By the time a young Ronald Coase was composing “The Nature of the Firm” (1937), litigation had already started wending its way through American courts that took up questions that really anticipated Grossman, Hart and Moore on control rights and Simon and Williamson on adaptation, vertical...

The burgeoning literature on corporate governance, both in economics and in law, has focused heavily on the agency costs of delegated management. It is therefore striking to encounter a large number of well-established and highly successful companies that have long been under the complete...

The governance of infrastructure institutions in the financial markets – namely exchanges, central counter-parties (CCPs), and central securities depositories (CSDs) – has become a matter of significant commercial, regulatory, legislative, and even political concern. Such institutions play a...

Recent years have witnessed an enormous amount of reorganization of the corporate sector in the US and in Europe. This paper examines the role of market competition for this trend in corporate reorganization. We find that at intermediate levels of competition the CEO of the corporation decides...

Cooperative behavior as well as other cultural rules and values are made explicit in organizational units that procure and provide a common service. The common service is procured by a club, which consists of a user-value function, a representation governance, and a budgetallocation function....

This paper builds on Riordan and Williamson (1985) by exploring the economizing choice of organizational form by firms competing in a homogeneous-good market. The paper investigates rivalrous firms' investment and organization choice in a Cournot competition. The model suggests that both...

This paper builds on Riordan and Williamson (1985) by exploring the economizing choice of organizational form by firms competing in a homogeneous-good market. The paper investigates rivalrous firms' investment and organization choice in a Cournot competition. The model suggests that both...

This paper argues that the central function of the board of directors is, and has always been, to provide assurance, and reassurance. The paper introduces a typology of four classes of board functions, legal, normative, descriptive, and utilitarian, and argues that none adequately captures the...

A fundamental question for economics is why large firms in market economies usually assign control rights to capital suppliers rather than labor suppliers. A diverse collection of answers can be found in the literature. But unfortunately little theoretical consensus has emerged, and few attempts...

This article addressed one of the hardest unanswered legal questions facing the modern nonprofit corporation: How much discretion should nonprofit boards have to redefine an organization's mission - for instance by changing an acute care hospital into outpatient neighborhood clinics, or by...