Commercial Law: Corporate Law, Securities Regulation, and Antitrust

Abstract

This chapter critically surveys the behavioral analysis of commercial law. It begins by examining the preliminary question of whether bounded rationality can persist in well-functioning, highly competitive markets. As the theoretical analysis and empirical evidence demonstrate, irrational behavior is present even in such settings. The chapter goes on to discuss the implications of behavioral analysis for key issues within corporate law, securities regulation, and antitrust law. These include the ramifications of managers’ overconfidence and passive boards; the bounded rationality of retail investors; and the effect of behavioral phenomena on market competition. The chapter concludes with discussion of the critiques leveled against the behavioral analysis of commercial law.