Firms sometimes break the law. When they do, a host of government agencies have power to bring enforcement actions against them, actions that serve to punish past wrongs, compensate victims, disgorge unlawful gains, deter others, and prevent recidivism. Each of these purposes but one —...

To sue a firm is to sue an artificial person, making the most reliable service method—physically handing papers to the defendant—unusable. This problem illustrates notice risk: if a plaintiff's service obligations are loose, it is advantaged (because the defendant may never receive notice),...

Securities regulation has a way of crossing into other lanes. What public companies do is subject to substantive law and regulation. How they govern themselves while doing it — or more importantly, how they disclose it — is securities regulation. So it's no surprise that the perennial...

Intracorporate arbitration provisions (IAPs) shift disputes over firms' internal affairs from public courts to private arbitration. These disputes affect the agency costs associated with governing a company, which in turn affect firm value. Thus, a firm that adopts an IAP should expect it to...

When a company goes public, does it acquire obligations beyond the investor-protection mandates of the securities laws? After all, a public park, a public road, a public school, or a public record all imply obligations owed to society at large. Conversely, does remaining private suggest that a...