Amazing New Corporate Law & Econ Book

If you are interested in corporate law, especially economic analysis of it, you likely will enjoy an impressive new book collecting original pieces by 30 prominent corporate law scholars. Edited by Claire Hill and Brett McDonnell of the University of Minnesota, the book canvases every important topic in corporate law.

After an overview that traces the history of the economic analysis of corporate law, the book addresses corporate constituencies, governance, gatekeepers, government oversight and a few other hot topics not classified.

Within constituencies, topics consider the directors’ role, the roles of other corporate actors, including shareholders, creditors, employees, and other stakeholders along with broader notions of the public interest. 

Internal governance looks at fiduciary duties, shareholder litigation, outside directors, shareholder activism and executive compensation.  

Gatekeeper pieces address lawyers and auditors, as well as rating agencies,  research analysts, D&O insurers and investment banks.

Jurisdiction looks at both domestic federalism as well as comparative perspective.

Unclassified topics address self-dealing, behavioral economics, and market efficiency.

The scholars are the following professors:

Ahdieh,   Atanasov, Bainbridge, Black, Blair, Bodie,  Ciccotello,  Clarke, Cunningham, Darbellay, Davidoff, Fairfax,  Ferri, Fisch,  Frankel, Gilson, Griffith, Hill, Kraakman, Langevoort, Lee, McDonnell, Painter, Partnoy, Smith,  Thomas,  Thompson, Walker, and Whitehead.  

The table of contents to this impressive volume follows. Get it while it’s hot!!


2. Director Primacy

Stephen M. Bainbridge

3. Corporate Law and the Team Production Problem

Margaret M. Blair

4. The Role of Shareholders in the Modern American Corporation

D. Gordon Smith

5. Creditors and Debt Governance

Charles K. Whitehead

6. Employees and the Boundaries of the Corporation

Matthew T. Bodie

7. The Role of the Public Interest in Corporate Law

Ian B. Lee


8. Fiduciary Duties: The Emerging Jurisprudence

Claire A. Hill and Brett H. McDonnell

9. Empirical Studies of Representative Litigation

Randall S. Thomas and Robert B. Thompson

10. The Elusive Quest for Director Independence

Lisa M. Fairfax

11. ‘Low-Cost’ Shareholder Activism: A Review of the Evidence

Fabrizio Ferri

12. Takeover Theory and the Law and Economics Movement

Steven M. Davidoff

13. The Law and Economics of Executive Compensation: Theory and Evidence

David I. Walker


14. Transaction Cost Engineers, Loophole Engineers or Gatekeepers: The Role of Business Lawyers After the Financial Meltdown

Richard W. Painter

15. Credit Rating Agencies and Regulatory Reform

Aline Darbellay and Frank Partnoy

16. The Influence of Law and Economics on Law and Accounting: Two Steps Forward, One Step Back

Lawrence A. Cunningham

17. The Role and Regulation of the Research Analyst

Jill E. Fisch

18. D&O Insurance and the Ability of Shareholder Litigation to Deter

Sean J. Griffith

19. The Influence of Investment Banks on Corporate Governance

Tamar Frankel


20. Varieties of Corporate Law-Making: Competition, Preemption, and Federalism

Robert B. Ahdieh

21. The Past and Future of Comparative Corporate Governance

Donald C. Clarke


22. Self-Dealing by Corporate Insiders: Legal Constraints and Loopholes

Vladimir Atanasov, Bernard Black and Conrad S. Ciccotello

23. Behavioral Approaches to Corporate Law

Donald C. Langevoort

24. Market Efficiency After the Fall: Where Do We Stand Following the Financial Crisis?

Ronald J. Gilson and Reinier Kraakman



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3 Responses

  1. A.J. Sutter says:

    The TofC does look like a good checklist of current issues. What proportion of the pieces would you say are critical of the law and economics approach? E.g. (without limitation), pieces suggesting that an L&E analysis doesn’t capture the most important things to be considered regarding the topic of the chapter?

  2. Lawrence Cunningham says:

    My own piece is pretty clear that way, two steps forward one step back; the others are sophisticated enough to identify limits as well. It’s a nice question. My sense is there are few analytical constructs that capture all the most important things about any topic. And I don’t think this book’s chapters portray L&E as being an exception to that idea. Most of all, the pieces try to show how L&E has mattered to corporate law and theory–and it has mattered a great deal (for better, worse, and with uncertain effect).

  3. Anon says:

    This looks like a *really* great book. Too bad it is $250!! Will a paperback copy be forthcoming?