This paper examines why the United States persists in taxing corporate income twice -- once at the corporate level and again at the shareholder level. The continued imposition of double taxation is puzzling: the double tax is widely recognized as being but unfair and inefficient, and it places a...

Federal Sentencing Guidelines Governing Organizations purport to constrain judicial discretion over corporate criminal penalties. We investigate the effect on courts' sentencing decisions using pre- and post-Guidelines data, including evidence on cases and penalties that the Guidelines do not...

Behavioral Law and Economics has become an increasingly prominent field within legal scholarship, and most recently within the corporate area. A behavioral bias of particular relevance in corporate contexts is the differential between individuals' willingness to pay to obtain a legal entitlement...

To serve as an effective basis for positive or normative analysis of law, theoretical law and economics analysis must be predicated on models that accurately capture the essential characteristics of the decision-making environment, decision-makers’ available choices, and individuals’...

This article shows that courts should not adopt a rule of strict shareholder choice that requires managers to obtain shareholder consent for actions taken post-bid that could deter a hostile acquisition. Managers need to be able to act unilaterally to protect the target when a hostile bid...

During a recent study of how 1991 federal sentencing guidelines have affected the penalties that federal courts impose on public corporations, we performed an independent evaluation of the quality of the data on corporate sanctions that the U.S. Sentencing Commission releases to the public. Our...

The goal of this paper is to examine optimal individual and entity-level liability for negligence when expected accident costs depend both on the agent's level of expertise and the principal's level of authority. We consider these issues in the context of physician and managed care organization...

Countries around the world are reforming their corporate criminal liability regimes to introduce deferred prosecution agreements (DPAs). DPAs can help deter crime when properly structured. But otherwise they can increase the risk of corporate misconduct. This chapter identifies the steps...

Critics of deferred prosecution agreements claim they undermine deterrence by lowering the cost to firms from reputational damage or stigma resulting from a criminal settlement. We evaluate whether the choice between a DPA and a guilty plea affects the cost to corporations of reputational damage...