Edited by Claire A. Hill, Professor and James L. Krusemark Chair in Law and Brett H. McDonnell, Professor and Dorsey & Whitney Chair in Law, University of Minnesota Law School, US

’The text as a whole is comprehensive and the analysis is very clear and precise. Readers will find the content interesting, including recent developments in law and economics; this book is a 'must have' for academics and practitioners in law and economics... Each article features a well-written reference that is beneficial to readers particularly when the article refers to a particular theory that is difficult to comprehend in the first instance... this Handbook is clearly presented and well researched. The articles are comprehensive in nature and closely tied to each other. Therefore it is undoubtedly invaluable to academics, researchers and students who are interested in economics and corporate law in the United States as well as comparative law studies.’

• Contents:1. Introduction: The Evolution of the Economic Analysis of Corporate LawClaire A. Hill and Brett H. McDonnellPART I: CORPORATE CONSTITUENCIES2. Director PrimacyStephen M. Bainbridge3. Corporate Law and the Team Production ProblemMargaret M. Blair4. The Role of Shareholders in the Modern American CorporationD. Gordon Smith5. Creditors and Debt GovernanceCharles K. Whitehead6. Employees and the Boundaries of the CorporationMatthew T. Bodie7. The Role of the Public Interest in Corporate LawIan B. LeePART II: INSIDER GOVERNANCE8. Fiduciary Duties: The Emerging JurisprudenceClaire A. Hill and Brett H. McDonnell9. Empirical Studies of Representative LitigationRandall S. Thomas and Robert B. Thompson10. The Elusive Quest for Director IndependenceLisa M. Fairfax11. ‘Low-Cost’ Shareholder Activism: A Review of the EvidenceFabrizio Ferri12. Takeover Theory and the Law and Economics MovementSteven M. Davidoff13. The Law and Economics of Executive Compensation: Theory and EvidenceDavid I. WalkerPART III: GATEKEEPERS14. Transaction Cost Engineers, Loophole Engineers or Gatekeepers: The Role of Business Lawyers After the Financial MeltdownRichard W. Painter15. Credit Rating Agencies and Regulatory ReformAline Darbellay and Frank Partnoy16. The Influence of Law and Economics on Law and Accounting: Two Steps Forward, One Step BackLawrence A. Cunningham17. The Role and Regulation of the Research AnalystJill E. Fisch18. D&O Insurance and the Ability of Shareholder Litigation to DeterSean J. Griffith19. The Influence of Investment Banks on Corporate GovernanceTamar FrankelPART IV: JURISDICTION20. Varieties of Corporate Law-Making: Competition, Preemption, and FederalismRobert B. Ahdieh21. The Past and Future of Comparative Corporate GovernanceDonald C. ClarkePART V: NEW THEORY22. Self-Dealing by Corporate Insiders: Legal Constraints and LoopholesVladimir Atanasov, Bernard Black and Conrad S. Ciccotello23. Behavioral Approaches to Corporate LawDonald C. Langevoort24. Market Efficiency After the Fall: Where Do We Stand Following the Financial Crisis?Ronald J. Gilson and Reinier KraakmanIndex

Edited by Claire A. Hill, Professor and James L. Krusemark Chair in Law and Brett H. McDonnell, Professor and Dorsey & Whitney Chair in Law, University of Minnesota Law School, US

’The text as a whole is comprehensive and the analysis is very clear and precise. Readers will find the content interesting, including recent developments in law and economics; this book is a 'must have' for academics and practitioners in law and economics... Each article features a well-written reference that is beneficial to readers particularly when the article refers to a particular theory that is difficult to comprehend in the first instance... this Handbook is clearly presented and well researched. The articles are comprehensive in nature and closely tied to each other. Therefore it is undoubtedly invaluable to academics, researchers and students who are interested in economics and corporate law in the United States as well as comparative law studies.’

• Contents:1. Introduction: The Evolution of the Economic Analysis of Corporate LawClaire A. Hill and Brett H. McDonnellPART I: CORPORATE CONSTITUENCIES2. Director PrimacyStephen M. Bainbridge3. Corporate Law and the Team Production ProblemMargaret M. Blair4. The Role of Shareholders in the Modern American CorporationD. Gordon Smith5. Creditors and Debt GovernanceCharles K. Whitehead6. Employees and the Boundaries of the CorporationMatthew T. Bodie7. The Role of the Public Interest in Corporate LawIan B. LeePART II: INSIDER GOVERNANCE8. Fiduciary Duties: The Emerging JurisprudenceClaire A. Hill and Brett H. McDonnell9. Empirical Studies of Representative LitigationRandall S. Thomas and Robert B. Thompson10. The Elusive Quest for Director IndependenceLisa M. Fairfax11. ‘Low-Cost’ Shareholder Activism: A Review of the EvidenceFabrizio Ferri12. Takeover Theory and the Law and Economics MovementSteven M. Davidoff13. The Law and Economics of Executive Compensation: Theory and EvidenceDavid I. WalkerPART III: GATEKEEPERS14. Transaction Cost Engineers, Loophole Engineers or Gatekeepers: The Role of Business Lawyers After the Financial MeltdownRichard W. Painter15. Credit Rating Agencies and Regulatory ReformAline Darbellay and Frank Partnoy16. The Influence of Law and Economics on Law and Accounting: Two Steps Forward, One Step BackLawrence A. Cunningham17. The Role and Regulation of the Research AnalystJill E. Fisch18. D&O Insurance and the Ability of Shareholder Litigation to DeterSean J. Griffith19. The Influence of Investment Banks on Corporate GovernanceTamar FrankelPART IV: JURISDICTION20. Varieties of Corporate Law-Making: Competition, Preemption, and FederalismRobert B. Ahdieh21. The Past and Future of Comparative Corporate GovernanceDonald C. ClarkePART V: NEW THEORY22. Self-Dealing by Corporate Insiders: Legal Constraints and LoopholesVladimir Atanasov, Bernard Black and Conrad S. Ciccotello23. Behavioral Approaches to Corporate LawDonald C. Langevoort24. Market Efficiency After the Fall: Where Do We Stand Following the Financial Crisis?Ronald J. Gilson and Reinier KraakmanIndex

Edited by Claire A. Hill, Professor and James L. Krusemark Chair in Law and Brett H. McDonnell, Professor and Dorsey & Whitney Chair in Law, University of Minnesota Law School, US

’The text as a whole is comprehensive and the analysis is very clear and precise. Readers will find the content interesting, including recent developments in law and economics; this book is a 'must have' for academics and practitioners in law and economics... Each article features a well-written reference that is beneficial to readers particularly when the article refers to a particular theory that is difficult to comprehend in the first instance... this Handbook is clearly presented and well researched. The articles are comprehensive in nature and closely tied to each other. Therefore it is undoubtedly invaluable to academics, researchers and students who are interested in economics and corporate law in the United States as well as comparative law studies.’

• Contents:1. Introduction: The Evolution of the Economic Analysis of Corporate LawClaire A. Hill and Brett H. McDonnellPART I: CORPORATE CONSTITUENCIES2. Director PrimacyStephen M. Bainbridge3. Corporate Law and the Team Production ProblemMargaret M. Blair4. The Role of Shareholders in the Modern American CorporationD. Gordon Smith5. Creditors and Debt GovernanceCharles K. Whitehead6. Employees and the Boundaries of the CorporationMatthew T. Bodie7. The Role of the Public Interest in Corporate LawIan B. LeePART II: INSIDER GOVERNANCE8. Fiduciary Duties: The Emerging JurisprudenceClaire A. Hill and Brett H. McDonnell9. Empirical Studies of Representative LitigationRandall S. Thomas and Robert B. Thompson10. The Elusive Quest for Director IndependenceLisa M. Fairfax11. ‘Low-Cost’ Shareholder Activism: A Review of the EvidenceFabrizio Ferri12. Takeover Theory and the Law and Economics MovementSteven M. Davidoff13. The Law and Economics of Executive Compensation: Theory and EvidenceDavid I. WalkerPART III: GATEKEEPERS14. Transaction Cost Engineers, Loophole Engineers or Gatekeepers: The Role of Business Lawyers After the Financial MeltdownRichard W. Painter15. Credit Rating Agencies and Regulatory ReformAline Darbellay and Frank Partnoy16. The Influence of Law and Economics on Law and Accounting: Two Steps Forward, One Step BackLawrence A. Cunningham17. The Role and Regulation of the Research AnalystJill E. Fisch18. D&O Insurance and the Ability of Shareholder Litigation to DeterSean J. Griffith19. The Influence of Investment Banks on Corporate GovernanceTamar FrankelPART IV: JURISDICTION20. Varieties of Corporate Law-Making: Competition, Preemption, and FederalismRobert B. Ahdieh21. The Past and Future of Comparative Corporate GovernanceDonald C. ClarkePART V: NEW THEORY22. Self-Dealing by Corporate Insiders: Legal Constraints and LoopholesVladimir Atanasov, Bernard Black and Conrad S. Ciccotello23. Behavioral Approaches to Corporate LawDonald C. Langevoort24. Market Efficiency After the Fall: Where Do We Stand Following the Financial Crisis?Ronald J. Gilson and Reinier KraakmanIndex