Download or read book Regulatory Competition and Freedom of Contract in U S Corporate Law written by Marco Ventoruzzo and published by . This book was released on 2018 with total page 11 pages. Available in PDF, EPUB and Kindle. Book excerpt: The real dynamics of U.S. regulatory competition in corporate law are often misunderstood. As convincingly demonstrated by some authors (Kahan and Kamar), most States are not actively engaged in the market for charters, and Delaware's position is substantially unchallenged. From this starting point, in this short paper presented at the Conference of the Sixtieth Anniversary of the Italian Rivista delle società in 2015, after a brief critical discussion of the actual nature of this "competition" based also on empirical evidence, I examine some recent reforms of the Delaware General Corporation Act in the area of corporate litigation (on fee-shifting bylaws and exclusive forum selection clauses), which affect contractual freedom in corporate bylaws and seem to confirm the theoretical framework illustrated. In light of these results, I offer some implications for the also peculiar type of regulatory competition emerging in Europe, and indicate some consequences that European policy makers should take into account.

Download or read book Regulatory Competition in Contract Law written by Giesela Ruhl and published by . This book was released on 2013 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Regulatory competition has been high on the agenda of lawyers and economists for several years. Initially, the focal point of the debate was corporate law. Only recently the attention has shifted to other areas of law, notably contract law. However, in contrast to corporate law where there is little doubt that states do compete for corporate charters both in the United States and in Europe, it is hotly debated whether there is - or whether there can be - regulatory competition in contract law. In the first part of the following article I argue that this question must be answered in the affirmative: empirical evidence shows that there is regulatory competition in contract law - just like in other areas of law, notably corporate law. Most importantly, empirical evidence shows that businesses and consumers actually choose the applicable contract law based on the quality of the law and that states actually respond to these choices by adjusting their contract laws. With this finding, however, the discussion about regulatory competition in contract law has not yet reached its end. To the contrary: the fact that states actually do compete for application of their contract law raises a number of - normative - questions. Should regulatory competition be promoted because it induces a race to the top? Should it be banned because it induces a race to the bottom? In the second part of the article I argue that regulatory competition in contract law will generally induce a race to the top. It should, therefore, generally be promoted. However, also I argue that regulatory competition may induce a race to the bottom in some cases, namely where a choice of law does not account for the interests of all parties affected by the choice. In these cases, I conclude, regulatory competition should be regulated. More specifically, I argue that it should be regulated on the level of private international law by limiting freedom of choice.

Download or read book Economics in Antitrust Policy written by Mark Steiner and published by Universal-Publishers. This book was released on 2007 with total page 200 pages. Available in PDF, EPUB and Kindle. Book excerpt: In the field of antitrust, the freedoms to contract and compete can and do contradict. Profit-maximizing companies desire perfectly competitive input markets to minimize their costs, but want monopolistic markets for their outputs to maximize their profits. Consequently, they have strong incentives to undermine competition in their output markets. In a world without antitrust laws, many companies would thus eliminate competition by using their freedom to contract, either by entering into legally enforceable agreements which fix prices or divide up markets, or by merging and acquiring rivals to gain market control. Therefore, guaranteeing and safeguarding companies' abilities to compete comes at the cost of restricting their freedoms to contract. The states role in this task is a delicate one though: government intervention itself necessarily limits the economic freedom of individuals and firms, and limiting the freedom of contract has potentially detrimental effects on economic activity as well. Hence, antitrust policy must find the right balance between the two freedoms of competition and contract, allowing competition to flourish while upholding the contractual freedoms necessary for a functioning market. The policies in the U.S. and Europe used to protect competition with per se rules, setting clear boundaries for the freedom to contract where it interfered with the freedom to compete. Over the past decades, improvements in economic analysis provided measurable dimensions for 'competition' through measures like efficiency and welfare. With these new and complex economic tools, the aim of an antitrust policy moved away from an 'indirect' mechanism which provided and enforced a strict framework of negative per se rules within which the competitive process was allowed to happen. The current policies directly aim at promoting welfare by attempting to 'balance' the welfare effects of individual business practices, permitting contracts or mergers with benign effects and prohibiting contracts with detrimental effects on welfare in potentially every case. These economic insights have promoted a better understanding of the competitive process and contributed to improved antitrust rules. However, in the actual enforcement of antitrust laws, recent developments caused by the influence of economic analysis have had a detrimental impact on antitrust policy in both the U.S. and the EU. First, it increased the discretion of competition authorities, lowering legal certainty for companies and increasing the potential for wrong decisions. Second, it gave companies incentives to waste resources on rent seeking activities by using economic analyses to demonstrate efficiencies in complicated and timely investigations and litigation. And third, the predominant use of economic analysis has massively increased the costs of enforcement. This thesis is the first one to depict these negative effects caused by recent developments and shows that a policy with clear limitations through proposed per se rules would be superior for it would eliminate the illustrated negative effects.

Download or read book The Genius of American Corporate Law written by Roberta Romano and published by American Enterprise Institute. This book was released on 1993 with total page 180 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.

Download or read book Comparative Economic Analysis of Regulatory Competition in Corporate Law in Europe and the United States written by Robin Eyben and published by GRIN Verlag. This book was released on 2013-08-07 with total page 39 pages. Available in PDF, EPUB and Kindle. Book excerpt: Master's Thesis from the year 2006 in the subject Law - Comparative Legal Systems, Comparative Law, grade: Sehr Gut, University of Hamburg (Institut für Recht und Ökonomik), language: English, abstract: In the US it is principally the states that are in charge of regulating the internal affairs of corporations. States allow firms to relocate in other states. Hence, it is argued that states are engaging in a process of competing for corporate charters. In the EU this basic setting is today quite similar: the EU Member States have separately created their own corporate law systems for decades. Though only since the European Court of Justice (ECJ) ruled in a series of famous decisions from Centros to Inspire Art that Member States have to recognize firms who are incorporated under other Member States’ corporate law, the possibility for regulatory competition in corporate is opened in the EU as well. Comparing the situations in Europe and America from a law and economics perspective, the guiding hypothesis of this thesis is that while regulatory competition in corporate law can lead to efficient results, several problems have to be taken into account. Inefficiencies in American and European regulatory competition in corporate law are mainly due to these problems. A possible normative solution to such inefficiencies is assessed. Other findings of this thesis involves the following aspects: Firstly, while regulatory competition in corporate law in the U.S. might have been economically efficient in the past, it now can be identified several factors that lead to suboptimal outcomes which can be explained positively by applying existing theories on the issue as complementary ones. Secondly, the European legal and economic situation resembles important factors of the American one while there are some major differences that will probably lead to different outcomes to those in the U.S. – though these are suboptimal as well. Thirdly, a normative conclusion is drawn from these comparative observations. It can be efficient to restructure the framework in which regulatory competition in corporate law takes place in both, the U.S. and the EU. It is proposed a form of procedural harmonization and a simplification of conflict of laws that will allow states to compete for separate modules of legal sectors in corporate law. Thus innovation and learning processes in corporate regulations will be easier comparable and a sustainable race to the top may begin.

Download or read book Disintegrating the Regulation of the Business Corporation as a Nexus of Contracts written by Stefano Lombardo and published by . This book was released on 2008 with total page 36 pages. Available in PDF, EPUB and Kindle. Book excerpt: We apply the paradigm of the firm as a nexus of contracts to the debate on regulatory competition vs. unification of law as an alternative way of regulating the business corporation. This approach views the business corporation as a set of coordinated contracts among different parties. Agency problems and related agency costs are the result of this interaction. The economic analysis of corporate law, securities regulation and bankruptcy law identifies law as a means to minimize such agency costs. In this paper we develop a model where companies are heterogeneous in their preferences about the legal regulation of contractual relationships. We then compare a regime of regulatory competition to a regime of single supply of regulation and we analyse their relatives costs and benefits.

Download or read book Regulatory Competition in Making Corporate Law in the United States and its Limits written by Mark J. Roe and published by . This book was released on 2011 with total page 31 pages. Available in PDF, EPUB and Kindle. Book excerpt: American corporate-law scholars have focused on jurisdictional competition as an engine-usually as the engine-making American corporate law. Recent decisions in the European Court of Justice open up the possibility of similar competition in the EU. That has led analysts to wonder whether a European race would mimic the American, which depending on one`s view is a race to the top-promoting capital markets efficiency-or one to the bottom-demeaning it by giving managers too much authority in the American corporation. But the academic race literature underestimates Washington`s role in making American corporate law. Federal authorities are regularly involved, regularly make law governing the American corporation-from shareholder voting rules, to boardroom composition, to dual class stock-and they could do even more. In structure, the United States has two corporate lawmaking powers-the states (primarily Delaware) and Washington. We are only beginning to understand how they interact, as complements and substitutes, but the foundational fact of American corporate lawmaking during the twentieth century is that whenever there is a big issue-the kind of corporate policy decision that could strongly affect capital costs-Washington acted or considered acting. We cannot understand the structure of American corporate lawmaking by examining state-to-state jurisdictional competition alone.

Download or read book The Fall and Rise of Freedom of Contract written by F. H. Buckley and published by Duke University Press. This book was released on 1999-08-27 with total page 479 pages. Available in PDF, EPUB and Kindle. Book excerpt: Declared dead some twenty-five years ago, the idea of freedom of contract has enjoyed a remarkable intellectual revival. In The Fall and Rise of Freedom of Contract leading scholars in the fields of contract law and law-and-economics analyze the new interest in bargaining freedom. The 1970s was a decade of regulatory triumphalism in North America, marked by a surge in consumer, securities, and environmental regulation. Legal scholars predicted the “death of contract” and its replacement by regulation and reliance-based theories of liability. Instead, we have witnessed the reemergence of free bargaining norms. This revival can be attributed to the rise of law-and-economics, which laid bare the intellectual failure of anticontractarian theories. Scholars in this school note that consumers are not as helpless as they have been made out to be, and that intrusive legal rules meant ostensibly to help them often leave them worse off. Contract law principles have also been very robust in areas far afield from traditional contract law, and the essays in this volume consider how free bargaining rights might reasonably be extended in tort, property, land-use planning, bankruptcy, and divorce and family law. This book will be of particular interest to legal scholars and specialists in contract law. Economics and public policy planners will also be challenged by its novel arguments. Contributors. Gregory S. Alexander, Margaret F. Brinig, F. H. Buckley, Robert Cooter, Steven J. Eagle, Robert C. Ellickson, Richard A. Epstein, William A. Fischel, Michael Klausner, Bruce H. Kobayashi, Geoffrey P. Miller, Timothy J. Muris, Robert H. Nelson, Eric A. Posner, Robert K. Rasmussen, Larry E. Ribstein, Roberta Romano, Paul H. Rubin, Alan Schwartz, Elizabeth S. Scott, Robert E. Scott, Michael J. Trebilcock

Download or read book Regulatory Regimes written by Masami Hasegawa and published by . This book was released on 2002 with total page 56 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book The Anatomy of Corporate Law written by Reinier Kraakman and published by OUP Oxford. This book was released on 2009-07-23 with total page 578 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.

Download or read book Is Regulatory Competition a Problem or Irrelevant for Corporate Governance written by Roberta Romano and published by . This book was released on 2018 with total page 52 pages. Available in PDF, EPUB and Kindle. Book excerpt: This article provides an analysis of why regulatory competition in corporate law has operated, for the most part, successfully in the United States, and critiques the position of commentators who are skeptical of the significance and extent of state competition. The article begins by setting out the context in which regulatory competition has been most recently criticized, the U.S. Congress's response to corporate accounting scandals in the Sarbanes-Oxley Act, and by briefly noting how the problematic features of that legislative response underscore the benefits of regulatory competition. It then evaluates recent criticisms of regulatory competition that focus on the role of the federal government, or the incentives of states other than the leading incorporation state, Delaware, and conclude that U.S. corporate law is not the product of state competition. The article contends that these permutations on the state competition debate do not provide a satisfactory positive explanation of the behavior or the influence of the states and federal government. The minimum policy implication of the analysis is that it would be imprudent for policymakers to overlook the competitive regulatory experience in U.S. corporate law when assessing the approach to take to company and securities law. Prepared for the Special Issue of the Oxford Review of Economic Policy on Corporate Governance and the Corporate Governance Conference at the Said Business School, University of Oxford, January 28, 2005.

Download or read book Freedom of Contract and the Corporation written by Lucian A. Bebchuk and published by . This book was released on 1988 with total page 64 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Regulatory Competition on Corporate Law a Comparative Bibliography written by Kagan Kocaoglu and published by . This book was released on 2008 with total page 97 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Regulatory Competition in Contract Law and Dispute Resolution written by Horst Eidenmüller and published by Bloomsbury Publishing. This book was released on 2013-08-01 with total page 524 pages. Available in PDF, EPUB and Kindle. Book excerpt: In many regions of the world and across various fields, law has become a product. Individuals and companies seek attractive legal regulations and countries advertise their legal wares globally as they compete for customers. To analyse this development and to develop policy recommendations with respect to contract law and dispute resolution a conference was held in Munich in October 2011, bringing together leading scholars in the field of contract law and dispute resolution from the US and Europe. This book presents the papers and main comments produced for that conference. The chapters include important papers on, inter alia, law and economic theory, legal transplants, theories of private law, choice of law, the characterisation of contract law and the English and American civil procedural traditions.

Download or read book A Comparative Bibliography Regulatory Competition on Corporate Law written by Kagan Kocaoglu and published by . This book was released on 2008 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Regulatory Competition in Company Law in the European Community written by Stefano Lombardo and published by Peter Lang Publishing. This book was released on 2002 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: The work challenges the commonly accepted idea that the European single market needs a harmonized company law as a precondition for tis correct fucntioning, on the basis of a law and economics comparison with the American situation. The Study critically analyzes the two major reasons advances to justify harmonization--the race to the bottom argument and the standardization argument--on the basis of the regulatory compettion paradigm and concludes that they are basically wrong. Instead of pursuing harmonization fo substantive compnay law, the proposal is to adjust conflict of law rules in favor of the incorporation theory as ruled by the European Couurt of justice in its important Centros-decision of March 1999/ Companies should be granted freedom of establishment and free movement among jurisdictions in the European Union. Contents: EC company law: the state of the art--The theory of regulation and regulatory competition--The American market for corporate charters--The European market for corporate charters--Policy conclusions.

Download or read book Regulatory Competition of Corporate Laws in Europe and in the United States of America written by Fabio Filocamo and published by . This book was released on 2001 with total page 72 pages. Available in PDF, EPUB and Kindle. Book excerpt: