Contract law affects behavior not just directly, by ordering damages, but also indirectly, by providing information on how the parties to the dispute behaved. Information from litigation can then help third parties decide whether to do business with the disputants going forward. Contract law...

In merger agreements, the seller makes contractual representations and warranties (“reps”) about the state of the target, e.g., attesting to the accuracy of the target’s financial statements. We obtain a proprietary sample of claims for breaches of the reps in acquisition agreements...

Computer software is a huge, worldwide industry, one in which the United States has become the dominant force. The maturation of the software industry has led to dramatic productivity gains, permitting businesses and individuals to accomplish more work with less effort. The industry's growth has...

This Article presents YUM! Brands, Inc. disclosure information and presents valuable insight into the risks of starting a business that shares intellectual property with another party. YUM! is the parent of entities such as KFC, Pizza Hut, and Taco Bell with locations around the world. YUM! is...

Throughout the Fall 2007 and into the new year 2008 private equity firms repeatedly attempted to terminate pending acquisitions. The litigation surrounding these purported terminations and heightened scrutiny directed upon the terms of private equity agreements opened a revealing window on a...

All contracts are necessarily incomplete. The inefficiencies of bargaining over every contingency, coupled with humans' innate bounded rationality, mean that contracts cannot anticipate and address every potential eventuality. One role of law is to fill gaps in incomplete contracts with default...

In a generation’s time, collaborative methods of innovation have become a centerpiece of modern economic organization. Rather than creating technology primarily in-house, companies often enter into complex contractual arrangements whereby innovation processes cross firm boundaries. This...

Inclusivity is perhaps the single most important human need to facilitate and demonstrate fairness for all members in an open and free society. When this principle need is compromised by appearances of unscrupulous self-interested privileged elites to perpetuate a systemic widening disparity...

This paper analyzes the relation between the quality of the legal enforcement of loan contracts and the allocation of credit to households, both theoretically and empirically.