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The Corporation Is Not A Nexus Of Contracts
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Book Synopsis The Corporation is Not a Nexus of Contracts by : Richard N. Langlois
Download or read book The Corporation is Not a Nexus of Contracts written by Richard N. Langlois and published by . This book was released on 2016 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Institutions and Evolution of Capitalism by : Francesca Gagliardi
Download or read book Institutions and Evolution of Capitalism written by Francesca Gagliardi and published by Edward Elgar Publishing. This book was released on 2019 with total page 384 pages. Available in PDF, EPUB and Kindle. Book excerpt: In just over 30 years, Geoff Hodgson has made substantial contributions to institutional economics, evolutionary economics, economic methodology, the history of economic thought and social theory. To mark his seminal work, this volume brings together original contributions by world-leading scholars in specific areas that have played a significant role in influencing his thinking or represent key debates to which he has contributed. Building on some of the most significant philosophical and methodological foundations underlying Hodgson's work, the volume is organised around the recurring themes of institutions, evolution and capitalism.
Book Synopsis The Rise of the Uncorporation by : Larry E. Ribstein
Download or read book The Rise of the Uncorporation written by Larry E. Ribstein and published by . This book was released on 2010 with total page 294 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Rise of the Uncorporation covers the history, law, and finance of unincorporated firms. These "uncorporations" including general and limited partnerships and limited liability companies, are now the dominant business form of non-publicly-traded firms. Through private equity and publicly traded partnerships, uncorporations have emerged as a significant force in the governance of a wide range of the biggest firms. This is the first general theoretical and practical overview of alternatives to incorporation, including ancillary concepts connected with the evolution of these firms, and analysis of likely future trends in business organization. The Rise of the Uncorporation provides a clear and easily understandable theoretical and practical background to this important subject.
Book Synopsis The Firm as a Nexus of Treaties by : Masahiko Aoki
Download or read book The Firm as a Nexus of Treaties written by Masahiko Aoki and published by Sage Publications (CA). This book was released on 1990 with total page 376 pages. Available in PDF, EPUB and Kindle. Book excerpt: Leading experts on the theory of the firm advance a new approach to understanding the nature of the firm, and open up the prospect of a new interdisciplinary "science of organization".
Book Synopsis Progressive Corporate Law by : Lawrence E Mitchell
Download or read book Progressive Corporate Law written by Lawrence E Mitchell and published by Routledge. This book was released on 2019-06-26 with total page 488 pages. Available in PDF, EPUB and Kindle. Book excerpt: Reflecting recent re-examinations of the nature and purpose of the modern publicly held corporation, Progressive Corporate Law introduces the reader to alternative perspectives within the field. The contributors to this volume are loosely bound both by their rejection of the prevailing paradigm of the corporation as a public good designed exclusively for the maximization of private profit and by their affirmative goal of designing corporate laws that accord better with the corporation's political and social realities. The resulting series of visions emphasizes communitarian themes of efficiency and morality of responsibility, altruism, and unity within the corporate form as well as between the corporation and the broader society. Progressive Corporate Law is important reading for business executives, lawyers, policymakers, and others who are concerned with the role of corporations in modem life. Designed to act as a springboard for stimulating discussion, it will be a valuable supplement to courses and seminars in corporate law and business ethics.
Book Synopsis The Governance of Corporate Groups by : Janet Dine
Download or read book The Governance of Corporate Groups written by Janet Dine and published by Cambridge University Press. This book was released on 2000-06-05 with total page 232 pages. Available in PDF, EPUB and Kindle. Book excerpt: Starting from a discussion of the theoretical underpinning of the place companies occupy in society, this book explores the consequences of adherence to free market contractualist theory, including the lack of regulatory control of a sufficiently robust nature. Professor Dine comments on the absence of a concept of governance of groups from a comparative perspective and considers the consequences of this absence for the conflict of laws. In particular, she highlights the tragic consequences of globalization by transnationals including polarization of income and environmental damage, and suggests a possible legal framework to prevent future damages.
Book Synopsis Corporate Governance in the Shadow of the State by : Marc Moore
Download or read book Corporate Governance in the Shadow of the State written by Marc Moore and published by Bloomsbury Publishing. This book was released on 2013-03-01 with total page 336 pages. Available in PDF, EPUB and Kindle. Book excerpt: Over recent decades corporate governance has developed an increasingly high profile in legal scholarship and practice, especially in the US and UK. But despite widespread interest, there remains considerable uncertainty about how exactly corporate governance should be defined and understood. In this important work, Marc Moore critically analyses the core dimensions of corporate governance law in these two countries, seeking to determine the fundamental nature of corporate governance as a subject of legal enquiry. In particular, Moore examines whether Anglo-American corporate governance is most appropriately understood as an aspect of 'private' (facilitative) law, or as a part of 'public' (regulatory) law. In contrast to the dominant contractarian understanding of the subject, which sees corporate governance as an institutional response to investors' market-driven private preferences, this book defines corporate governance as the manifestly public problem of securing the legitimacy – and, in turn, sustainability – of discretionary administrative power within large economic organisations. It emphasises the central importance of formal accountability norms in legitimating corporate managers' continuing possession and exercise of such power, and demonstrates the structural necessity of mandatory public regulation in this regard. In doing so it highlights the significant and conceptually irreducible role of the regulatory state in determining the key contours of the Anglo-American corporate governance framework. The normative effect is to extend the state's acceptable policy-making role in corporate governance, as an essential supplement to private ordering dynamics. Shortlisted for The Peter Birks Prize for Outstanding Legal Scholarship 2013.
Book Synopsis The Theory of the Firm by : Charles R.T O'Kelley
Download or read book The Theory of the Firm written by Charles R.T O'Kelley and published by . This book was released on 2011 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: What is a corporation? Who owns a corporation? What is the purpose or function of corporation law, particularly fiduciary duty? What is a firm? What does the theory of the firm tell us about the answer to the first three questions? These core questions form the backdrop for the paradigm shift in corporation law scholarship which occurred between 1970 and 1980 and for the current search for a new paradigm. This article reassesses the currently dominant nexus-of-contracts paradigm, and the current controversy over the normative validity of shareholder primacy, and articulate a new vision of the corporation as sole-proprietor surrogate. For four decades, until the 1970s, the Berle and Means paradigm dominated corporation law scholarship, much as it had dominated the New Deal reform agenda. This paradigm is based on the asserted empirical fact that shareholders, though unquestionably the owners of publicly-traded corporations, do not have effective control over most publicly-traded corporations. Berle and Means also made a normative claim: the primary purpose of corporation law - a regulatory purpose - is to protect shareholders from depredation at the hands of selfish or careless entrenched managers, a risk of harm made possible by separation of ownership and control. Not surprisingly, the dominant research agenda for corporation law scholars during the ascendancy of this paradigm was corporate law reform intended to better regulate the conduct of corporate managers or otherwise protect shareholders' interests. Equally unremarkably, scholars working out the implications of the dominant paradigm - Progressives - gave little thought to the definition of a corporation, other than to distinguish it from other business forms with different legal attributes, and gave no thought at all to economists' theorizing about the nature of the firm or the implications for law reform of classical microeconomic theory. During the 1970s, fueled by the law and economics movement and neo-classical economists' work on the theory of the firm, a remarkable paradigm shift occurred. By the early 1980s, paying homage to R. H. Coase, but more directly relying on the work of Jensen & Meckling, law and economics scholars had accomplished a corporation law coup d'etat, overwhelming the defenders of the Berle and Means paradigm, and installing a new paradigm - the nexus-of-contracts theory of the corporation, and the corresponding maxim that corporation law could best be understood through economic analysis. Under the nexus-of-contracts paradigm the corporation is depersonalized and described not as an artificial entity created by the state and subject to the state's paternalistic shareholder-protective regulation, but instead as a nexus of voluntary contractual relationships between and among shareholders, managers, employees, bondholders, suppliers, customers and other corporate constituencies. However, the now dominant contractarian model has not achieved the near universal acceptance that its predecessor achieved as evidenced by the growing number of scholars who identify as progressives, who reject the “politics” that they associate with new paradigm, and yet find certain aspects of contractarianism irrefutable. I suggest that the current lack of harmony in corporation law scholarship, and the resulting failure to fully integrate legal and economic insights about the firm and the corporation into our study of corporation law, begins with a universal but unrecognized move which all corporation law scholars seem to make - treating the terms “the firm” and “the corporation” as perfect substitutes for each other when referencing a particular incorporated business enterprise. Consider two statements: General Motors is a firm; General Motors is a corporation. As so used, the words “firm” and “corporation” have identical meaning for most economists and legal scholars. The current dialog is further confused by viewing the firm as having no center. If we depict a sole proprietorship as a circle encompassing its constituents, that firm would have a center, the sole proprietor, who owns the firm's property, serves as the node for all contracts, and determines and directs the firm's policies. In contrast, all corporation law scholars apparently view the corporation as a firm with no center, or, as having at its center an artificial and empty contracting node provided by corporation law. This article demonstrates that the equation of “the firm” and “the corporation” is a fundamental error which masks a principal role of corporation law - providing a substitute or surrogate for the sole proprietor in firms that find it desirable to split ownership among more than one individual - and which encourages the view that corporation law protects, or should protect, the interests of “other constituencies.” I demonstrate that if we conceive of the firm as a circle encompassing its constituents, the corporation should be depicted as a smaller circle within the firm, which smaller circle contains the corporation's shareholders and directors. With this conceptual shift, corporation law can be described as focusing solely on the relationships between and among shareholders, officers and directors because they are the only constituents of the corporation. Moreover, we can see that the corporation is the smaller circle within the firm which serves as the locus, or contracting node, for the other contractual relationships that make up the firm, just as the sole proprietor is the party to all contracts in the classic firm. Part I traces the evolution of the nexus-of-contracts paradigm from the work of Frank Knight and R.H. Coase to the present, highlighting the current debate as to whether the Shareholder Primacy norm is a central tenet of, or is inevitably legitimated by, the nexus-of-contracts account of corporation law. Part II introduces the Corporation as Sole-Proprietor Surrogate model and tests its utility in the context of the current debate over the shareholder primacy norm. The article concludes with some tentative observations about the research agenda suggested by the new theory, including its implications for the study of corporate governance and the discussion of corporate social responsibility.
Download or read book The Law Market written by Erin A. O'Hara and published by Oxford University Press. This book was released on 2009-02-09 with total page 289 pages. Available in PDF, EPUB and Kindle. Book excerpt: Today, a California resident can incorporate her shipping business in Delaware, register her ships in Panama, hire her employees from Hong Kong, place her earnings in an asset-protection trust formed in the Cayman Islands, and enter into a same-sex marriage in Massachusetts or Canada--all the while enjoying the California sunshine and potentially avoiding many facets of the state's laws. In this book, Erin O'Hara and Larry E. Ribstein explore a new perspective on law, viewing it as a product for which people and firms can shop, regardless of geographic borders. The authors consider the structure and operation of the market this creates, the economic, legal, and political forces influencing it, and the arguments for and against a robust market for law. Through jurisdictional competition, law markets promise to improve our laws and, by establishing certainty, streamline the operation of the legal system. But the law market also limits governments' ability to enforce regulations and protect citizens from harmful activities. Given this tradeoff, O'Hara and Ribstein argue that simple contractual choice-of-law rules can help maximize the benefits of the law market while tempering its social costs. They extend their insights to a wide variety of legal problems, including corporate governance, securities, franchise, trust, property, marriage, living will, surrogacy, and general contract regulations. The Law Market is a wide-ranging and novel analysis for all lawyers, policymakers, legislators, and businesses who need to understand the changing role of law in an increasingly mobile world.
Book Synopsis The Contract of Employment by : Alan Bogg
Download or read book The Contract of Employment written by Alan Bogg and published by Oxford University Press. This book was released on 2016 with total page 730 pages. Available in PDF, EPUB and Kindle. Book excerpt: The contract of employment is the central legal institution of modern English employment law. It provides the foundation upon which most statutory employment rights are constructed; it provides a conduit for the implementation of norms negotiated in collective bargaining; and it continues to provide a contractual structure for the terms and conditions of employment for a significant proportion of the working population. The Contract of Employment provides the most ambitious and comprehensive treatise on the theoretical and doctrinal aspects of the English contract of employment in the common law world. Under the general editorship of Professor Mark Freedland, the text has been produced by a team of world leading experts in employment law. Part I examines the theoretical context to the contract of employment, studying its structure and development from a wide variety of theoretical and comparative perspectives. Part II provides an exposition and analysis of the doctrinal aspects of the contract of employment. The coverage of The Contract of Employment is unrivalled in its depth, detail and sophistication. The legal analysis is always informed by a keen sense of the modern labour market context of the contract of employment, and it is sensitive to contemporary challenges such as precariousness, the interaction with migration law, the role of legislation in the contract of employment, and the decline of collective bargaining. It will be the principal reference point for the practitioners, judges, and academics concerned with the contract of employment as a legal category, both nationally and internationally.
Book Synopsis The Genius of American Corporate Law by : Roberta Romano
Download or read book The Genius of American Corporate Law written by Roberta Romano and published by American Enterprise Institute. This book was released on 1993 with total page 180 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is a study of the structure of American corporate law, which combines economic analysis with empirical insights to produce a number of policy insights. It is suitable for anyone studying corporate law, securities regulation, comparative company law or federalism.
Download or read book Business Persons written by Eric W. Orts and published by Oxford University Press, USA. This book was released on 2013-08-29 with total page 327 pages. Available in PDF, EPUB and Kindle. Book excerpt: Business firms are ubiquitous in modern society, but an appreciation of how they are formed and for what purposes requires an understanding of their legal foundations. This book provides a scholarly and yet accessible introduction to the legal framework of modern business enterprises. It explains how the legal ideas allow for the construction and recognition of business firms as persons having rights and responsibilities. It also shows how law sets the boundariesof firms. Specific applications include contributions to debates about executive compensation and political free-speech rights of corporations. Anyone who wishes to have a deeper understanding of thenature of business firms and their role in modern society will benefit from reading this book.
Book Synopsis Comparative Corporate Governance by : Véronique Magnier
Download or read book Comparative Corporate Governance written by Véronique Magnier and published by Edward Elgar Publishing. This book was released on 2017-08-25 with total page 233 pages. Available in PDF, EPUB and Kindle. Book excerpt: Comparative Corporate Governance considers the effects of globalization on corporate governance issues and highlights how, despite these widespread consequences, predictions of legal convergence have not come true. By adopting a comparative legal approach, this book explores the disparity between convergence attempts and the persistence of local models of governance in the US, Europe and Asia.
Book Synopsis We the Corporations: How American Businesses Won Their Civil Rights by : Adam Winkler
Download or read book We the Corporations: How American Businesses Won Their Civil Rights written by Adam Winkler and published by Liveright Publishing. This book was released on 2018-02-27 with total page 485 pages. Available in PDF, EPUB and Kindle. Book excerpt: National Book Award for Nonfiction Finalist National Book Critics Circle Award for Nonfiction Finalist A New York Times Notable Book of the Year A Washington Post Notable Book of the Year A PBS “Now Read This” Book Club Selection Named one of the Best Books of the Year by the Economist and the Boston Globe A landmark exposé and “deeply engaging legal history” of one of the most successful, yet least known, civil rights movements in American history (Washington Post). In a revelatory work praised as “excellent and timely” (New York Times Book Review, front page), Adam Winkler, author of Gunfight, once again makes sense of our fraught constitutional history in this incisive portrait of how American businesses seized political power, won “equal rights,” and transformed the Constitution to serve big business. Uncovering the deep roots of Citizens United, he repositions that controversial 2010 Supreme Court decision as the capstone of a centuries-old battle for corporate personhood. “Tackling a topic that ought to be at the heart of political debate” (Economist), Winkler surveys more than four hundred years of diverse cases—and the contributions of such legendary legal figures as Daniel Webster, Roger Taney, Lewis Powell, and even Thurgood Marshall—to reveal that “the history of corporate rights is replete with ironies” (Wall Street Journal). We the Corporations is an uncompromising work of history to be read for years to come.
Book Synopsis Corporate Governance of Non-Listed Companies by : Joseph A. McCahery
Download or read book Corporate Governance of Non-Listed Companies written by Joseph A. McCahery and published by Oxford University Press. This book was released on 2010-09-30 with total page 310 pages. Available in PDF, EPUB and Kindle. Book excerpt: Closely held companies (those with the potential to go public, family firms, partnerships and private equity) have particular governance problems. This book examines what constitutes good governance in these companies, how control is gained, and how the closely held firm can stimulate growth and extend innovation.
Book Synopsis The Future of the Commercial Contract in Scholarship and Law Reform by : Maren Heidemann
Download or read book The Future of the Commercial Contract in Scholarship and Law Reform written by Maren Heidemann and published by Springer. This book was released on 2018-11-02 with total page 472 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book explores commercial contract law in scholarship and legal practice, suggests new research agendas and provides a forum for debate of typical issues that might benefit from further attention by scholarship and legislatures. The authors from over ten different jurisdictions take an international and comparative approach. Not confined to EU law it re-opens the debate internationally and seeks to reclaim the wider meaning of European law as rooted in geography and cultural legal heritage. There is a need to focus on commercial contracts in more detail in research and legislation. The transactional approach, the role of recent law reform, including the new French Civil Code, cross-border dealings, substantive contract law in public international law and ICSID arbitration as well as current contractual practices like OEM, CSR, contractual co-operation, sustainability and intra-corporate arbitration contribute to a wider regulatory outlook for commercial transactions.
Book Synopsis Corporate Law by : Stephen M. Bainbridge
Download or read book Corporate Law written by Stephen M. Bainbridge and published by . This book was released on 2009 with total page 532 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporations classes present students with two related problems: First, many students have trouble understanding the cases studied because they do not understand the transactions giving rise to those cases. Second, Corporations classes at many law schools are taught from a law and economics perspective, which many students find unfamiliar and/or daunting. Yet, with few exceptions, corporate law treatises and other study aids have essentially ignored the law and economics revolution. This book is intended to remedy these difficulties. The pedagogy is up-to - date, with a strong emphasis on the doctrinal issues taught in today's Corporations classes and, equally important, a mainstream economic analysis of the major issues in the course. As such, the text is coherent and cohesive: It provides students not only with an overview of the course, but also (and more importantly) with a unifying method of thinking about the course. Using a few basic tools of law and economics-price theory, game theory, and the theory of the firm literature-students will come to see corporate law as the proverbial "seamless web." Finally, the text is highly readable: The style is simple, direct, and reader- friendly. Even when dealing with complicated economic or financial issues, the text seeks to make those issues readily accessible.