This collection uses economic analysis to study some of the most pressing issues in corporate law. The last decade has brought certain corporate transactions and arrangements to the forefront of public attention and public debate. At the same time, a new mode of corporate law analysis has been developed - one that uses the tools of economics to identify the consequences and desirable features of corporate law rules. By bringing together work at the frontier of this method of analysis, the volume provides a good picture of the power, current state, and future direction of the economic analysis of corporate law. Written by some of the most prominent contributors to the field, many of the chapters focus directly on the corporate control transactions that have recently attracted the most interest and controversy - corporate takeovers, buy-outs, recapitalizations, and reorganizations.
Introduction; 1. Mergers, acquisitions, and leveraged buyoutsefficiency assessment Oliver E. Williamson; 2. Discounted share prices as a source of acquisition gains Reinier Kraakman; 3. Ties that bond: dual class common stock and the problem of shareholder choice Jeffrey N. Gordon; 4. Property rights in assets and resistance to tender offers David D. Haddock, Jonathan R. Macey, and Fred S. McChesney; 5. A new approach to corporate reorganizations Lucian Arye Bebchuk; 6. The corporate contract Frank H. Easterbrook and Daniel R. Fischel; 7. The state competition debate in corporate law Roberta Romano; 8. The positive role of tax law in corporate and capital markets Saul Levmore; 9. Ownership of the firm Henry Hansmann; Index.