The premises of classical company law are those of capitalism. Subject to a range of restrictions on withdrawing capital, the rules vest ultimate control of the business in those who provided the equity for the business, the shareholders. But only all the shareholders acting unanimously have...

We exploit a feature in Brazilian regulation that requires firms to pay a minimal dividend (depending on the firm's bylaws and yearly income) to study the factors influencing firms to pay above minimum rates. Due to this fact we consider their desire to pay occurs only when they pay an amount...

This chapter, forthcoming in the Oxford Handbook of the New Private Law, situates corporations and corporate law theory within the nascent New Private Law movement. Most theorists allied to the New Private Law focus on fundamental private law and so, in turn, bodies of law addressed to singular...

The franchisor-franchisee relationship is unique in that it has characteristics of both an arm's length business transaction as well as an ongoing business relationship. As time goes by, however, the interests of the parties may diverge. It is in the franchisees' interest to make their...

How do transactional associates add value to deals? Other scholars have characterized transactional lawyers as transaction cost engineers, regulatory arbitrageurs, and enterprise architects. But those words describe partners. Although most of the deal team is made up of associates — and the...

A key problem in EU private law is actor heterogeneity. While special rules exist for certain subgroups of actors, for example consumers or retail investors, the members of these legal categories still exhibit vast differences in behaviour, degrees of rationality, vulnerability, and economic...

Mainstream policy discussions take as given that the United States will and must pay its debts in full and on time, and that restructuring is legally and politically impossible. In our judgment, this assumption is unwarranted. Far from being unthinkable, under some circumstances restructuring...

In this chapter, we examine the conceptualization of the corporation in private law, focusing particularly on categorization functions served by the corporate form. We argue that corporations are conceptualized as a distinctive kind of legal actor, their legal agency being constituted by private...

Can parties contract out of the general partnership form of business organization, even if their conduct would otherwise establish a partnership? Although a recent judicial decision suggests that they can, treating contractual disclaimers of partnership as dispositive is inconsistent with modern...