The Misunderstood Genius Of American Corporate Law

In the standard rhetoric of the corporate law literature, federalism is quot;the genius of American corporate lawquot; - an engine of efficiency, motivating a race (or at least a leisurely walk) to the top. Some have dissented, suggesting that the prevailing wisdom is wrong as to either the direction or the vitality of the promised race. But the latter critiques are too forgiving. The standard account misunderstands the basic question; its answer, as such, is not even wrong. Rather than weighing in on the quot;race debate,quot; thus, I challenge the fundamentally flawed discourse behind it. I offer a distinct framework for evaluating the role of federalism in American corporate governance, which points to distinct measures of efficiency and a reinvigorated study of institutional design in corporate law.To begin, I challenge the literature's merger of two distinct competitions - state and managerial - into one. More critically, I decry the resulting linkage between corporate law's central goal-efficient regulation of the separation of ownership and control - and the central element of its institutional design - federalism. That rhetorical linkage has led us astray in important respects: First, it has bootstrapped a role for federalism in advancing not merely the quality of corporate law, but also the substantive quality of corporate governance. Second, it has essentialized the role of federalism, casting it as indispensable to the production of good law. Dominant as these conceptions are in the discourse of corporate law, neither is true.I suggest an alternative account of federalism's contribution to American corporate governance. Federalism is not directed to the traditional goal of corporate law - regulation of the vertical separation of ownership and control within the firm. Rather, it advances a distinct, horizontal goal of regulating the relationship of the firm as a whole with state regulators external to it. Given as much, a federal regime is not dictated by a commitment to efficiency in corporate law. Rather, it is an institutional design choice, to be evaluated for its efficacy and utility - as well as its limitations - in one area of corporate law versus another.

This is a study of the structure of American corporate law, which combines economic analysis with empirical insights to produce a number of policy insights. It is suitable for anyone studying corporate law, securities regulation, comparative company law or federalism.

Comprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research. This important addition to the Research Handbooks in Law and Economics series provides insights into subjects such as the role of directors, shareholders, creditors and employees; empirical studies of litigation and shareholder activism; executive compensation; corporate gatekeepers; comparative law; and behavioral approaches to law and finance. Topics are organized within five sections: corporate constituencies, insider governance, gatekeepers, jurisdiction, and new theory. Taken as a whole, the volume serves as an introduction for those new to the field and as a reference for those unfamiliar with some of the topics discussed. Authoritative and accessible, the Research Handbook on the Economics of Corporate Law will be a valuable resource for students, scholars, and practitioners of corporate law and economics.

Though reviled for more than a century as Wall Street's greatest villain, Jay Gould was in fact its most original creative genius. Gould was the robber baron's robber baron, the most astute financial and business strategist of his time and also the most widely hated. In Dark Genius of Wall Street, acclaimed biographer Edward J. Renehan, Jr., combines lively anecdotes with the rich social tapestry of the Gilded Age to paint the portrait of the most talented financial buccaneer of his generation -- and one of the inventors of modern business.

Documents the life of the inventor of the Gatling gun--the first machine gun--and the impact of his invention on the expansion of the United States as a superpower and the international boom of the arms industry.

A definitive new reference on the major failures of American corporate governance at the start of the 21st century. Tracing the market boom and bust that preceded Enron's collapse, as well as the aftermath of that failure, the book chronicles the meltdown in the telecom sector that gave rise to accounting scandals globally. Featuring expert analysis of the Sarbanes-Oxley legislation that was adopted in response to these scandals, the author also investigates the remarkable market recovery that followed the scandals. An exhaustive guide to the collapse of the Enron Corporation and other financial scandals that erupted in the wake of the market downturn of 2000, this book is an essential resource for students, teachers and professionals in corporate governance, finance, and law.

Two time Pulitzer Prize-winning historian Bernard Bailyn has distilled a lifetime of study into this brilliant illumination of the ideas and world of the Founding Fathers. In five succinct essays he reveals the origins, depth, and global impact of their extraordinary creativity. The opening essay illuminates the central importance of America’s provincialism to the formation of a truly original political system. In the chapters following, he explores the ambiguities and achievements of Jefferson’s career, Benjamin Franklin’s changing image and supple diplomacy, the circumstances and impact of the Federalist Papers, and the continuing influence of American constitutional thought throughout the Atlantic world. To Begin the World Anew enlivens our appreciation of how America came to be and deepens our understanding of the men who created it.