

Review of Corporation Giving in a Free Society 3

Review of The American Stockholder 13

Current Views on the "Modern Corporation" 22

The "Higher Criticism" of the Modern Corporation;
with a Reply by Professor Adolf A. Berle, Jr., Modern
Functions of the Corporate System 59

Corporate Responsibility, Business Motivation,
and Reality 125

Review of The Calculus of Consent 139

Review of The American Economic Republic 149

Some Theoretical Aspects of Share Voting:
An Essay in Honor of Adolf A. Berle 157

Mergers and the Market for Corporate Control 182

Panel Discussion: The Emergence of "Federal Corporation
Law" and Federal Control of Inside Information 199

Our Two Corporation Systems: Law and Economics 214

Cash Tender Offers for Shares: A Reply to
Chairman Cohen 242

Shareholder Social Proposals Viewed by an Opponent 267

The Social Responsibility of Regulated Utilities:
An Essay Dedicated to Wilber G. Katz 302

The Limits and Rationale of Corporate Altruism:
An Individualistic Model 320

Controlling the Giant Corporation: Myths and Realities 337

Testimony of Dr. Henry G. Manne before the Senate
Commerce Committee Considering Federal Chartering
of Large Corporations 351

Index 365

VOLUME 2 - Insider Trading

Introduction, by Stephen M. Bainbridge vii


Preface 3

1  Background 9

2  The Traditional Legal Context 26

3  Developments Under SEC Rule 10b-5 44

4  The Market for Valuable Information: An Introduction 59

5  Mechanisms for Marketing Inside Information 69

6  Market Effects of Different Trading Rules 88

7  Effects of Different Legal rules on Non-inside Traders 103

8  The Entrepreneur in the Large Corporation 121

9  Inside Information: The Entrepreneur's Compensation 141

10 Objections to Information as Compensation 157

11 The Problems of Public and Private Policing 169

12 A Postscript on Government 181

List of Cases 200

Appendix: Selected Cases 202


In Defense of Insider Trading 235

Insider Trading and the Administrative Process 256

Insider Trading and the Law Professors 309

A Rejoinder to Mr. Ferber 359

Definition of "Insider Trading" 364

Bring Back the Hostile Takeover 374

Options? Nah, Try Insider Trading 377

The Case for Insider Trading 380

Citizen Donaldson 384

What Mutual-Fund Scandal? 388

Regulation "In Terrorem" 392

Insider Trading: Hayek, Virtual Markets, and the Dog That Did Not Bark 396

Index 425

VOLUME 3 - Liberty and Freedom in the Economic Ordering of Society

Introduction, by Jonathan R. Macey vii

First Lecture 3

Economic Aspects of Required Disclosure under Federal Securities Laws 28

Reach vs. Grasp: A Legal Authority Analyzes a New Book on Securities Fraud 77

What Price Blue-Sky? State Securities Laws Work against Private and Public Interest Alike (with James S. Mofsky) 84

Prohibition on Wall Street? Congress Should Rewrite the Securities Exchange Act of 1934 94

Accounting and Administrative Law Aspects of Gerstle v. Gamble-Skogmo, Inc. 104

Law by Proxy? In Gerstle v. Gamble-Skogmo, the SEC Has Changed the Rules 136

Unconvincing Case: Mutual Fund "Reforms" Would Do More Harm than Good 143

Corporate Militants: Their Lawsuit Makes a Case for Sounder Securities Regulation 151

The Parable of the Parking Lots 158

The Political Economy of Modern Universities 165

Sins of Commission: A New Study Challenges SEC Disclosure Policies 189

Fighting Back against Controls 196

Preface to The Economics of Legal Relationships 204

The Publicly Held Corporation as a Market Creation 209

A New Perspective for Public Interest Law Firms 215

The Judiciary and Free Markets 239

A Free Market Model of a Large Corporation System 267

How Law and Economics Was Marketed in a Hostile World: A Very Personal History 291

Liberty Fund Conferences Attended by Henry Manne 315

Index 319

Cumulative Index 335

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