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Monday, September 25, 2006

Research Canons: Corporate Law

Our next subject matter for the research canons project is Corporate Law.  (See here for a discussion of the research canons project, including some newly added categories, dates, and links to previous installments.)  Please comment on the books and articles that are essential to a new academic in the field.

Posted by Matt Bodie on September 25, 2006 at 10:59 AM in Research Canons | Permalink


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Gilson, Value Creation by Business Lawyers: Legal Skills and Asset Pricing, 94 Yale L.J. 239 (1984)

Foundations of Corporate Law (Romano ed. Foundation Press) (excerpts from the "canon" -- Malkiel's Random Walk, Jensen & Meckling's Theory of the Firm, etc.)

Posted by: Christine Hurt | Sep 26, 2006 12:13:29 AM

Thanks Matt. And all this time I thought 'corporate law' was a fiction! ;)

And where might we find (in the above perhaps) a helpful discussion of the virtues and vices attending the legal identity of the corporation as a 'person'?

Again, thanks for the list.

All the best,

Posted by: Patrick S. O'Donnell | Sep 25, 2006 10:19:05 PM

I'll take some of my medicine -- here's a non-exclusive list.

Berle & Means, The Modern Corporation and Private Property (1932)

Coase, The Nature of the Firm, 4 Economica 386 (1937).

Fama, Efficient Capital Markets: A Review of Theory and Empirical Work, 25 J. Fin. 383 (1970)

Jensen & Meckling, Theory of the Firm: Managerial Behavior, Agency Costs and Ownership Structure (1976)

Gilson & Kraakman, The Mechanisms of Market Efficiency, 70 Va. L. Rev. 549 (1984)

Williamson, The Economic Institutions of Capitalism (1985)

Clark, Corporate Law (1986)

Easterbrook & Fischel, The Economic Structure of Corporate Law (1991)

Romano, The Genius of American Corporate Law (1993)

Hansmann, The Ownership of Enterprise (1996)

Williamson, The Mechanisms of Governance (1996)

Hansmann & Kraakman, The End of History of Corporate Law, 89 Geo. L.J. 439 (2001)

Bainbridge, Corporation Law and Economics (2002)

Bebchuk & Fried, Pay without Performance (2004)

Romano, The Sarbanes-Oxley Act and the Making of Quack Corporate Governance, 114 Yale L. J. 1521 (2005)

And I would add the following for a "minority critique" canon:

Progressive Corporate Law (Mitchell ed., 1995)

Blair & Stout, A Team Production Theory of Corporate Law, 85 Va. L. Rev. 247 (1999)

Mitchell, Corporate Irresponsibility (2001)

Bratton, Enron and the Dark Side of Shareholder Value, 76 Tul. L. Rev. 1275 (2002)

Langevoort, Taming the Animal Spirits of the Stock Markets: A Behavioral Approach to Securities Regulation, 97 Nw. U. L. Rev. 135 (2002)

Posted by: Matt Bodie | Sep 25, 2006 5:29:13 PM

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