Foundations of Corporate Law
Foundations of Corporate Law

Foundations of Corporate Law

by Roberta Romano

Paperback(New Edition)

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Product Details

ISBN-13: 9781422499382
Publisher: Carolina Academic Press
Publication date: 01/28/2010
Edition description: New Edition
Product dimensions: 6.00(w) x 1.25(h) x 9.00(d)

About the Author

Yale Law School and School of Organization and Management

Table of Contents

ITheory of the Firm and Capital Markets1
A.Theory of the Firm4
Theory of the Firm: Managerial Behavior, Agency Costs, and Ownership Structure4
Transaction Cost Economics9
Ownership of the Firm15
Notes and Questions22
B.Theory of Capital Markets26
From A Random Walk Down Wall Street26
From Corporate Finance43
Notes and Questions57
IILegal Characteristics of the Corporation: Limited Liability61
Limited Liability and the Corporation62
Limited Liability in the Theory of the Firm70
Toward Unlimited Shareholder Liability for Corporate Torts73
Notes and Questions78
IIIThe Production of Corporation Laws82
A.State Competition for Corporate Charters84
The State Competition Debate in Corporate Law84
Toward an Interest Group Theory of Delaware Corporate Law90
Notes and Questions93
B.The Structure of Corporation Laws96
The Corporate Contract96
The Mandatory Structure of Corporate Law104
The Mandatory/Enabling Balance in Corporate Law: An Essay on the Judicial Role111
Notes and Questions113
IVFinancing the Corporation119
On Financial Contracting: An Analysis of Bond Covenants121
Contractual Resolution of Bondholder--Stockholder Conflicts in Leveraged Buyouts128
Active Investors, LBOs, and the Privatization of Bankruptcy130
The Structure and Governance of Venture Capital Organizations132
Two Agency-Cost Explanations of Dividends138
Notes and Questions140
VInternal Governance Structures146
A.Boards of Directors and Fiduciary Duties148
Corporate Governance148
Incentive and Tax Effects of Executive Compensation Plans155
The Shareholder Suit: Litigation Without Foundation?162
Does "Unlawful" Mean "Criminal"?: Reflections on the Disappearing Tort/Crime Distinction in American Law173
Notes and Questions179
B.Shareholder Voting Rights and the Exercise of Voice187
Voting in Corporate Law187
Ties that Bond: Dual Class Common Stock and the Problem of Shareholder Choice192
Proxy Contests and the Efficiency of Shareholder Oversight197
A Political Theory of American Corporate Finance206
Agents Watching Agents: The Promise of Institutional Investor Voice210
Active Investors, LBOs, and the Privatization of Bankruptcy213
Notes and Questions214
VIExternal Governance Structures: The Market for Corporate Control221
A.Theories and Evidence223
Mergers and the Market for Corporate Control223
Takeovers: Their Causes and Consequences225
Breach of Trust in Hostile Takeovers228
Risk Reduction as a Managerial Motive for Conglomerate Mergers232
The Hubris Hypothesis of Corporate Takeovers233
The Market for Corporate Control: The Scientific Evidence235
The Market for Corporate Control: The Empirical Evidence Since 1980242
Hostile Takeovers in the 1980s: The Return to Corporate Specialization245
Notes and Questions248
B.Management's Fiduciary Duty and Takeover Defenses258
The Proper Role of a Target's Management in Responding to a Tender Offer258
Seeking Competitive Bids Versus Pure Passivity in Tender Offer Defense262
The Case for Facilitating Competing Tender Offers: A Reply and Extension265
The Market for Corporate Control: The Empirical Evidence Since 1980267
The Wealth Effects of Second-Generation State Takeover Legislation272
The Future of Hostile Takeovers: Legislation and Public Opinion278
Notes and Questions285
VIISecurities Regulation293
A.Disclosure Regulation295
Mandatory Disclosure and the Protectionof Investors295
Market Failure and the Economic Case for a Mandatory Disclosure System301
The Effect of the 1933 Securities Act on Investor Information and the Performance of New Issues303
Notes and Questions305
B.Insider Trading Regulation310
Insider Trading: Rule 10b-5, Disclosure, and Corporate Privacy310
The Regulation of Insider Trading313
Notes and Questions317

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