Corporations can be understood as solutions to team production problems, rather than as property. Incorporation involves creation of a new legal entity in which control rights are separated from residual claim rights. The corporation itself, not the shareholders nor any other corporate...

In this article, I briefly review the history of corporate law, and then describe current legal distinctions among organizational forms in order to argue that one of the characteristics that distinguishes corporations from partnership-type forms is the set of default rules that help organizers...

A substantial academic and popular literature argues that the performance of American corporations might improve if American corporations had long-term outside investors (relational investors) who would hold large stakes, actively monitor management performance, and engage with management in...

This essay draws on the experience of business people in the early 19th century U.S. to provide insights into the problems of creating effective institutions of capitalism in emerging market and transition economy countries. The essay argues that the unique contribution of the corporate legal...

This essay observes that, in the face of corporate scandals of the last few years, a number of prominent advocates for shareholder primacy have retreated to the position that directors and officers should attempt to maximize long run share value performance, rather than short term value. But the...

This paper focuses on contracting problems in firms caused by asset specificity and investment incentives, particularly the problems that arise when employees make investments in quot;firm specific human capital.quot; In such cases, employee investments will also be seriously at risk in the...

Is it a viable, efficient, and stable organizational form for the equity of an enterprise to be all or substantially owned by employees? The question is part of a long debate about the nature of capitalism and the way in which capitalism distributes the economic gains from production. In this...

This Article engages the two hundred year history of corporate constitutional rights jurisprudence to show that the Supreme Court has long accorded rights to corporations based on the rationale that corporations represent associations of people from whom such rights are derived. The Article...

This essay has two goals: to praise Professor Robert Clark as a remarkable corporate scholar, and to explore how his work has helped to advance our understanding of corporations and corporate law. Clark wrote his classic treatise at a time when corporate scholarship was dominated by a...