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Working Papers


The Private Ordering Solution to Multiforum Shareholder Litigation
Roberta Romanoand Sarath Sanga

Commissioner Gallagher's and Professor Grundfest's Wrongful Attack on the Shareholder Rights Project
Jonathan R.Macey

Is the U.S. Law Enforcement Stronger than that of a Developing Country? The Case of Securities Fraud by Brazilian Corporations and Lessons for the Private andPublic Enforcement Debate
Erica Gorga

Why Law Firms Collapse
John Morley

Third Party Beneficiaries and Contractual Networks
Alan Schwartz and Robert E. Scott


The Impact of the Financial Crisis on Nonfinancial Firms: The Case of Brazilian Corporations and the 'Double Circularity' Problem in Transnational Securities Litigation
Erica Gorga

Regulating for Rationality
Alan Schwartz

Further Assessment of the Iron Law of Financial Regulation: A Postscript to Regulating in the Dark
Roberta Romano

The Market for Corporate Law Redux
Roberta Romano

Incomplete Organizations: Legal Entities and Asset Partitioning in Roman Commerce
Henry Hansmann, Reinier Kraakman and Richard Squire

Ronald Coase, Firms and Markets
George L. Priest

Innovation Sticks: The Limited Case for Penalizing Failures to Innovate
Ian Ayres and Amy Kapczynski

Corporate Control & Governance after a Decade from 'Novo Mercado': Changes in Ownership Structures and Shareholder Power in Brazil
Erica Gorga

Litigation Discovery and Corporate Governance: The Missing Story About the 'Genius of American Corporate Law'
Erica Gorga and Michael Halberstam

The Flawed Mechanics of Mutual Fund Fee Litigation
Quinn Curtis and John Morley

Bounded Institutions
Yair Listokin

Beyond Diversification: The Pervasive Problem of Excessive Fees and 'Dominated Funds' in 401(k) Plans
Ian Ayres and Quinn Curtis

Anti-Herding Regulation

Ian Ayres and Joshua Mitts

Finding Order in the Morass: The Three Real Justifications for Piercing the Corporate Veil
Jonathan R. Macey and Joshua Mitts

Getting Incentives Right: Is Deferred Bank Executive Compensation Sufficient?
Sanjai Bhagat, Brian Bolton and Roberta Romano

Challenges in Global Financial Services
Erica Gorga, Roberta Romano and Natalya Shnitser

The Role of Social Enterprise and Hybrid Organizations
Ofer Eldar


Bork's Strategy, Price Fixing, and the Influence of the Chicago School on Modern Antitrust Law
George L. Priest

The No Reading Problem in Consumer Contract Law
Ian Ayres and Alan Schwartz

Destructive Federal Preemption of State Wealth Transfer Law in Beneficiary Designation Cases: Hillman Doubles Down on Egelhoff
John H. Langbein

Skeletons in the Database: An Early Analysis of the CFPB's Consumer Complaints
Ian Ayres, Jeff Lingwall and Sonia Steinway

Managerial Distance and Virtual Ownership: The Governance of Industrial Foundations
Henry Hansmann and Steen Thomsen

The Evolution of Shareholder Voting Rights: Separation of Ownership and Consumption
Henry Hansmann and Mariana Pargendler


Contracting about Private Benefits of Control
Ronald J. Gilson and Alan Schwartz

Technological Innovation, International Competition, and the Challenges of International Income Taxation
Michael J. Graetz and Rachel Doud

Constraints on Private Benefits of Control: Ex Ante Control Mechanisms Versus Ex Post Transaction Review
Ronald J. Gilson and Alan Schwartz

For Diversity in the International Regulation of Financial Institutions: Critquing and Recalibrating the Basel Architecture
Roberta Romano

Ex Tempore Contracting
Andrew Verstein

Firm Ownership and Organizational Form
Henry Hansmann

Reflections on the End of History for Corporate Law
Henry Hansmann and Reinier Kraakman

Conceptualizing Contractual Interpretation
Alan Schwartz and Joel Watson

Standard Oil, the Origins of Dual Antitrust Jurisdiction in the U.S., and the Modern Justification for Unified Enforcement
George L. Priest

Long Term Contracting with Private Information
Tracy Lewis and Alan Schwartz

Framing Contracts - Why Loss Framing Increases Effort
Richard R. W. Brooks, Alexander Stremitzer and Stephan W. Tontrup

Rethinking the Economic Basis of the Standard Oil Refining Monopoly: Dominance Against Competing Cartels
George L. Priest


Beyond Ex Post Expediency - An Ex Ante View of Rescission and Restitution
Richard R. W. Brooks and Alexander Stremitzer

Regulating in the Dark
Roberta Romano

The Costs of Complex Land Titles: Two Examples from China
Robert C. Ellickson

Anti-Corruption Policy: Can International Actors Play a Constructive Role?
Susan Rose-Ackerman

Why the U.S. Does Not Have a Renewable Energy Policy
E. Donald Elliott

Assessing Dodd-Frank
Andrew Verstein and Roberta Romano

Two Culture Problems in Law and Economics
Alan Schwartz

Intertemporal Choice and Legal Constraints
Keith Chen and Alan Schwartz

Rethinking the Laws of Good Faith Purchase
Alan Schwartz and Robert E. Scott

The Myth of Efficient Breach: New Defenses of the Expectation Interest
Daniel Markovits and Alan Schwartz

Tax Inclusive, Tax Exclusive, and Tax Bases in Between
Yair Listokin

Taxation and Liquidity
Yair Listokin

Reducing Systemic Risk: The Role of Money Market Mutual Funds as Substitutes for Federally Insured Bank Deposits
Jonathan R. Macey


Against Financial Regulation Harmonization: A Comment
Roberta Romano

Diversification Across Time
Ian Ayres and Barry J. Nalebuff

Randomizing Law
Michael Abramowicz , Ian Ayres and Yair Listokin

Remedies On and Off Contract
Richard R. W. Brooks and Alexander Stremitzer

Taking Exit Rights Seriously: Why Governance and Fee Litigation Don't Work in Mutual Funds
John Morley and Quinn Curtis

Burn the Rembrandt? Trust Law's Limits on the Settlor's Power to Direct Investments
John H. Langbein

Regulatory Dualism as a Development Strategy: Corporate Reform in Brazil, the U.S., and the EU
Ronald J. Gilson , Henry Hansmann and Mariana Pargendler

If You Misrate, then You Lose: Improving Credit Rating Accuracy Through Incentive Compensation
Yair Listokin and Benjamin Taibleson

The Meaning of Contractual Silence: A Field Experiment
Yair Listokin


On and Off Contract Remedies
Richard R. W. Brooks and Alexander Stremitzer

Insolvency and Biased Standards - The Case for Proportional Liability
Alexander Stremitzer and Avraham D. Tabbach

Reforming Executive Compensation: Simplicity, Transparency and Committing to the Long-Term
Sanjai Bhagat and Roberta Romano

Contract Interpretation Redux
Alan Schwartz and Robert E. Scott

Breach Remedies Inducing Hybrid Investments
Alexander Stremitzer and Daniel Goller

Stabilizing the Economy Through the Income Tax Code
Yair Listokin

The Essential Elements of Corporate Law
John Armour , Henry Hansmann and Reinier Kraakman

Agency Problems, Legal Strategies, and Enforcement
John Armour , Henry Hansmann and Reinier Kraakman

The Future of Financial Regulation
John D. Morley and Roberta Romano

Does the Sarbanes-Oxley Act Have a Future?
Roberta Romano

If You Give Shareholders Power, Do They Use It? An Empirical Analysis
Yair Listokin

Intertemporal Choice and Legal Constraints
Alan Schwartz and Keith Chen

The Pivotal Mechanism and Organizational Control
Yair Listokin

How the Obama Administration should Regulate the Financial Sector
Michael Solender

Reforming Executive Compensation: Focusing and Committing to the Long-Term
Sanjai Bhagat and Roberta Romano


Learning through Policy Variation
Yair Listokin

Helping Law Catch Up to Markets: Applying Broker-Dealer Law to Subprime Mortgages
Jonathan R. Macey , Geoffrey P. Miller , Maureen O'Hara and Gabriel D. Rosenberg

Assessing Post-ADA Employment: Some Econometric Evidence and Policy Considerations
John J. Donohue III, Michael Stein , Sascha Becker and Christopher L. Griffin Jr.

A Multilateral Solution for the Income Tax Treatment of Interest Expenses
Michael J. Graetz

Market Damages, Efficient Contracting and the Economic Waste Fallacy
Alan Schwartz and Robert E. Scott

Corporate Voting vs. Market Price Setting
Yair Listokin

Promises to Keep: Metaphors and Meta-Strategies For Corporate Practitioners To Raise the Bar In Achieving Excellence as Gatekeepers and as Lawyer-Statesmen
Craig M. Wasserman

Globalizing Commercial Litigation
J. C. Dammann and Henry Hansmann

Interpreting Empirical Estimates of the Effect of Corporate Governance
Yair Listokin

Does Shareholder Voting Maximize Stock Market Value?
Yair Listokin


Rethinking Antitrust Law in an Age of Network Industries
George L. Priest

The Promise and Peril of Corporate Governance Indices
Sanjai Bhagat , Brian J. Bolton and Roberta Romano

Tradable Patent Rights: A New Approach to Innovation
Ian Ayres and Gideon Parchomovsky

Why Did Trust Law Become Statute Law in the United States?
John H. Langbein

Modes of Gap Filling: Good Faith and Fiduciary Duties Reconsidered
Mariana Pargendler

Intellectual Property as Property: Delineating Entitlements in Information
Henry E. Smith

Institutional Investors and Proxy Voting: The Impact of the 2003 Mutual Fund Voting Disclosure Regulation
Martijn Cremers and Roberta Romano

Management Always Wins the Close Ones
Yair Listokin

A Global Market for Judicial Services
Jens Dammann and Henry Hansmann

United States Courts and the Optimal Deterrence of International Cartels: A Welfarist Perspective on Empagran
Alvin K. Klevorick and Alan O. Sykes

Behavioral Law and Economics
Christine Jolls


Valuation of Collateral
Alan Schwartz

New Rules for Promissory Fraud
Ian Ayres and Gregory Klass

Price Discrimination with Contract Terms: The Lost Volume Problem
Barry E. Adler and Alan Schwartz

"Paying for Performance in Bankruptcy: Why CEOs Should be
Compensated with Debt"

Yair Listokin

What Do Corporate Default Rules and Menus Do? An Empirical Examination
Yair Listokin

Is Secured Debt Used to Redistribute Value from Tort Claimants in Bankruptcy? An Empirical Analysis
Yair Listokin

The Law and Economics of Preliminary Agreements
Alan Schwartz and Robert E. Scott

Dear Prudence: Finding a Proper Balance in the Post-Enron Regulatory and Enforcement Arena
Craig M. Wasserman

Federalism vs. Federalization: Preserving the Division of Responsibility in Corporation Law
E. Norman Veasey, Shawn Pompian and Christine Di Guglielmo

Law and the Rise of the Firm
Henry Hansmann , Reinier Kraakman and Richard C. Squire

Modularity in Contracts: Boilerplate and Information Flow
Henry E. Smith


Accounting and Litigation Risk
Zhiyan Cao and Ganapathi Narayanamoorthy

Is the Dutch Auction IPO a Good Idea?
Anita I. Anand

From Orders to Markets
Jonathan R. Macey and Maureen O'Hara

After the Revolution in Corporate Law
Roberta Romano

Empirical Studies of Corporate Law
Sanjai Bhagat and Roberta Romano

The States as a Laboratory: Legal Innovation and State Competition for Corporate Charters
Roberta Romano

Foreign Direct Investment and the Business Environment in Developing Countries: The Impact of Bilateral Investment Treaties
Susan Rose-Ackerman and Jennifer Tobin

Questioning the Trust Law Duty of Loyalty: Sole Interest or Best Interest?
John H. Langbein

Is Regulatory Competition a Problem or Irrelevant for Corporate Governance?
Roberta Romano

Extraterritorial Courts for Corporate Law
Henry Hansmann and Jens Dammann

A Normative Theory of Business Bankruptcy
Alan Schwartz


Agency Problems and Legal Strategies
Henry Hansmann and Reinier Kraakman

The Sarbanes-Oxley Act and the Making of Quack Corporate Governance
Roberta Romano

Promissory Fraud Without Breach
Ian Ayres and Gregory Klass

What is Corporate Law?
Henry Hansmann and Reinier Kraakman

Trigger Happy or Gun Shy? Dissolving Common-Value Partnerships with Texas Shootouts
Richard R.W. Brooks and Kathryn E. Spier

Understanding MACs: Moral Hazard in Acquisitions
Ronald J. Gilson and Alan Schwartz

The Law and Economics of Costly Contracting
Alan Schwartz and Joel C. Watson

Was Arthur Andersen Different? An Empirical Examination of Major Accounting Firms' Audits of Large Clients
Theodore Eisenberg and Jonathan R. Macey


Observations on the Role of Commodification, Independence and Governance in the Accounting Industry
Jonathan R. Macey and Hillary A. Sale

Who Should Pay for Bankruptcy Costs?
Ivo Welch, Arturo Bris and Alan Schwartz

Contract Theory and the Limits of Contract Law
Alan Schwartz and Robert E. Scott

What ERISA Means by 'Equitable': The Supreme Court's Trail of Error in Russell, Mertens and Great-West
John H. Langbein


Optimal Penalties in Contracts
Aaron S. Edlin and Alan Schwartz

Ownership Form and Trapped Capital in the Hospital Industry
Henry Hansmann, Daniel P. Kessler and Mark B. McClellan

Does Confidential Proxy Voting Matter?
Roberta Romano

The Law and Economics of Costly Contracting
Alan Schwartz and Joel C. Watson


The Need for Competition in International Securities Regulation
Roberta Romano

Endowment Effects Within Corporate Agency Relationships
Jennifer Arlen, Matthew L. Spitzer, Eric L. Talley

Event Studies and the Law: Part II - Empirical Studies of Corporate Law
Sanjai Bhagat and Roberta Romano

Assessing the Cost of Regulatory Protections: Evidence on the Decision to Sell Securities Outside the United States
Stephen J. Choi

Event Studies and the Law - Part I: Technique and Corporate Litigation
Sanjai Bhagat and Roberta Romano

Sales and Elections as Methods for Transferring Corporate Control
Ronald J. Gilson and Alan Schwartz

Substitutes for Insider Trading
Ian Ayres and Joseph Bankman


A Dilution Mechanism for Valuing Corporations in Bankruptcy
Barry E. Adler and Ian Ayres

Less Is More: Making Shareholder Activism A Valued Mechanism Of Corporate Governance
Roberta Romano

Economic and Legal Aspects of Costly Recontracting
Alan Schwartz and Joel C. Watson

The End Of History For Corporate Law
Henry Hansmann and Reinier Kraakman


The Employment Contract
Ian Ayres and Stewart J. Schwab

Higher Education As An Associative Good
Henry Hansmann

Regulating Consumer Bankruptcy: A Theoretical Inquiry
Barry E. Adler, Ben Polak and Alan Schwartz

Law And Post-privatization Regulatory Reform: Perspectives From The U.S. Experience
Peter H. Schuck

'Grand' Corruption and the Ethics of Global Business
Susan Rose-Ackerman

Karl Llewellyn and the Origins of Contract Theory
Alan Schwartz

Threatening Inefficient Performance of Injunctions and Contracts
Ian Ayres and Kristin M. Madison