I’m delighted to report that the Liberty Fund has produced a three-volume collection of my dad’s oeuvre. Fred McChesney edits, Jon Macey writes a new biography and Henry Butler, Steve Bainbridge and Jon Macey write introductions. The collection can be ordered here.
Here’s the description:
As the founder of the Center for Law and Economics at George Mason University and dean emeritus of the George Mason School of Law, Henry G. Manne is one of the founding scholars of law and economics as a discipline. This three-volume collection includes articles, reviews, and books from more than four decades, featuring Wall Street in Transition, which redefined the commonly held view of the corporate firm.
Volume 1, The Economics of Corporations and Corporate Law, includes Manne’s seminal writings on corporate law and his landmark blend of economics and law that is today accepted as a standard discipline, showing how Manne developed a comprehensive theory of the modern corporation that has provided a framework for legal, economic, and financial analysis of the corporate firm.
Volume 2, Insider Trading, uses Manne’s ground-breaking Insider Trading and the Stock Market as a framework for many of Manne’s innovative contributions to the field, as well as a fresh context for understanding the complex world of corporate law and securities regulation.
Volume 3, Liberty and Freedom in the Economic Ordering of Society, includes selections exploring Manne’s thoughts on corporate social responsibility, on the regulation of capital markets and securities offerings, especially as examined in Wall Street in Transition, on the role of the modern university, and on the relationship among law, regulation, and the free market.
Manne’s most auspicious work in corporate law began with the two pieces from the Columbia Law Review that appear in volume 1, says general editor Fred S. McChesney. Editor Henry Butler adds: “Henry Manne was an innovator challenging the very foundations of the current learning.” “The ‘Higher Criticism’ of the Modern Corporation” was Manne’s first attempt at refuting the all too common notion that corporations were merely devices that allowed managers to plunder shareholders. Manne saw that such a view of corporations was inconsistent with the basic economic assumption that individuals either understand or soon will understand the costs and benefits of their own situations and that they respond according to rational self-interest.
My dad tells me the sample copies have arrived at his house, and I expect my review copy any day now. But I can already tell you that the content is excellent. Now-under-cited-but-essential-nonetheless corporate law classics like Some Theoretical Aspects of Share Voting and Our Two Corporation Systems: Law and Economics (two of his best, IMHO) should get some new life. Among his non-corporations works, the classic and fun Parable of the Parking Lots (showing a humorous side of Henry that unfortunately rarely comes through in the innumerable joke emails he passes along to those of us lucky enough to be on “the list”) and the truly-excellent The Political Economy of Modern Universities (an updating of which forms a large part of a long-unfinished manuscript by my dad and me) are standouts. And the content in the third volume from Wall Street in Transition has particular relevance today, and we would all do well to re-learn the lessons of those important contributions.
The full table of contents is below the fold. Get it while it’s hot!
Table of Contents
VOLUME 1 – The Economics of Corporations and Corporate Law
General Introduction by Fred S. McChesney vii
Biography of Henry G. Manne by Jonathan R. Macey xix
Introduction by Henry N. Butler xxix
Review of Corporation Giving in a Free Society 3
Review of The American Stockholder 13
Current Views on the “Modern Corporation” 22
The “Higher Criticism” of the Modern Corporation;
with a Reply by Professor Adolf A. Berle, Jr., Modern
Functions of the Corporate System 59
Corporate Responsibility, Business Motivation,
and Reality 125
Review of The Calculus of Consent 139
Review of The American Economic Republic 149
Some Theoretical Aspects of Share Voting:
An Essay in Honor of Adolf A. Berle 157
Mergers and the Market for Corporate Control 182
Panel Discussion: The Emergence of “Federal Corporation
Law” and Federal Control of Inside Information 199
Our Two Corporation Systems: Law and Economics 214
Cash Tender Offers for Shares: A Reply to
Chairman Cohen 242
Shareholder Social Proposals Viewed by an Opponent 267
The Social Responsibility of Regulated Utilities:
An Essay Dedicated to Wilber G. Katz 302
The Limits and Rationale of Corporate Altruism:
An Individualistic Model 320
Controlling the Giant Corporation: Myths and Realities 337
Testimony of Dr. Henry G. Manne before the Senate
Commerce Committee Considering Federal Chartering
of Large Corporations 351
Index 365
VOLUME 2 – Insider Trading
Introduction, by Stephen M. Bainbridge vii
INSIDER TRADING AND THE STOCK MARKET
Preface 3
1 Background 9
2 The Traditional Legal Context 26
3 Developments Under SEC Rule 10b-5 44
4 The Market for Valuable Information: An Introduction 59
5 Mechanisms for Marketing Inside Information 69
6 Market Effects of Different Trading Rules 88
7 Effects of Different Legal rules on Non-inside Traders 103
8 The Entrepreneur in the Large Corporation 121
9 Inside Information: The Entrepreneur’s Compensation 141
10 Objections to Information as Compensation 157
11 The Problems of Public and Private Policing 169
12 A Postscript on Government 181
List of Cases 200
Appendix: Selected Cases 202
ARTICLES AND ESSAYS
In Defense of Insider Trading 235
Insider Trading and the Administrative Process 256
Insider Trading and the Law Professors 309
A Rejoinder to Mr. Ferber 359
Definition of “Insider Trading” 364
Bring Back the Hostile Takeover 374
Options? Nah, Try Insider Trading 377
The Case for Insider Trading 380
Citizen Donaldson 384
What Mutual-Fund Scandal? 388
Regulation “In Terrorem” 392
Insider Trading: Hayek, Virtual Markets, and the Dog That Did Not Bark 396
Index 425
VOLUME 3 – Liberty and Freedom in the Economic Ordering of Society
Introduction, by Jonathan R. Macey vii
First Lecture 3
Economic Aspects of Required Disclosure under Federal Securities Laws 28
Reach vs. Grasp: A Legal Authority Analyzes a New Book on Securities Fraud 77
What Price Blue-Sky? State Securities Laws Work against Private and Public Interest Alike (with James S. Mofsky) 84
Prohibition on Wall Street? Congress Should Rewrite the Securities Exchange Act of 1934 94
Accounting and Administrative Law Aspects of Gerstle v. Gamble-Skogmo, Inc. 104
Law by Proxy? In Gerstle v. Gamble-Skogmo, the SEC Has Changed the Rules 136
Unconvincing Case: Mutual Fund “Reforms” Would Do More Harm than Good 143
Corporate Militants: Their Lawsuit Makes a Case for Sounder Securities Regulation 151
The Parable of the Parking Lots 158
The Political Economy of Modern Universities 165
Sins of Commission: A New Study Challenges SEC Disclosure Policies 189
Fighting Back against Controls 196
Preface to The Economics of Legal Relationships 204
The Publicly Held Corporation as a Market Creation 209
A New Perspective for Public Interest Law Firms 215
The Judiciary and Free Markets 239
A Free Market Model of a Large Corporation System 267
How Law and Economics Was Marketed in a Hostile World: A Very Personal History 291
Liberty Fund Conferences Attended by Henry Manne 315
Index 319
Cumulative Index 335