This Chapter in the book Pioneers of Law and Economics discusses the remarkable career of Henry Manne. Writing when there was a theory vacuum in legal academia, Manne breathed life into corporate law by using economic principles to formulate a sweeping new theory of the corporation. Then he took...

Corporate law and scholarship generally assume that public corporations are controlled by professional managers, while shareholders play only a weak and passive role. As a result, corporate officers and directors are understood to be subject to extensive fiduciary duties, while shareholders...

A recent high-profile bankruptcy filing by Asarco has generated numerous demands among legal commentators, policy-makers, and the media for reform of bankruptcy law, environmental law, corporate law, or perhaps all three. The concern is that the current structures of these three areas of the law...

An offeror initiates negotiations to acquire a target company. The parties sign an exclusivity agreement, restricting them from dealing with third parties for a specified period of time. They execute a term sheet, laying out the principle terms of the contemplated definitive agreement, yet...

Currently, CEO pay is determined by a company's board of directors, subject to limited shareholder approval in certain circumstances. However, as Lucian Bebchuk and Jesse Fried have argued, directors and CEOs do not necessarily engage in real arms length bargaining over CEO pay. Instead, CEOs...

Recent legislation - Section 10A of the Securities Exchange Act of 1934 for auditors and Section 307 of the Sarbanes-Oxley Act for lawyers - has imposed on corporate outsiders certain duties to monitor unlawful activity within a corporation, and to report that activity to designated corporate...

This short introduction to the book, Enron: Corporate Fiascos and Their Implications (2004), is designed to walk the reader through the organization of the entire book. The book itself is designed for use by law schools, business schools, and undergraduates

This Article contributes a novel idea to the literature on capital market gatekeepers: positive incentive systems for gatekeepers to perform functions not required of them in exchange for rewards if they perform the functions successfully. Capital market gatekeeping theory relies upon the...