The large publicly held firm dominates business in the United States. But in other economically advanced nations, ownership is not diffuse but concentrated. Social democ-racies press managers to stabilize employment. Hence, public firms there will have higher managerial agency costs, and...

To fully understand governance and authority in the large corporation, one must attend to politics. Because basic dimensions of corporate organization can affect the interests of voters, because powerful concentrated interest groups seek particular outcomes that deeply affect large corporations,...

The economic model of corporate law could, with a few simple moves, be seen as potentially having cultural limits. Or, better put, the economic model works well in the United States because not much impedes Coasean-style re-bargaining among the corporate players. Begin with the economic model...

Product markets are weaker in some nations than they are in others. Weaker product markets have more monopolies and more monopoly profits, both of which affect politics and corporate governance structures. They affect corporate governance structures directly by increasing managerial agency costs...

The Trust Indenture Act prohibits a binding vote of bondholders to change any core term-principal amount, interest rate, or maturity date-of a bond issue. In this Article, I show how the prohibition on a collective action clause inhibits a troubled company's ability to reorganize outside of...

During the past century, three decision-making systems have arisen to accomplish a bankruptcy restructuring—judicial administration, a deal among the firm's dominant players, and a sale of the firm's operations in their entirety. Each is embedded in the Bankruptcy Code today, with all having...

Recent decades have seen substantial expansion in exemptions from the Bankruptcy Code's normal operation for repurchase agreements. These repos, which are equivalent to very short-term (often one-day) secured loans, are exempt from core bankruptcy rules such as the automatic stay that enjoins...

For capital markets to function, political institutions must support capitalism in general and the capitalism of financial markets in particular. Yet capital markets' shape, support, and extent are often contested in the polity. Powerful elements — from politicians to mass popular movements...