Essays in this volume refocus attention on Constitutional protection for economic liberties. Divided into three parts, the book deals with the following topics: Interpreting the Constitution: Theory and Practice; Property Rights, Activism and the Judicial Process; and Recent Economic Issues in the Courts.
This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.
The Corporation and the Constitution is a significant contribution to modern constitutional and corporate scholarship. It offers a coherent theory of applying the Constitution to the corporation, and it forces scholars to appreciate the developments that have taken place totally outside the realm of traditional scholarly discourse on the Constitution.
Beginning 30 years ago American citizens were allowed to own and exchange gold in any form, something they had not been able to do for the previous 40 years. Restrictions on gold began with a series of actions intended to buttress the collapsing economy of the 1930s, including executive and legislative action forbidding the private ownership of and trading in gold and abrogating "gold clauses" in contracts--obligations payable in gold or in dollars measured by gold. All of these actions were subsequently upheld by the U.S. Supreme Court. They have profound implications for us today. This book provides a full and thoughtful consideration of all these issues, including the economic and legal history of the events of the 1930s, the effects of those events on government and private practices since that time, the economics of gold clauses and other indexing devices, and the anticipated impact of the legalization of gold ownership. It includes chapters by James M. Buchanan and T. Nicolaus Tideman, Milton Friedman, Harry G. Johnson, Ralph K. Winter, and Gerald T. Dunne, as well as discussions by Allan Meltzer, Karl Brunner, Armen Alchian, Lester Chandler, and David Meiselman among others. The diverse points of view represented make this book valuable to a broad spectrum of people concerned with the relationship between legal and economic policy; with the role of money in times of depression or inflation; and with the importance of gold itself in international and domestic economic systems. It will be important to economists concerned with international trade, macroeconomics, monetary economics; legal scholars concerned with problems of constitutional law, international trade, and the theory of contracts; and to that large group of people who are interested in precious metal that has long been central to human affairs. Henry G. Manne is dean and university professor emeritus at George Mason University. He has published many books and articles and is an Honorary Life Member of the American Law and Economics Association. He is considered an expert in insider trading, legal education, law and economics. Roger LeRoy Miller is associated with the Institute for University Studies in Arlington, Texas. Some of his most recent books include Money, Banking and Financial Markets (with David D. VanHoose), Business Law Today: The Essentials (with Gaylord A. Jentz) and Economics Today.
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