corporation with its key attributes of independent personality, limited liability and free o n most countries large business enterprises today are organized as corporations. Th tradeability of shares has played a key role in most developed market economies since the

This paper can be downloaded without charge from the Social Science Research Network electronic library at: http: //papers.ssrn. com/paper. taf?abstract id=10037 Bernard Black Reinier Kraakman' In this Article, Professors Black and Kraakman develop a \self-enforcing\ approach

This paper develops a model of the competition among states in providing corporate law rules. The analysis provides a full characterization of the equilibrium in this market Competition among states is shown to produce optimal rules with respect to issues that do not have a substantial effect on managers private benefits

Mark J. Roe A strong theory has emerged in recent years that the quality of corporate lane primaritly determines whether securities markets arise, whetl from control, and whether the modern corporation can prosper. nwehy we see weak corporate structures in to explain why concentrated ownershippe

Despite the apparent divergence in institutions of govenance, share ownership, capital markets, and business culture across developed economies, the basic law of the corporate form has already achieved a high degree of uniformity and continued convergence is likely. A principal reason for convergence is a widespread normative consensus that corporate managers should act exclusively in the economic interests of

Forthcoming in 2 STAN AGORA(2000). As David Millon so ably demonstrates, metaphor drives much of the debate within corporate law jurisprudence and corporate law scholarship. It has done so for decades, even centuries. Scholars have used metaphors-corporation as person, corporation as creature of the state, corporation as property, corporation as contract

Discussions of corporate governance reform often combine prescriptions for legal reform with prescriptions for better governance practices. Both sets of prescriptions-for better law and for better practices-typically focus on the board of directors, and particularly outside or \independent\directors. The assumption is that the law can affect the governance behavior of the board by establishing roles for outside directors and by

1.Introduction moManaging information systems today comprises the areas of application development, primarily process ng and data modeling, as well as system introduction training, maintenance, and the task of coping with innovation, meaning the responsibility of keeping the technological basis up to date Developing and running specialised systems, general information information systems and open and integrated

Tort Law for Federalists(and the Rest of Us) Private law in disguise John C P Gold Vanderbilt law school (Forthcoming, 28 Harv. J. L& Pub. Policy_(2004)) Abstract This essay argues in favor of understanding tort law as a law of private redress, rather than public regulatory law. Part I uses the U. S. Supreme Court's 2003 decision on punitive damages in State Farm Mut. Ins CO. l: Campbell to demonstrate some of the with formalist reasoning, an elevation of common law over statute, or political conservatism

What is the common structure of the law of business corporations-or, as it would be put in the UK, company lawacross— national jurisdictions Although this question is rarely asked by corporate law scholars, it is critically important for the comparative investigation of corporate law. Recent scholar- e cor ship emphasizes the divergence among European, American, and Japanese cor- porations in corporate governance, share ownership, capital markets, and business culture. But, notwithstanding the very real differences across jurisdic- tions along these dimensions