2021
Obsolescence: The Intractable Production Problem in Contract Law Robert E. Scott and Alan Schwartz
2020
A Case for Higher Corporate Tax Rates Edward G. Fox and Zachary D. Liscow
An Efficiency Analysis of Defensive Tactics Alan Schwartz and Ronald J. Gilson
Economic Challenges for the Law of Contract Alan Schwartz and Simone M. Sepe
Sunsetting as an Adaptive Strategy Roberta Romano and Simon Levin
2019
Comment Letter of Professors John D. Morley and Robert H. Sitkoff on the Office of the Comptroller of the Currency’s Advance Notice of Proposed Rulemaking on the Definition of “Fiduciary Capacity” Regarding “Directed Trusts” John Morley and Robert H. Sitkoff
Function and Form in Contract Law Alan Schwartz and Daniel Markovits
Macroeconomics and the Law Yair Listokin and Daniel Murphy
Making Directed Trusts Work: The Uniform Directed Trust Act John Morley and Robert H. Sitkoff
Pitfalls of Global Harmonization of Systemic Risk Regulation in a World of Financial Innovation Roberta Romano
Plural Values in Contract Law: Theory and Implementation Daniel Markovits and Alan Schwartz (Second Version)
Posner on Tax: The Independent Investor Test Yair Listokin
Too Big to be Activist John Morley
Trust Law: Private Ordering and the Branching of American Trust Law John Morley and Robert H. Sitkoff
Unenforceable Portfolio Contracts Tracy Lewis and Alan Schwartz
Why Do Investment Funds Have Special Securities Regulation? John Morley
2018
Asking the Right Question: The Statutory Right of Appraisal and Efficient Markets Jonathan R. Macey and Joshua Mitts
Citizens United As Bad Corporate Law Jonathan R. Macey and the Honorable Leo E. Strine
Does Agency Structure Affect Agency Decisionmaking? Implications of the CFPB’s Design for Administrative Governance Roberta Romano
Rethinking Corporate Law During a Financial Crisis Yair Listokin and Inho Andrew Mun
Plural Values in Contract Law: Theory and Intermediation Daniel Markovits and Alan Schwartz (First Version)
The New Uniform Directed Trust Act Paves the Way for Creative and Thoughtful Divided Trusteeship John Morley and Robert H. Sitkoff
2017
Alpha Duties: The Search for Excess Returns and Appropriate Fiduciary Duties Ian Ayres and Edward G. Fox
The Common Law Corporation: The Power of the Trust in Anglo-American Business History John Morley
Defensive Tactics and Optimal Search: A Simulation Approach Ronald J. Gilson and Alan Schwartz
New Special Study of the Securities Markets: Institutional Intermediaries Allen Ferrell and John Morley
Preferential Treatment and the Rise of Individualized Investing in Private Equity William Clayton
2016
Beyond the Personal Benefit Test: The Economics of Tipping by Insiders Jonathan R. Macey
Bankruptcy Related Contracting and Bankruptcy Functions Alan Schwartz
Negotiating Investment Treaties: Mechanisms for Anticipating and Controlling Textual Drift W. Michael Reisman
Follow the Money: Essays on International Taxation - Introduction Michael J. Graetz
Integration of Corporate and Shareholder Taxes Michael J. Graetz and Alvin C. Warren Jr.
When Civil Society Uses an Iron Fist: The Role of Private Associations in Social Control Robert C. Ellickson
(In)Efficient Breach of Contract Daniel Markovits and Alan Schwartz
The Uncertain Welfare Effects of Railroad Competition and Railroad Regulation, 1870-1900 George L. Priest
Preferential Treatment and the Rise of Individualized Investing in Private Equity William Clayton
The Common Law of Contract and the Default Rule Project Alan Schwartz and Robert E. Scott
External and Internal Asset Partitioning: Corporations and Their Subsidiaries Henry Hansmann and Richard Squire
2015
Regulatory Competition and the Market for Corporate Law Ofer Eldar and Lorenzo Magnolfi
What Is a Dividend? Wanling Su and Rahul K. Goravara
Firm Ownership: The Legacy of Grossman and Hart Henry Hansmann
A Principled Approach to Insurance Law: The Economics of Insurance and the Current Restatement Project George L. Priest
The Private Ordering Solution to Multiforum Shareholder Litigation Roberta Romano and Sarath Sanga
Commissioner Gallagher’s and Professor Grundfest’s Wrongful Attack on the Shareholder Rights Project Jonathan R. Macey
Is the U.S. Law Enforcement Stronger than that of a Developing Country? The Case of Securities Fraud by Brazilian Corporations and Lessons for the Private and Public Enforcement Debate Erica Gorga
Why Law Firms Collapse John Morley
Third Party Beneficiaries and Contractual Networks Alan Schwartz and Robert E. Scott
2014
The Impact of the Financial Crisis on Nonfinancial Firms: The Case of Brazilian Corporations and the ‘Double Circularity’ Problem in Transnational Securities Litigation Erica Gorga
Regulating for Rationality Alan Schwartz
Further Assessment of the Iron Law of Financial Regulation: A Postscript to Regulating in the Dark Roberta Romano
The Market for Corporate Law Redux Roberta Romano
Incomplete Organizations: Legal Entities and Asset Partitioning in Roman Commerce Henry Hansmann, Reinier Kraakman and Richard Squire
Ronald Coase, Firms and Markets George L. Priest
Innovation Sticks: The Limited Case for Penalizing Failures to Innovate Ian Ayres and Amy Kapczynski
Corporate Control & Governance after a Decade from ‘Novo Mercado’: Changes in Ownership Structures and Shareholder Power in Brazil Erica Gorga
Litigation Discovery and Corporate Governance: The Missing Story About the ‘Genius of American Corporate Law’ Erica Gorga and Michael Halberstam
The Flawed Mechanics of Mutual Fund Fee Litigation Quinn Curtis and John Morley
Bounded Institutions Yair Listokin
Beyond Diversification: The Pervasive Problem of Excessive Fees and ‘Dominated Funds’ in 401(k) Plans Ian Ayres and Quinn Curtis
Anti-Herding Regulation Ian Ayres and Joshua Mitts
Finding Order in the Morass: The Three Real Justifications for Piercing the Corporate Veil Jonathan R. Macey and Joshua Mitts
Getting Incentives Right: Is Deferred Bank Executive Compensation Sufficient? Sanjai Bhagat, Brian Bolton and Roberta Romano
Challenges in Global Financial Services Erica Gorga, Roberta Romano and Natalya Shnitser
The Role of Social Enterprise and Hybrid Organizations Ofer Eldar
2013
Bork’s Strategy, Price Fixing, and the Influence of the Chicago School on Modern Antitrust Law George L. Priest
The No Reading Problem in Consumer Contract Law Ian Ayres and Alan Schwartz
Destructive Federal Preemption of State Wealth Transfer Law in Beneficiary Designation Cases: Hillman Doubles Down on Egelhoff John H. Langbein
Skeletons in the Database: An Early Analysis of the CFPB’s Consumer Complaints Ian Ayres, Jeff Lingwall and Sonia Steinway
Managerial Distance and Virtual Ownership: The Governance of Industrial Foundations Henry Hansmann and Steen Thomsen
The Evolution of Shareholder Voting Rights: Separation of Ownership and Consumption Henry Hansmann and Mariana Pargendler
2012
Contracting about Private Benefits of Control Ronald J. Gilson and Alan Schwartz
Technological Innovation, International Competition, and the Challenges of International Income Taxation Michael J. Graetz and Rachel Doud
Constraints on Private Benefits of Control: Ex Ante Control Mechanisms Versus Ex Post Transaction Review Ronald J. Gilson and Alan Schwartz
For Diversity in the International Regulation of Financial Institutions: Critquing and Recalibrating the Basel Architecture Roberta Romano
Ex Tempore Contracting Andrew Verstein
Firm Ownership and Organizational Form Henry Hansmann
Reflections on the End of History for Corporate Law Henry Hansmann and Reinier Kraakman
Conceptualizing Contractual Interpretation Alan Schwartz and Joel Watson
Standard Oil, the Origins of Dual Antitrust Jurisdiction in the U.S., and the Modern Justification for Unified Enforcement George L. Priest
Long Term Contracting with Private Information Tracy Lewis and Alan Schwartz
Framing Contracts - Why Loss Framing Increases Effort Richard R. W. Brooks, Alexander Stremitzer and Stephan W. Tontrup
Rethinking the Economic Basis of the Standard Oil Refining Monopoly: Dominance Against Competing Cartels George L. Priest
2011
Beyond Ex Post Expediency - An Ex Ante View of Rescission and Restitution Richard R. W. Brooks and Alexander Stremitzer
Regulating in the Dark Roberta Romano
The Costs of Complex Land Titles: Two Examples from China Robert C. Ellickson
Anti-Corruption Policy: Can International Actors Play a Constructive Role? Susan Rose-Ackerman
Why the U.S. Does Not Have a Renewable Energy Policy E. Donald Elliott
Assessing Dodd-Frank Andrew Verstein and Roberta Romano
Two Culture Problems in Law and Economics Alan Schwartz
Intertemporal Choice and Legal Constraints Keith Chen and Alan Schwartz
Rethinking the Laws of Good Faith Purchase Alan Schwartz and Robert E. Scott
The Myth of Efficient Breach: New Defenses of the Expectation Interest Daniel Markovits and Alan Schwartz
Tax Inclusive, Tax Exclusive, and Tax Bases in Between Yair Listokin
Taxation and Liquidity Yair Listokin
Reducing Systemic Risk: The Role of Money Market Mutual Funds as Substitutes for Federally Insured Bank Deposits Jonathan R. Macey
2010
Against Financial Regulation Harmonization: A Comment Roberta Romano
Diversification Across Time Ian Ayres and Barry J. Nalebuff
Randomizing Law Michael Abramowicz , Ian Ayres and Yair Listokin
Remedies On and Off Contract Richard R. W. Brooks and Alexander Stremitzer
Taking Exit Rights Seriously: Why Governance and Fee Litigation Don’t Work in Mutual Funds John Morley and Quinn Curtis
Burn the Rembrandt? Trust Law’s Limits on the Settlor’s Power to Direct Investments John H. Langbein
Regulatory Dualism as a Development Strategy: Corporate Reform in Brazil, the U.S., and the EU Ronald J. Gilson , Henry Hansmann and Mariana Pargendler
If You Misrate, then You Lose: Improving Credit Rating Accuracy Through Incentive Compensation Yair Listokin and Benjamin Taibleson
The Meaning of Contractual Silence: A Field Experiment Yair Listokin
2009
On and Off Contract Remedies Richard R. W. Brooks and Alexander Stremitzer
Insolvency and Biased Standards - The Case for Proportional Liability Alexander Stremitzer and Avraham D. Tabbach
Reforming Executive Compensation: Simplicity, Transparency and Committing to the Long-Term Sanjai Bhagat and Roberta Romano
Contract Interpretation Redux Alan Schwartz and Robert E. Scott
Breach Remedies Inducing Hybrid Investments Alexander Stremitzer and Daniel Goller
Stabilizing the Economy Through the Income Tax Code Yair Listokin
The Essential Elements of Corporate Law John Armour , Henry Hansmann and Reinier Kraakman
Agency Problems, Legal Strategies, and Enforcement John Armour , Henry Hansmann and Reinier Kraakman
The Future of Financial Regulation John D. Morley and Roberta Romano
Does the Sarbanes-Oxley Act Have a Future? Roberta Romano
If You Give Shareholders Power, Do They Use It? An Empirical Analysis Yair Listokin
Intertemporal Choice and Legal Constraints Alan Schwartz and Keith Chen
The Pivotal Mechanism and Organizational Control Yair Listokin
How the Obama Administration should Regulate the Financial Sector Michael Solender
Reforming Executive Compensation: Focusing and Committing to the Long-Term Sanjai Bhagat and Roberta Romano
2008
Learning through Policy Variation Yair Listokin
Helping Law Catch Up to Markets: Applying Broker-Dealer Law to Subprime Mortgages Jonathan R. Macey, Geoffrey P. Miller, Maureen O’Hara and Gabriel D. Rosenberg
Assessing Post-ADA Employment: Some Econometric Evidence and Policy Considerations John J. Donohue III, Michael Stein, Sascha Becker and Christopher L. Griffin Jr.
A Multilateral Solution for the Income Tax Treatment of Interest Expenses Michael J. Graetz
Market Damages, Efficient Contracting and the Economic Waste Fallacy Alan Schwartz and Robert E. Scott
Corporate Voting vs. Market Price Setting Yair Listokin
Promises to Keep: Metaphors and Meta-Strategies For Corporate Practitioners To Raise the Bar In Achieving Excellence as Gatekeepers and as Lawyer-Statesmen Craig M. Wasserman
Globalizing Commercial Litigation J. C. Dammann and Henry Hansmann
Interpreting Empirical Estimates of the Effect of Corporate Governance Yair Listokin
Does Shareholder Voting Maximize Stock Market Value? Yair Listokin
2007
Rethinking Antitrust Law in an Age of Network Industries George L. Priest
The Promise and Peril of Corporate Governance Indices Sanjai Bhagat, Brian J. Bolton and Roberta Romano
Tradable Patent Rights: A New Approach to Innovation Ian Ayres and Gideon Parchomovsky
Why Did Trust Law Become Statute Law in the United States? John H. Langbein
Modes of Gap Filling: Good Faith and Fiduciary Duties Reconsidered Mariana Pargendler
Intellectual Property as Property: Delineating Entitlements in Information Henry E. Smith
Institutional Investors and Proxy Voting: The Impact of the 2003 Mutual Fund Voting Disclosure Regulation Martijn Cremers and Roberta Romano
Management Always Wins the Close Ones Yair Listokin
A Global Market for Judicial Services Jens Dammann and Henry Hansmann
United States Courts and the Optimal Deterrence of International Cartels: A Welfarist Perspective on Empagran Alvin K. Klevorick and Alan O. Sykes
Behavioral Law and Economics Christine Jolls
2006
Valuation of Collateral Alan Schwartz
New Rules for Promissory Fraud Ian Ayres and Gregory Klass
Price Discrimination with Contract Terms: The Lost Volume Problem Barry E. Adler and Alan Schwartz
“Paying for Performance in Bankruptcy: Why CEOs Should be Compensated with Debt” Yair Listokin
What Do Corporate Default Rules and Menus Do? An Empirical Examination Yair Listokin
Is Secured Debt Used to Redistribute Value from Tort Claimants in Bankruptcy? An Empirical Analysis Yair Listokin
The Law and Economics of Preliminary Agreements Alan Schwartz and Robert E. Scott
Dear Prudence: Finding a Proper Balance in the Post-Enron Regulatory and Enforcement Arena Craig M. Wasserman
Federalism vs. Federalization: Preserving the Division of Responsibility in Corporation Law E. Norman Veasey, Shawn Pompian and Christine Di Guglielmo
Law and the Rise of the Firm Henry Hansmann , Reinier Kraakman and Richard C. Squire
Modularity in Contracts: Boilerplate and Information Flow Henry E. Smith
2005
Accounting and Litigation Risk Zhiyan Cao and Ganapathi Narayanamoorthy
Is the Dutch Auction IPO a Good Idea? Anita I. Anand
From Orders to Markets Jonathan R. Macey and Maureen O’Hara
After the Revolution in Corporate Law Roberta Romano
Empirical Studies of Corporate Law Sanjai Bhagat and Roberta Romano
The States as a Laboratory: Legal Innovation and State Competition for Corporate Charters Roberta Romano
Foreign Direct Investment and the Business Environment in Developing Countries: The Impact of Bilateral Investment Treaties Susan Rose-Ackerman and Jennifer Tobin
Questioning the Trust Law Duty of Loyalty: Sole Interest or Best Interest? John H. Langbein
Is Regulatory Competition a Problem or Irrelevant for Corporate Governance? Roberta Romano
Extraterritorial Courts for Corporate Law Henry Hansmann and Jens Dammann
A Normative Theory of Business Bankruptcy Alan Schwartz
2004
Agency Problems and Legal Strategies Henry Hansmann and Reinier Kraakman
The Sarbanes-Oxley Act and the Making of Quack Corporate Governance Roberta Romano
Promissory Fraud Without Breach Ian Ayres and Gregory Klass
What is Corporate Law? Henry Hansmann and Reinier Kraakman
Trigger Happy or Gun Shy? Dissolving Common-Value Partnerships with Texas Shootouts Richard R.W. Brooks and Kathryn E. Spier
Understanding MACs: Moral Hazard in Acquisitions Ronald J. Gilson and Alan Schwartz
The Law and Economics of Costly Contracting Alan Schwartz and Joel C. Watson
Was Arthur Andersen Different? An Empirical Examination of Major Accounting Firms’ Audits of Large Clients Theodore Eisenberg and Jonathan R. Macey
2003
Observations on the Role of Commodification, Independence and Governance in the Accounting Industry Jonathan R. Macey and Hillary A. Sale
Who Should Pay for Bankruptcy Costs? Ivo Welch, Arturo Bris and Alan Schwartz
Contract Theory and the Limits of Contract Law Alan Schwartz and Robert E. Scott
What ERISA Means by ‘Equitable’: The Supreme Court’s Trail of Error in Russell, Mertens and Great-West John H. Langbein
2002
Optimal Penalties in Contracts Aaron S. Edlin and Alan Schwartz
Ownership Form and Trapped Capital in the Hospital Industry Henry Hansmann, Daniel P. Kessler and Mark B. McClellan
Does Confidential Proxy Voting Matter? Roberta Romano
The Law and Economics of Costly Contracting Alan Schwartz and Joel C. Watson
2001
The Need for Competition in International Securities Regulation Roberta Romano
Endowment Effects Within Corporate Agency Relationships Jennifer Arlen, Matthew L. Spitzer, Eric L. Talley
Event Studies and the Law: Part II - Empirical Studies of Corporate Law Sanjai Bhagat and Roberta Romano
Assessing the Cost of Regulatory Protections: Evidence on the Decision to Sell Securities Outside the United States Stephen J. Choi
Event Studies and the Law - Part I: Technique and Corporate Litigation Sanjai Bhagat and Roberta Romano
Sales and Elections as Methods for Transferring Corporate Control Ronald J. Gilson and Alan Schwartz
Substitutes for Insider Trading Ian Ayres and Joseph Bankman
2000
A Dilution Mechanism for Valuing Corporations in Bankruptcy Barry E. Adler and Ian Ayres
Less Is More: Making Shareholder Activism A Valued Mechanism Of Corporate Governance Roberta Romano
Economic and Legal Aspects of Costly Recontracting Alan Schwartz and Joel C. Watson
The End Of History For Corporate Law Henry Hansmann and Reinier Kraakman
1999
The Employment Contract Ian Ayres and Stewart J. Schwab
Higher Education As An Associative Good Henry Hansmann
Regulating Consumer Bankruptcy: A Theoretical Inquiry Barry E. Adler, Ben Polak and Alan Schwartz
Law And Post-privatization Regulatory Reform: Perspectives From The U.S. Experience Peter H. Schuck
‘Grand’ Corruption and the Ethics of Global Business Susan Rose-Ackerman
Karl Llewellyn and the Origins of Contract Theory Alan Schwartz
Threatening Inefficient Performance of Injunctions and Contracts Ian Ayres and Kristin M. Madison
