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Scholarly analysis of corporate law in the United States has come to be dominated by an economic approach. Professor Hill and Professor McDonnell here discuss seminal articles which represent major milestones along the road that economics has traveled in coming to play this central role in corporate law scholarship. The focus is on the analysis of corporate law, drawing mainly upon legal scholarship and particularly on US scholarship, which is the originator of the application of modern economic analysis to corporate law and has had much influence in other countries.

Beginning with several of the key works on the economics of the firm which have most heavily influenced legal scholarship, the review explores the central legal role of the board of directors and state competition for corporate charters. It further considers the role of hostile takeovers and board defenses against them and the effectiveness of shareholder suits and other agency mechanisms.

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Research Reviews

This research review provides a broad survey of past and recent scholarship on mergers and acquisitions. Seminal work on the history, rationales and outcomes of mergers and acquisitions is followed by leading articles on what M&A lawyers do. Major articles by prominent authorities in the field explore how deals are done, defended and terminated. The collection concludes with several eminent selections on private equity deals and international issues.

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Research Reviews

The symbiosis that exists between entrepreneurship and law is of paramount importance in accommodating and advancing the freedom to innovate, as well as the need to prevent unfair and abusive activities. Seminal articles and essays assembled in this collection examine several major subject areas of law associated with entrepreneurship, including intellectual property, restrictive covenants designed to protect proprietary information, business organizations, taxation, securities regulation and tort law. This research review presents issues implicated in both for-profit growth ventures and creative social enterprises. It also explores the roles of lawyers and trends in the education of law students to become professionals in fields ranging from valuable counselors to entrepreneurs.

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Research Reviews