This Article examines private-equity firms as an example of “uncorporate” structures in the governance of large firms. Other examples include master limited partnerships, real estate investment trusts, hedge funds, and venture capital funds. These firms can be seen as an alternative to the...

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...

This is a brief and informal discussion of some issues related to corporate criminal liability arising in recent cases. It expands on my remarks in connection with the University of Maryland School of Law's Roundtable on the Criminalization of Corporate Law, drawing on my recent commentary on...

A major problem of modern corporate governance is how to reconcile making corporate managers more accountable to shareholders with ensuring that managers respond to society's needs. Managerial agency costs and the existence of markets for social responsibility argue against drastically reducing...

This article reports on the experience with the Sarbanes-Oxley Act of 2002 in the three years since its passage. In general, the costs have been significant and the benefits elusive. This suggests some lessons for future regulation

This Abstract introduces the authors' new book, The Sarbanes-Oxley Debacle: What We've Learned; How to Fix It (The AEI Press 2006). The Sarbanes-Oxley Act of 2002 (quot;SOXquot;) is a colossal failure, poorly conceived and hastily enacted during a regulatory panic. Everyone now concedes that the...

This article reports on the experience with the Sarbanes-Oxley Act of 2002 in the three years since its passage. In general, the costs have been significant and the benefits elusive. This suggests some lessons for future regulation

This article examines private equity firms as an example of partnership-type, or uncorporate, structures in the governance of large firms. Other examples include publicly traded partnerships, real estate investment trusts, hedge funds and venture capital funds. These firms can be seen as an...

Public lawmakers have inadequate and misaligned incentives to engage in legal innovation. Private lawmaking is offered as a potential solution to this problem. However, private lawmaking faces a dilemma: In order to be effective, the cost-reducing standard forms produced by private lawdrafters...

Large law firms face unprecedented stress. Many have dissolved, gone bankrupt or significantly downsized in recent years. These events reflect more than just a shrinking economy: the basic business model of the large U.S. law firm is failing and needs fundamental restructuring. There are at...