Volume 1.1
June
2022

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Volume 1.1
ESG and Private Ordering
Michal Barzuza
Professor of Law, University of Virginia School of Law

For useful comments and suggestions we are grateful to Elizabeth Pollman and participants at the University of Chicago Business Law review, inaugural symposium.

Quinn Curtis
Albert Clark Tate, Jr., Professor of Law, University of Virginia School of Law
David H. Webber
Professor of Law and Paul M. Siskind Research Scholar, Boston University School of Law

Easterbrook and Fischel’s seminal book The Economic Structure of Corporate Law has taught us the crucial role of markets in shaping the corporate contract. With the rise of ESG, the nature of that contract is changing, but the importance of markets (and of their limitations) is not. In this piece, building on our previous work that traces the remarkable growth of ESG to a shift in demand, primarily, but not solely, among millennials, we discuss the role of markets in shaping ESG, as well as their limitations.

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Volume 1.1
Competing Views on the Economic Structure of Corporate Law
Lucian A. Bebchuk
James Barr Ames Professor of Law, Economics, and Finance, and Director of the Program on Corporate Governance, Harvard Law School

For disclosure of other affiliations and activities, see http://www.law.harvard.edu/faculty/bebchuk/bio.shtml. I benefitted from discussions with and comments from Scott Hirst, Kobi Kastiel, and participants in the University of Chicago Symposium on the Economic Structure of Corporate Law.

Written for a symposium issue celebrating the thirty-year anniversary of the publication of The Economic Structure of Corporate Law by Frank Easterbrook and Daniel Fischel (“E&F”), this Essay discusses the interaction of my research over the years with their writings. During the period in which the book and articles were written, and in the many years since then, I have paid close attention to E&F’s writings in my research in the economics of corporate governance.

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Volume 1.1
Just Say No? Shareholder Voting on Securities Class Actions
Albert H. Choi
Paul G. Kauper Professor of Law, University of Michigan
Stephen J. Choi
Bernard Petrie Professor of Law and Business, New York University
A.C. Pritchard
Frances and George Skestos Professor of Law, University of Michigan

The U.S. securities laws allow security-holders to bring a class action suit against a public company and its officers who make materially misleading statements to the market. The class action mechanism allows individual claimants to aggregate their claims. This procedure mitigates the collective action problem among claimants, and also creates potential economies of scale. Despite these efficiencies, the class action mechanism has been criticized for being driven by attorneys and also encouraging nuisance suits.

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Volume 1.1
Purpose Proposals
Jill E. Fisch
Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School

I thank participants at the University of Chicago Business Law Review Symposium, the Tulane Corporate and Securities Roundtable and the BYU Winter Deals Conference as well as Rick Alexander, Cathy Hwang, Sanford Lewis, Peter Molk, Alessio Pacces and Harwell Wells for their many helpful comments and suggestions.

I. Introduction

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Volume 1.1
Rereading the “One Share, One Vote” Principle: Is It Also a Matter of Competition?
Federico Ghezzi
Full Professor of Corporate and Competition Law at Bocconi University, Milan, Italy
Chiara Mosca
CONSOB Commissioner; Associate Professor of Corporate and Financial Markets Law at Bocconi University, Milan, Italy (on leave)

The opinions expressed in this Article are the sole responsibility of the author and should not be taken to represent an official position of the institution in which she serves.

Maria Lucia Passador
Academic Fellow in Corporate and Financial Markets Law at Bocconi University, Milan, Italy

I. Introduction

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Volume 1.1
The New Corporate Governance
Oliver Hart
Harvard University

We are grateful to Lucian Bebchuk, Ronald Gilson, Bernard Sharfman, Robert Sitkoff, Holger Spamann, David H. Webber, and participants at the University of Chicago Business Law Review Symposium for helpful discussions and feedback. We thank Jack Li for excellent research assistance. Oliver Hart gratefully acknowledges financial support from the Harvard-Radcliffe Institute. Luigi Zingales gratefully acknowledges financial support from Stigler Center at the University of Chicago.

Luigi Zingales
University of Chicago

We are grateful to Lucian Bebchuk, Ronald Gilson, Bernard Sharfman, Robert Sitkoff, Holger Spamann, David H. Webber, and participants at the University of Chicago Business Law Review Symposium for helpful discussions and feedback. We thank Jack Li for excellent research assistance. Oliver Hart gratefully acknowledges financial support from the Harvard-Radcliffe Institute. Luigi Zingales gratefully acknowledges financial support from Stigler Center at the University of Chicago.

I. Introduction

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Volume 1.1
Endogenous Choice of Stakes Under Common Ownership
C. Scott Hemphill
Moses H. Grossman Professor of Law, New York University School of Law

We thank Chris Conlon, Angel Lopez, Alessio Piccolo, and participants at the NYU Law and Economics Workshop and the NBIM Common Ownership Mini-Conference for helpful comments.

Marcel Kahan
George T. Lowy Professor of Law, New York University School of Law

We thank Chris Conlon, Angel Lopez, Alessio Piccolo, and participants at the NYU Law and Economics Workshop and the NBIM Common Ownership Mini-Conference for helpful comments.

I. Introduction

A common concentrated owner (CCO) holds stakes in competing firms.2

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Volume 1.1
Shadow Contracts
Jessica S. Jeffers
Ph.D., Assistant Professor of Finance and David G. Booth Faculty Fellow, Booth School of Business, University of Chicago

We are grateful to collaboration of Eighteen East Capital partners, Dave Portmann and Thomas Venon, Swedish International Development Agency, Global Affairs Canada, the Impact Finance Research Consortium, the Wharton Social Impact Initiative, and the Rustandy Center, in particular fellows, and participant fund general partners, for making this paper possible. Jim Hicks & Hanson Ho provided excellent research assistance; all errors are our own.

Anne M. Tucker
Anne M. Tucker, Professor & Faculty Director of Legal Analytics & Innovation, Georgia State University College of Law

We are grateful to collaboration of Eighteen East Capital partners, Dave Portmann and Thomas Venon, Swedish International Development Agency, Global Affairs Canada, the Impact Finance Research Consortium, the Wharton Social Impact Initiative, and the Rustandy Center, in particular fellows, and participant fund general partners, for making this paper possible. Jim Hicks & Hanson Ho provided excellent research assistance; all errors are our own.

I. Introduction

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