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Foundations of corporate law
Armour, John; Hansmann, Henry B.; Kraakman, Reinier H.; … - 2017
This paper is the first chapter of the third edition of The Anatomy of Corporate Law: A Comparative and Functional Approach, by Reinier Kraakman, John Armour, Paul Davies, Luca Enriques, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda Mariana Pargendler, Georg Ringe, and Edward Rock...
Persistent link: https://www.econbiz.de/10011674057
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Sticky Defaults and Altering Rules in Corporate Law
McDonnell, Brett - 2007
Corporate law scholarship has long debated the extent to which corporate law rules are default or mandatory. It has paid less attention to corporate law's "altering rules," which prescribe what a corporation must do for its attempt at opting out of a given default rule to be recognized as...
Persistent link: https://www.econbiz.de/10014050994
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Liquidity, Systemic Risk, and the Bankruptcy Treatment of Financial Contracts
Mokal, Riz - 2016
Persistent link: https://www.econbiz.de/10013002918
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The Uncorporation’s Domain
Ribstein, Larry E. - 2010
This Article describes firms' current choice between the corporate and uncorporate governance forms. This choice depends on firms' demand for flexibility, the effectiveness in particular situations of corporate-type monitoring, and the suitability of uncorporate mechanisms of controlling agency...
Persistent link: https://www.econbiz.de/10013139196
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Investment and Liquidation Incentives Under Solvency Tests and Legal Capital
Wielenberg, Stefan - 2012
The European Union (EU) has been debating for several years whether to change from the legal capital regime as regulated under the Second Company Law Directive to a solvency test regime as applied in the US, for example. Based on an analysis of direct compliance costs and capital maintenance...
Persistent link: https://www.econbiz.de/10013116516
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Executive Compensation and the Optimal Penumbra of Delaware Corporate Law
Hill, Claire A. - 2010
Corporate law has done a very bad job on executive pay: executives have been rewarded for stellar performance that turned out to be anything but stellar, and shareholders have had no meaningful recourse. Indeed, there are many other such cases, where there is no breach of the fiduciary duties of...
Persistent link: https://www.econbiz.de/10013152476
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Regulatory Competition and Freedom of Contract in U.S. Corporate Law
Ventoruzzo, Marco - 2018
The real dynamics of U.S. regulatory competition in corporate law are often misunderstood. As convincingly demonstrated by some authors (Kahan and Kamar), most States are not actively engaged in the market for charters, and Delaware's position is substantially unchallenged. From this starting...
Persistent link: https://www.econbiz.de/10012936168
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Indeterminacy and Balance : A Path to a Wholesome Corporate Law
Stewart, Fenner L. - 2018
theories about the corporation. This will result in greater pluralism, since no essentialist legal theory would become heavily … to the status of being “undiscussable preferences” and no essentialist theory is off the table before the debate begins …
Persistent link: https://www.econbiz.de/10012938680
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Principal Costs : A New Theory for Corporate Law and Governance
Goshen, Zohar - 2017
principal-cost theory, which posits that each firm's optimal governance structure minimizes the sum of principal costs, produced …. The empirical predictions produced by principal-cost theory are more accurate than those produced by any theory focused … solely on agency costs. Principal-cost theory also suggests different policy prescriptions. Rather than banning some …
Persistent link: https://www.econbiz.de/10012972091
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Centro and the Monitoring Board – Legal Duties Versus Aspirational Ideals in Corporate Governance
Hill, Jennifer G. - 2020
Pothers about liability risks for company directors and officers are nothing new in corporate law. The global financial crisis, however, created a unique and unfamiliar commercial matrix in which such concerns were played out. Although Australia fared better than many jurisdictions during the...
Persistent link: https://www.econbiz.de/10012857195