Now that Congress has passed the Dodd-Frank Wall Street Reform and Consumer Protection Act, regulators promulgating the rules under this new bill must tackle a major problem that the reform bill addresses only indirectly. This is the problem of excessive “leverage” – financing with too...

This article proposes several simple financial market reforms that can help regulators both identify systemically risky institutions and mitigate the systemic risk associated with derivative trading, especially trading in credit derivatives such as credit default swaps.The Federal Reserve (or...

In this article we examine the rapid emergence and expansion of standardized product and process frameworks and a private-sector compliance and enforcement infrastructure that we believe may increasingly be providing a substitute for public and legal regulatory infrastructure in global commerce....

In this article, I briefly review the history of corporate law, and then describe current legal distinctions among organizational forms in order to argue that one of the characteristics that distinguishes corporations from partnership-type forms is the set of default rules that help organizers...

A substantial academic and popular literature argues that the performance of American corporations might improve if American corporations had long-term outside investors (relational investors) who would hold large stakes, actively monitor management performance, and engage with management in...

This essay draws on the experience of business people in the early 19th century U.S. to provide insights into the problems of creating effective institutions of capitalism in emerging market and transition economy countries. The essay argues that the unique contribution of the corporate legal...

This essay has two goals: to praise Professor Robert Clark as a remarkable corporate scholar, and to explore how his work has helped to advance our understanding of corporations and corporate law. Clark wrote his classic treatise at a time when corporate scholarship was dominated by a...

This essay reconsiders the role played by entity status and the separation of asset ownership from control in the corporate form, drawing on the experience of business people in the early 19th century U.S. for insights into the problems facing entrepreneurs and investors today in emerging market...

This Article argues that corporate status became popular in the nineteenth century as a way to organize production because of the unique manner in which incorporation permitted organizers to lock in financial capital. Unlike participants in a partnership, shareholders in an incorporated...

This Article engages the two hundred year history of corporate constitutional rights jurisprudence to show that the Supreme Court has long accorded rights to corporations based on the rationale that corporations represent associations of people from whom such rights are derived. The Article...