Previous work on the regulation of termination clauses in franchise contracts has ignored the ability of parties to contract around state law. Using data on two national fast-food restaurants, we find that Washington, D.C.'s termination restriction which did not restrict choice-of-law provisions...

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...

This article shows how in-house lawyers' role has evolved to address the high cost of legal services and the traditional information asymmetry between lawyers and clients. The first stage of this evolution involved the expanding role of in-house counsel from intermediary between corporate...

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...

In their book, The Law Market, Erin O'Hara and Larry Ribstein show that states increasingly act as hawkers of legal rules in a market for law where people and firms often can shop for those regimes that they find most desirable. This market helps deal with a world in which increasing mobility...

William Carney and George Shepherd argue that Delaware's success in corporate law is a "mystery" when one considers the high transaction costs engendered by the indeterminacy and instability of Delaware law. This paper shows that the mystery is clarified by analyzing Delaware law on...

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 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...

Weblogs have proliferated rapidly in recent years, attracting significant attention and generating important legal issues. Yet there is so far no coherent economic framework for addressing these issues. This article begins to develop such a framework. It views blogs as the vanguard of what might...

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...