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The Economic Structure of Corporate Law / Edition 1

The Economic Structure of Corporate Law / Edition 1

by Frank H. Easterbrook, Daniel R. FischelFrank H. Easterbrook


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The authors argue that the rules and practices of corporate law mimic contractual provisions that parties would reach if they bargained about every contingency at zero cost and flawlessly enforced their agreements. But bargaining and enforcement are costly, and corporate law provides the rules and an enforcement mechanism that govern relations among those who commit their capital 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.

Product Details

ISBN-13: 9780674235397
Publisher: Harvard
Publication date: 02/01/1996
Edition description: Reprint
Pages: 384
Product dimensions: 6.12(w) x 9.25(h) x (d)

About the Author

Frank H. Easterbrook is a judge of the U.S. Court of Appeals for the Seventh Circuit.

Daniel R. Fischel is Lee and Brena Freeman Professor of Law at the University of Chicago.

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. Optimal Damages

  • Acknowledgments
  • Case Index
  • Author Index
  • General Index

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