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ABOUT THE BOOK

The spate of corporate governance scandals in the USA, Asia and Europe during the late 1990s has renewed interest in the role of corporations in society. International organizations such as the World Bank and OECD have come to recognize that corporate law plays an important role in economic development and GDP growth. In this timely and important collection, Jonathan Macey presents the key papers that have influenced the development of corporate law scholarship.
The many topics covered include the foundations of the economics of corporate law, the corporation as a nexus of contracts, corporate law from a Coasean perspective, insider trading and jurisdictional competition. The articles and the editor’s authoritative introduction are essential readings for those with an interest in corporate law and its economic underpinnings.

TABLE OF CONTENTS

Volume II

Acknowledgements

An introduction by the editor to both volumes appears in Volume I

PART I INSIDER TRADING
1. Dennis W. Carlton and Daniel R. Fischel (1983), ‘The Regulation of Insider Trading’
2. David D. Haddock and Jonathan R. Macey (1987), ‘A Coasian Model of Insider Trading’
3. David D. Haddock and Jonathan R. Macey (1987), ‘Regulation on Demand: A Private Interest Model, with an Application to Insider Trading Regulation’

PART II THE MARKET FOR CORPORATE CONTROL
4. Henry G. Manne (1965), ‘Mergers and the Market for Corporate Control’
5. Frank H. Easterbrook and Daniel R. Fischel (1981), ‘The Proper Role of a Target’s Management in Responding to a Tender Offer’
6. Lucian Arye Bebchuk, John C. Coates IV and Guhan Subramanian (2002), ‘The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy’
7. Richard Roll (1986), ‘The Hubris Hypothesis of Corporate Takeovers’
8. Ronald J. Gilson (1982), ‘Seeking Competitive Bids Versus Pure Passivity in Tender Offer Defense’, Stanford Law Review, 35, November, 51-67 [17]
9. Jonathan R. Macey and Fred S. McChesney (1985), ‘A Theoretical Analysis of Corporate Greenmail’

PART III JURISDICTIONAL COMPETITION FOR CORPORATE CHARTERS
10. Ralph K. Winter, Jr. (1977), ‘State Law, Shareholder Protection and the Theory of the Corporation’
11. Roberta Romano (1985), ‘Law as a Product: Some Pieces of the Incorporation Puzzle’
12. Jonathan R. Macey and Geoffrey P. Miller (1987), ‘Toward an Interest-Group Theory of Delaware Corporate Law’
13. William J. Carney (1997), ‘The Political Economy of Competition for Corporate Charters’

PART IV POLITICS AND THE ECONOMICS OF CORPORATE LAW
14. John Pound (1993), ‘The Rise of the Political Model of Corporate Governance and Corporate Control’
15. Vikramaditya S. Khanna (2004), ‘Corporate Crime Legislation: A Political Economy Analysis’
16. Mark J. Roe (1991), ‘A Political Theory of American Corporate Finance’

Name Index