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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.
This research review, by a leading academic in the field, brings together seminal works of scholarship on insider trading over a 40 year period, with contributions from many prominent law professors and economists. Areas covered include the origins and development of insider trading law, insider trading statutes and the policies surrounding insider trading. Professor Bainbridge provides a comparative and international focus as well as coverage of important issues in the US law of insider trading.
This research review provides an essential overview of one of the most important developments in economics, finance and law of the past generation: the growing realization of how the market for corporate control functions and why its operation is of crucial importance. Presenting seventeen seminal contributions, the review illustrates the importance of corporate control changes – mergers, acquisitions and other takeovers – in helping to align the interests of corporate shareholders and their managers. The mechanics of various takeover techniques (poison pills, greenmail and other gambits) are also explored alongside empirical research concerning the functioning of the market for corporate control.
