The Archives

The collection of all scholarly commentary on law, economics, and more

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Judicial dissolution of LLCs and the operating agreement

The ever helpful Francis Pileggi brings us news of the Delaware Chancery Court’s recent decision in Lola Cars International Ltd. v. Krohn Racing, LLC, which refused after trial to dissolve an LLC under Delaware §18-802. As I discussed last December, the court previously denied a motion to dismiss the dissolution complaint. I then noted that ... Judicial dissolution of LLCs and the operating agreement

The Law and Economics of Privatizing Alcohol Sales

Economist and occasional TOTM guest blogger Steve Salop (Georgetown) recently sent me the following questions spurred by the local debate over Governor McConnell’s proposal to private the retailing of alcoholic beverages: I have my first antitrust class of the semester tomorrow.  Among the issues I teach the first week are (1) the fact that demand ... The Law and Economics of Privatizing Alcohol Sales

Insurance markets in everything …

As the guys at MR would say…(ESPN).   Hair insurance edition:  Just call Troy Polamalu the man with the million dollar hair.  The long, flowing black hair that tumbles out of Polamalu’s helmet and down his back — it’s nearly three feet long — has been insured for $1 million by Head and Shoulders, the shampoo ... Insurance markets in everything …

Owning the law

Just as my Death of Big Law has been published, I’m working with Bruce Kobayashi on a new paper with the above working title, which I will be presenting at the Canadian Law & Economics conference in October. Here’s a taste of an early version I presented last May at Law & Society. Now the ... Owning the law

The SEC vs. shareholders

One of the great myths about the SEC’s new proxy access rule is that it is pro-shareholder, or at least gives new clout to shareholders. This is simply wrong, since the SEC evidently did not intend to help shareholders, or at least anything like a significant fraction of the universe of shareholders, and almost certainly ... The SEC vs. shareholders

The Roberts Court and the Limits of Antitrust

I’ve just finished a draft of a paper for an upcoming conference on the Roberts Court’s business law decisions. Volokh blogger Jonathan Adler, who directs the Center for Business Law and Regulation at Case Western, is organizing the conference. The other presenters are Adam Pritchard from Michigan (covering the Court’s securities decisions), Brian Fitzpatrick from ... The Roberts Court and the Limits of Antitrust

My Favorite Corporate Law Blogs

Here’s what I spend my time reading every morning in the blogosphere.  Readers, have I forgotten any? Professor Bainbridge.  Our good blog neighbor comments on the latest developments in corporate law and securities regulation.  Posts range from practical advice on the evolution of corporate law to snippets of Professor B’s latest academic work.  Insightful political ... My Favorite Corporate Law Blogs

“The Next Big Thing Will Not Be Invented Here”

Intel Chairman and CEO Paul Otellini recently gave the keynote address at the Technology Policy Institute’s Aspen Forum on the US regulation environment and its effect of innovation and economic growth (HT: CNET, WSJ).  The speech got some play in the media because of its overall depressing tone for the US, and its frank criticism ... “The Next Big Thing Will Not Be Invented Here”

To Slice or Not To Slice; a Taxing Question

Earlier this week, the WSJ reported on a nuance in the New York state tax code that has come take a bite out of at least one bagel company’s profits, and it illustrates how the complexities of arbitrary taxation schemes can rear their ugly heads and create incentives–and challenges–for consumers and sellers alike that would ... To Slice or Not To Slice; a Taxing Question

Tax

Deception and “Tells” in Business in Poker

The Economist points to a very interesting study by Stanford’s David Larcker and Anastasia Zakolyukina on the use of deception in the business environment (HT: Brian McCann).  The article’s title, “How to Tell When Your Boss is Lying,” gets at the thrust of the piece.  Larcker and Zakolyukina look at conference call transcripts from 2003 ... Deception and “Tells” in Business in Poker

Proxy access arrives. Now what?

Here’s the SEC’s release, its summary and another one by Lisa Fairfax. As I’ve said, “peek behind the “shareholder democracy” rhetoric and we see * * * federal control of corporate law [and] turning corporate governance into a political battle between unions and managers.” As for the federal takeover, the SEC’s adopting release says We ... Proxy access arrives. Now what?

Antitrust Formalism Is Dead! Long Live Antitrust Formalism!: Some Implications of American Needle v. NFL

My take on American Needle, forthcoming in the Cato Supreme Court Review and co-authored with Judd Stone.  I’ll be discussing the paper at the Cato Institute Constitution Day on September 16th, and as luck would have it, on a panel with co-blogger Larry Ribstein (who will be offering his take on Jones v. Harris) is ... Antitrust Formalism Is Dead! Long Live Antitrust Formalism!: Some Implications of American Needle v. NFL