This paper, written in honor of Judge Richard Posner's retirement from the federal judiciary, uses his opinion in Exacto Spring v. Commissioner as a lens into his tax law jurisprudence more generally. In Exacto Spring, Posner delivers a devastating rejection of the muddled multifactor test then...

This paper examines the relation between two means of information aggregation for corporations - corporate voting and stock market pricing. If the median voter and the price-setting shareholder share similar information sets, then the outcome of close proxy contests should not have a systematic...

Many firms have filed for bankruptcy to manage liabilities stemming from mass tort claims, most notably asbestos producers. This paper develops a model of an optimal bankruptcy procedure that balances the need to provide liquidity to the present claimants already injured with the need to set...

Much of corporate law consists of non-mandatory statutes. While scholars have examined the effect of non-binding corporate law from a theoretical perspective, almost no studies explore the real-world impact of these laws. This paper empirically examines the impact of non-mandatory state...

Empirical studies of corporate governance address potential endogeneity problems, but fail to place endogeneity in the context of a model and ignore the possibility of disparate treatment effects across companies. This paper tackles these defects. The model and analysis in the paper demonstrate...

Since the Financial Crisis of 2008, most reform measures and discussions have asked how the law of financial regulation could be improved to prevent or mitigate future crises. These discussions give short shrift to the role played by corporate law during the Financial Crisis of 2008 and other...

This Article identifies and examines two alternative institutional structures for hierarchical institutions — “bounded” vs. “unbounded” institutional structures. In a bounded structure, a principal decides on a bounded numerical allocation and then an agent allocates to subjects while...

Conventional wisdom says that lawyers are uniquely unhappy. Unfortunately, this conventional wisdom rests on a weak empirical foundation. The “unhappy lawyers” narrative relies on nonrandom survey data collected from volunteer respondents. Instead of depending on such data, researchers...

In this period of economic uncertainty, tax scholars must examine income tax policy from a macroeconomic perspective. The standard lenses of efficiency and equity no longer suffice. To highlight the importance of the macroeconomic perspective, this Article demonstrates that most tax expenditures...