Economists have long neglected study of an important contractual decision, a firm's choice of legal form. Enterprise form shapes the relations among a firm's owners as well as many features of a firm's interactions with the rest of the economy. Using unusual firm-level data on Spain 1886-1936,...

One of the least explained phenomena in American corporate law is the puzzling circularity of director and officer liability insurance and indemnification. Under the auspices of state corporate law, virtually all public corporations use internal and external insurance to protect their boards and...

In the aftermath following the Asian financial crisis, the World Bank prescribed regulatory reforms as a remedy for weak financial fundamentals. These reforms reflect the claims of the strong form legal origins hypothesis that countries with common law legal traditions have stronger investor...

The standard approach to the legal foundations of corporate governance is based on the 'law matters' thesis, according to which corporate law promotes separation of ownership and control by protecting minority shareholders from expropriation. This paper takes a broader perspective on the...

Are corporate charters and bylaws contracts? What is the scope or subject matter of the corporate contract? Is access to litigation part of the bundle of rights that shareholders purchase when they buy shares in a corporation? This book chapter, “Litigation Rights and the Corporate...

This chapter of the Oxford Handbook of Corporate Law and Governance examines the theoretical and empirical validity of the “contractarian” theory of corporate governance. Beginning with an overview of the contractarian theory and its conceptualization of the relationship between public...

It is one of the well-known cornerstones of corporate governance that (minority) share-holders are subject to a risk of being expropriated by the controller of the firm, i.e. either entrenched management under a dispersed ownership structure or a controlling share-holder under concentrated...

The "law and finance theory" is an ambitious and fascinating attempt to combine insights from the theory of corporate finance, institutional economics, legal and economic history as well as the recent studies on the determinants of economic growth into an encompassing theory, thereby filling...