The Corporation As Contract

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The Corporate Contract in Changing Times

Author : Steven Davidoff Solomon
Publisher : University of Chicago Press
ISBN 13 : 022659940X
Total Pages : 364 pages
Book Rating : 4.2/5 (265 download)

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Book Synopsis The Corporate Contract in Changing Times by : Steven Davidoff Solomon

Download or read book The Corporate Contract in Changing Times written by Steven Davidoff Solomon and published by University of Chicago Press. This book was released on 2019-03-08 with total page 364 pages. Available in PDF, EPUB and Kindle. Book excerpt: Over the past few decades, significant changes have occurred across capital markets. Shareholder activists have become more prominent, institutional investors have begun to wield more power, and intermediaries like investment advisory firms have greatly increased their influence. These changes to the economic environment in which corporations operate have outpaced changes in basic corporate law and left corporations uncertain of how to respond to the new dynamics and adhere to their fiduciary duties to stockholders. With The Corporate Contract in Changing Times, Steven Davidoff Solomon and Randall Stuart Thomas bring together leading corporate law scholars, judges, and lawyers from top corporate law firms to explore what needs to change and what has prevented reform thus far. Among the topics addressed are how the law could be adapted to the reality that activist hedge funds pose a more serious threat to corporations than the hostile takeovers and how statutory laws, such as the rules governing appraisal rights, could be reviewed in the wake of appraisal arbitrage. Together, the contributors surface promising paths forward for future corporate law and public policy.

The Economic Structure of Corporate Law

Author : Frank H. Easterbrook
Publisher : Harvard University Press
ISBN 13 : 0674253833
Total Pages : 386 pages
Book Rating : 4.6/5 (742 download)

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Book Synopsis The Economic Structure of Corporate Law by : Frank H. Easterbrook

Download or read book The Economic Structure of Corporate Law written by Frank H. Easterbrook and published by Harvard University Press. This book was released on 1996-02-01 with total page 386 pages. Available in PDF, EPUB and Kindle. Book excerpt: The authors argue that the rules and practices of corporate law mimic contractual provisions that parties would reach if they bargained about every contingency at zero cost and flawlessly enforced their agreements. But bargaining and enforcement are costly, and corporate law provides the rules and an enforcement mechanism that govern relations among those who commit their capital to such ventures. The authors work out the reasons for supposing that this is the exclusive function of corporate law and the implications of this perspective.

Working with Contracts

Author : Charles M. Fox
Publisher : Practising Law Institute
ISBN 13 : 9781402401589
Total Pages : 312 pages
Book Rating : 4.4/5 (15 download)

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Book Synopsis Working with Contracts by : Charles M. Fox

Download or read book Working with Contracts written by Charles M. Fox and published by Practising Law Institute. This book was released on 2002 with total page 312 pages. Available in PDF, EPUB and Kindle. Book excerpt: Contract drafting is different from the other types of writing that a new lawyer is faced with. Law school contracts classes rarely consider the issues that arise in sophisticated commercial transactions. A new lawyer is therefore forced to learn by doing and observing -- in high-pressure 'on the job' training. Now there is help. Working with Contracts: What Law School Doesn't Teach You provides the beginning lawyer with an operative understanding of the vocabulary and the building blocks of contracts. It introduces the basic elements of all contracts; describes the lawyer's role in the drafting and negotiating process; discusses amendments, waivers, and consents; and addresses issues that arise in reviewing contracts, including due diligence issues. It also offers sample provisions, drafting checklists, and an expansive glossary of contract language and basic transactional practice.

The Social Contract of the Firm

Author : Lorenzo Sacconi
Publisher : Springer Science & Business Media
ISBN 13 : 3642573002
Total Pages : 240 pages
Book Rating : 4.6/5 (425 download)

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Book Synopsis The Social Contract of the Firm by : Lorenzo Sacconi

Download or read book The Social Contract of the Firm written by Lorenzo Sacconi and published by Springer Science & Business Media. This book was released on 2012-12-06 with total page 240 pages. Available in PDF, EPUB and Kindle. Book excerpt: In order to survive as a social institution a firm needs a constitutional social contract, even though implicit, among its stakeholders. This social contract must exist if an institution is to be justified. The book focuses on two main issues: To find out the terms of the hypothetical agreement among the firm's stakeholders in an ex ante perspective and to understand the endogenous mechanism generating appropriate incentives that induce to comply with the social contract itself, as seen in the ex post perspective.

Reconstructing the Corporation

Author : Grant M. Hayden
Publisher : Cambridge University Press
ISBN 13 : 1108916198
Total Pages : 289 pages
Book Rating : 4.1/5 (89 download)

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Book Synopsis Reconstructing the Corporation by : Grant M. Hayden

Download or read book Reconstructing the Corporation written by Grant M. Hayden and published by Cambridge University Press. This book was released on 2021-03-11 with total page 289 pages. Available in PDF, EPUB and Kindle. Book excerpt: Modern corporations contribute to a wide range of contemporary problems, including income inequality, global warming, and the influence of money in politics. Their relentless pursuit of profits, though, is the natural outcome of the doctrine of shareholder primacy. As the consensus around this doctrine crumbles, it has become increasingly clear that the prerogatives of corporate governance have been improperly limited to shareholders. It is time to examine shareholder primacy and its attendant governance features anew, and reorient the literature around the basic purpose of corporations. This book critically examines the current state of corporate governance law and provides decisive rebuttals to longstanding arguments for the exclusive shareholder franchise. Reconstructing the Corporation presents a new model of corporate governance - one that builds on the theory of the firm as well as a novel theory of democratic participation - to support the extension of the corporate franchise to employees.

Firms, Contracts, and Financial Structure

Author : Oliver Hart
Publisher : Clarendon Press
ISBN 13 : 0191521728
Total Pages : 244 pages
Book Rating : 4.1/5 (915 download)

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Book Synopsis Firms, Contracts, and Financial Structure by : Oliver Hart

Download or read book Firms, Contracts, and Financial Structure written by Oliver Hart and published by Clarendon Press. This book was released on 1995-10-05 with total page 244 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book provides a framework for thinking about economic instiutions such as firms. The basic idea is that institutions arise in situations where people write incomplete contracts and where the allocation of power or control is therefore important. Power and control are not standard concepts in economic theory. The book begins by pointing out that traditional approaches cannot explain on the one hand why all transactions do not take place in one huge firm and on the other hand why firms matter at all. An incomplete contracting or property rights approach is then developed. It is argued that this approach can throw light on the boundaries of firms and on the meaning of asset ownership. In the remainder of the book, incomplete contacting ideas are applied to understand firms' financial decisions, in particular, the nature of debt and equity (why equity has votes and creditors have foreclosure rights); the capital structure decisions of public companies; optimal bankruptcy procedure; and the allocation of voting rights across a company's shares. The book is written in a fairly non-technical style and includes many examples. It is aimed at advanced undergraduate and graduate students, academic and business economists, and lawyers as well as those with an interest in corporate finance, privatization and regulation, and transitional issues in Eastern Europe, the former Soviet Union, and China. Little background knowledge is required, since the concepts are developed as the book progresses and the existing literature is fully reviewed.

The Genius of American Corporate Law

Author : Roberta Romano
Publisher : American Enterprise Institute
ISBN 13 : 9780844738369
Total Pages : 180 pages
Book Rating : 4.7/5 (383 download)

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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.

Capitalism, Corporations and the Social Contract

Author : Samuel F. Mansell
Publisher : Cambridge University Press
ISBN 13 : 1107015529
Total Pages : 199 pages
Book Rating : 4.1/5 (7 download)

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Book Synopsis Capitalism, Corporations and the Social Contract by : Samuel F. Mansell

Download or read book Capitalism, Corporations and the Social Contract written by Samuel F. Mansell and published by Cambridge University Press. This book was released on 2013-03-14 with total page 199 pages. Available in PDF, EPUB and Kindle. Book excerpt: Samuel Mansell critiques the principles of stakeholder theory, proposing instead a qualified version of Friedman's shareholder theory.

Foundational Principles of Contract Law

Author : Melvin A. Eisenberg
Publisher : Oxford University Press
ISBN 13 : 0199875677
Total Pages : 905 pages
Book Rating : 4.1/5 (998 download)

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Book Synopsis Foundational Principles of Contract Law by : Melvin A. Eisenberg

Download or read book Foundational Principles of Contract Law written by Melvin A. Eisenberg and published by Oxford University Press. This book was released on 2018-09-20 with total page 905 pages. Available in PDF, EPUB and Kindle. Book excerpt: Foundational Principles of Contract Law not only sets out the principles and rules of contract law, it places more emphasis on what the principles and rules of contract law should be, based on policy, morality, and experience. A major premise of the book is that the best way to grasp contract law is to understand it from a critical perspective as an organic, dynamic subject. When contract law is approached in this way it is much easier to grasp and learn than when it is presented simply as a static collection of principles and rules. Professor Eisenberg covers almost all areas of contract law, including the enforceability of promises, remedies for breach of contract, problems of assent, form contracts, the effect of mistake and changed circumstances, interpretation, and problems of performance. Although the emphasis of the book is on the principles and rules of contract law, it also covers important theories in contract law, such as the theory of efficient breach, the theory of overreliance, the normative theory of contracts, formalism, and theories of contract interpretation.

Force Majeure and Hardship Under General Contract Principles

Author : Christoph Brunner
Publisher : Kluwer Law International B.V.
ISBN 13 : 9041127925
Total Pages : 626 pages
Book Rating : 4.0/5 (411 download)

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Book Synopsis Force Majeure and Hardship Under General Contract Principles by : Christoph Brunner

Download or read book Force Majeure and Hardship Under General Contract Principles written by Christoph Brunner and published by Kluwer Law International B.V.. This book was released on 2009-01-01 with total page 626 pages. Available in PDF, EPUB and Kindle. Book excerpt: Lawyers involved in international commercial transactions know well that unforeseen events affecting the performance of a party often arise. Not surprisingly, exemptions for non-performance are dealt with in a significant number of arbitral awards. This very useful book thoroughly analyzes contemporary approaches, particularly as manifested in case law, to the scope and content of the principles of exemption for non-performance which are commonly referred to as 'force majeure' and 'hardship.' The author shows that the 'general principles of law' approach addresses this concern most effectively. Generally accepted and understood by the business world at large, this approach encompasses principles of international commercial contracts derived from a variety of legal systems. It's most important 'restatements' are found in the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) and the UNIDROIT Principles of International Commercial Contracts (UPICC). Establishing specific standards and "case groups" for the exemptions under review, the analysis treats such recurring elements as the following: contractual risk allocations; unforeseeability of an impediment; impediments beyond the typical sphere of risk and control of the obligor; responsibility for third parties (subcontractors, suppliers); legal impediments (acts of public authority) and effect of mandatory rules; involvement of states or state enterprises; interpretation of force majeure and hardship clauses; hardship threshold test; frustration of purpose; irreconcilable differences; comparison with exemptions under domestic legal systems (impossibility of performance, frustration of contract, impracticability) The book is a major contribution to the development of the use of general principles of law in international commercial arbitration. It may be used as a comprehensive commentary on the force majeure and hardship provisions of the UPICC, as well as on Art. 79 of the CISG. In addition, as an insightful investigation into the fundamental question of the limits of the principle of sanctity of contracts, this book is sure to capture the attention of business lawyers and interested academics everywhere.

A Short Guide to Contract Risk

Author : Helena Haapio
Publisher : Routledge
ISBN 13 : 1351961845
Total Pages : 149 pages
Book Rating : 4.3/5 (519 download)

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Book Synopsis A Short Guide to Contract Risk by : Helena Haapio

Download or read book A Short Guide to Contract Risk written by Helena Haapio and published by Routledge. This book was released on 2017-03-02 with total page 149 pages. Available in PDF, EPUB and Kindle. Book excerpt: Savvy managers no longer look at contracting processes and documents reactively but use them proactively to reach their business goals and minimize their risks. To succeed, these managers need a framework and A Short Guide to Contract Risk provides this. The foundation of identifying and managing contract risk is what the authors call Contract Literacy: a set of skills relevant for all who deal with contracts in their everyday business environment, ranging from general managers and CEOs to sales, procurement and project professionals and risk managers. Contracts play a major role in business success. Contracts govern companies' deals and relationships with their suppliers and customers. They impact future rights, cash flows, costs, earnings, and risks. A company's contract portfolio may be subject to greater losses than anyone realizes. Still the greatest risk in business is not taking any risks. Equipped with the concepts described in this book, business and risk managers can start to see contracts differently and to use them to find and achieve the right balance for business success and problem prevention. What makes this short guide from the authors of the acclaimed Proactive Law for Managers especially valuable, if not unique, is its down-to-earth managerial/legal approach. Using lean contracting, visualization and the tools introduced in this book, managers and lawyers can achieve legally sound contracts that function as managerial tools for well thought-out, realistic risk allocation in business deals and relationships.

The Corporation and the Constitution

Author : Henry N. Butler
Publisher : American Enterprise Institute
ISBN 13 : 9780844738659
Total Pages : 236 pages
Book Rating : 4.7/5 (386 download)

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Book Synopsis The Corporation and the Constitution by : Henry N. Butler

Download or read book The Corporation and the Constitution written by Henry N. Butler and published by American Enterprise Institute. This book was released on 1995 with total page 236 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Corporation and the Constitution is a significant contribution to modern constitutional and corporate scholarship. It offers a coherent theory of applying the Constitution to the corporation, and it forces scholars to appreciate the developments that have taken place totally outside the realm of traditional scholarly discourse on the Constitution.

Construction Contracting

Author : Richard H. Clough
Publisher : John Wiley & Sons
ISBN 13 : 1118693213
Total Pages : 692 pages
Book Rating : 4.1/5 (186 download)

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Book Synopsis Construction Contracting by : Richard H. Clough

Download or read book Construction Contracting written by Richard H. Clough and published by John Wiley & Sons. This book was released on 2015-04-06 with total page 692 pages. Available in PDF, EPUB and Kindle. Book excerpt: The definitive contracting reference for the construction industry, updated and expanded Construction Contracting, the industry's leading professional reference for five decades, has been updated to reflect current practices, business methods, management techniques, codes, and regulations. A cornerstone of the construction library, this text presents the hard-to-find information essential to successfully managing a construction company, applicable to building, heavy civil, high-tech, and industrial construction endeavors alike. A wealth of coverage on the basics of owning a construction business provides readers with a useful "checkup" on the state of their company, and in-depth exploration of the logistics, scheduling, administration, and legal aspects relevant to construction provide valuable guidance on important facets of the business operations. This updated edition contains new coverage of modern delivery methods, technology, and project management. The field of construction contracting comprises the entire set of skills, knowledge, and conceptual tools needed to successfully own or manage a construction company, as well as to undertake any actual project. This book gives readers complete, up-to-date information in all of these areas, with expert guidance toward best practices. Learn techniques for accurate cost estimating and effective bidding Understand construction contracts, surety bonds, and insurance Explore project time and cost management, with safety considerations Examine relevant labor law and labor relations techniques Between codes, standards, laws, and regulations, the construction industry presents many different areas with which the manager needs to be up to date, on top of actually doing the day-to-day running of the business. This book provides it all under one cover – for the project side and the business side, Construction Contracting is a complete working resource in the field or office.

A Manual of Style for Contract Drafting

Author : Kenneth A. Adams
Publisher : American Bar Association
ISBN 13 : 9781590313800
Total Pages : 276 pages
Book Rating : 4.3/5 (138 download)

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Book Synopsis A Manual of Style for Contract Drafting by : Kenneth A. Adams

Download or read book A Manual of Style for Contract Drafting written by Kenneth A. Adams and published by American Bar Association. This book was released on 2004 with total page 276 pages. Available in PDF, EPUB and Kindle. Book excerpt: The focus of this manual is not what provisions to include in a given contract, but instead how to express those provisions in prose that is free ofthe problems that often afflict contracts.

Corporations Law in Australia

Author : Roman Tomasic
Publisher : Federation Press
ISBN 13 : 9781862873148
Total Pages : 964 pages
Book Rating : 4.8/5 (731 download)

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Book Synopsis Corporations Law in Australia by : Roman Tomasic

Download or read book Corporations Law in Australia written by Roman Tomasic and published by Federation Press. This book was released on 2002 with total page 964 pages. Available in PDF, EPUB and Kindle. Book excerpt: The second edition of this text incorporates the latest changes to Australian corporations law, up to and including the Corporations Act 2001 and the Financial Services Reform Act 2001. Like the 1st edition, this text is written particularly for undergraduate law students. The book introduces students to Australian corporate law in a way that is informed by theory and policy. Throughout the book the authors draw upon materials from fields such as economics, sociology and politics to provide a contextually relevant account of modern corporate law. Ample references and pointers are provided to policy debates, contemporary issues, and to further reading. The authors bring considerable experience in interdisciplinary corporate law teaching and research. The authors aim to stimulate the reader into further critical analysis of corporate law issues, and to equip them with the capacity to respond in an informed way to future changes and developments. The book also encourages the reader to independently pursue further research in areas of corporate law. Each of the 25 chapters has been revised and updated. The book deals with: Introduction - the history of corporate law, and key themes and perspectives. Corporate Structures and Regulation - including the structure of Australian corporate law; ASIC's role and powers; and the role of auditors. Corporate Obligations - including corporate capacity; contractual and criminal liability. Corporate Governance - membership and meetings; directors' duties; shareholders' rights. Corporate Finance - including share and debt capital, the Managed Investments Act 1998, and fundraising. Securities and Takeovers Corporate Rescues and Winding Up

Venture Capital and Private Equity Contracting

Author : Douglas J. Cumming
Publisher : Academic Press
ISBN 13 : 0124095968
Total Pages : 781 pages
Book Rating : 4.1/5 (24 download)

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Book Synopsis Venture Capital and Private Equity Contracting by : Douglas J. Cumming

Download or read book Venture Capital and Private Equity Contracting written by Douglas J. Cumming and published by Academic Press. This book was released on 2013-08-21 with total page 781 pages. Available in PDF, EPUB and Kindle. Book excerpt: Other books present corporate finance approaches to the venture capital and private equity industry, but many key decisions require an understanding of the ways that law and economics work together. This revised and updated 2e offers broad perspectives and principles not found in other course books, enabling readers to deduce the economic implications of specific contract terms. This approach avoids the common pitfalls of implying that contractual terms apply equally to firms in any industry anywhere in the world. In the 2e, datasets from over 40 countries are used to analyze and consider limited partnership contracts, compensation agreements, and differences in the structure of limited partnership venture capital funds, corporate venture capital funds, and government venture capital funds. There is also an in-depth study of contracts between different types of venture capital funds and entrepreneurial firms, including security design, and detailed cash flow, control and veto rights. The implications of such contracts for value-added effort and for performance are examined with reference to data from an international perspective. With seven new or completely revised chapters covering a range of topics from Fund Size and Diseconomies of Scale to Fundraising and Regulation, this new edition will be essential for financial and legal students and researchers considering international venture capital and private equity. - An analysis of the structure and governance features of venture capital contracts - In-depth study of contracts between different types of venture capital funds and entrepreneurial firms - Presents international datasets from over 40 countries around the world - Additional references on a companion website - Contains sample contracts, including limited partnership agreements, term sheets, shareholder agreements, and subscription agreements

Pension Benefit Guaranty Corporation contracting management needs improvement : report to the Chairman, Senate Special Committee on Aging; and the Chairman, Committee on Small Business, United States Senate

Download Pension Benefit Guaranty Corporation contracting management needs improvement : report to the Chairman, Senate Special Committee on Aging; and the Chairman, Committee on Small Business, United States Senate PDF Online Free

Author : United States. General Accounting Office
Publisher : DIANE Publishing
ISBN 13 : 142897248X
Total Pages : 64 pages
Book Rating : 4.4/5 (289 download)

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Book Synopsis Pension Benefit Guaranty Corporation contracting management needs improvement : report to the Chairman, Senate Special Committee on Aging; and the Chairman, Committee on Small Business, United States Senate by : United States. General Accounting Office

Download or read book Pension Benefit Guaranty Corporation contracting management needs improvement : report to the Chairman, Senate Special Committee on Aging; and the Chairman, Committee on Small Business, United States Senate written by United States. General Accounting Office and published by DIANE Publishing. This book was released on 2000 with total page 64 pages. Available in PDF, EPUB and Kindle. Book excerpt: