Description
Book SynopsisThe authors argue that corporate law’s rules and practices 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 necessary rules and an invaluable enforcement mechanism.
Trade ReviewTruly first-rate...Arguably the most important--and most readable--corporate law book ever. A classic...Certain to change the way corporate law is taught, understood, and possibly even made. -- Robert M. Daines and Jon Hanson * Yale Law Journal *
An important and provocative contribution to the law and economics literature...Scholars in the field should hold a place for it on their shelves. -- Christopher Grandy * Journal of Economic Literature *
This may be the best book ever written about corporate law. * University of Chicago Law Review *
Table of Contents* The Corporate Contract * Limited Liability * Voting * The Fiduciary Principle, the Business Judgment Rule, and the Derivative Suit * Corporate Control Transactions * The Appraisal Remedy * Tender Offers * The Incorporation Debate and State Antitakeover Statutes * Close Corporations * Trading on Inside Information * Mandatory Disclosure * Optimal Damages * Acknowledgments * Case Index * Author Index * General Index
