{"title":"In Coase's Footsteps","authors":"D. Baird","doi":"10.2139/SSRN.368400","DOIUrl":"https://doi.org/10.2139/SSRN.368400","url":null,"abstract":"This paper revisits two examples of vertical integration in the early automobile industry: GM and Fisher Body on the one hand and Ford Motor and Keim Mills on the other. The paper shows that asset-specific investment and the fear of hold-up played at best a negligible role. What mattered in the case of GM and Fisher Body was close coordination of assembly operations. In the case of Ford Motor and Keim Mills, vertical integration was an important step (but only one of many) that Henry Ford took to ensure that his production team remained intact. In the case of GM and Fisher Body, GM's decision to coordinate the assembly of Chevrolet components, including car bodies, at multiple locations proved crucial. Shipping complete car bodies and storing them at each Chevrolet assembly plant was expensive and unwieldy. Instead, Fisher Body shipped sheets of stamped metal to assembly plants built at GM's expense adjacent to each new Chevrolet assembly plant. At these plants, Fisher Body coordinated the welding of the sheets into car bodies with Chevrolet's production team. The close coordination of these plant level operations made the activities of Fisher and Chevrolet indistinguishable from most activity that takes place inside a conventional firm. These production efficiencies made vertical integration sensible, but the date of formal legal integration came late and was not itself of great moment. The success of the Model T depended crucially on Henry Ford's ability to keep his production team together. Many team members worked initially for Keim Mills, and Keim became a subsidiary of Ford. But, as in the case of GM and Fisher Body, the formal legal event marking vertical integration of Ford and Keim did not coincide with the important economic events. The members of the Keim Mills team designed the Model T well before vertical integration, and their later contributions came only when they moved from Buffalo to Detroit, something that was independent of and took place after vertical integration. The value of the Model T depended crucially on the members of the team Henry Ford put together, but relatively little on whether, as a legal matter, the Ford Motor Company employed them.","PeriodicalId":161847,"journal":{"name":"University of Chicago Coase-Sandor Institute for Law & Economics Research Paper Series","volume":"99 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2003-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133637855","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Conformity and Dissent","authors":"C. Sunstein","doi":"10.2139/ssrn.341880","DOIUrl":"https://doi.org/10.2139/ssrn.341880","url":null,"abstract":"Much of the time, human beings do what others do. This is perfectly sensible, because the actions and statements of other people convey valuable information about what should be done. In addition, most people want the good opinion of others, and this desire promotes conformity. But conformity can lead both groups and institutions in unfortunate and even catastrophic directions. The most serious problem is that by following others, people fail to disclose what they know and believe, thus depriving society of important information. Those who dissent, and who reject the pressures imposed by others, perform valuable social functions, often at their own expense, material or nonmaterial. These points are illustrated by reference to theoretical and empirical work on conformity, cascades, and group polarization. An understanding of the role of conformity and dissent casts new light on a variety of legal issues, including the expressive function of law; the institutions of the American constitution; the functions of free speech in wartime; the debate over the composition of the federal judiciary; and affirmative action in higher education.","PeriodicalId":161847,"journal":{"name":"University of Chicago Coase-Sandor Institute for Law & Economics Research Paper Series","volume":"2014 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2002-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128063469","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Pursuing a Remedy in Microsoft: The Declining Need for Centralized Coordination in a Networked World","authors":"Randal C. Picker","doi":"10.2139/ssrn.279179","DOIUrl":"https://doi.org/10.2139/ssrn.279179","url":null,"abstract":"In the pre-networked world, Windows played the central role in coordinating the sharing of software. The rise of the network changes how software should be distributed and changes the role of Windows in software coordination. There is less of a need for mandatory incorporation of software into Windows, as decentralized distribution and coordination is now possible. In impermissibly maintaining its monopoly, Microsoft distorted the channels for software distribution and added software to Windows for the purpose of raising the cost of distribution of rival software. Aproportionate Microsoft remedy should address that distributional distortion and seek to prevent future distortions. The article suggests such a remedy.","PeriodicalId":161847,"journal":{"name":"University of Chicago Coase-Sandor Institute for Law & Economics Research Paper Series","volume":"135 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2001-07-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123403518","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Control Rights, Priority Rights, and the Conceptual Foundations of Corporate Reorganizations","authors":"D. Baird, R. K. Rasmussen","doi":"10.2139/SSRN.268528","DOIUrl":"https://doi.org/10.2139/SSRN.268528","url":null,"abstract":"Modern Chapter 11 places control decisions in the hands of the bankruptcy judge and insists on rigid adherence to absolute priority in all cases. In both respects, modern Chapter 11 departs sharply from the equity receivership. The equity receivership governed the reorganization of railroads and other large firms in the 19th Century, and it was fashioned in a way that strongly suggests that it vindicated the creditors' bargain. This paper suggests that, when a speedy auction of the firm is not possible, these twin principles of the equity receivership continue to make sense. When the managers and shareholders cannot be easily separated, control rights should lie in the hands of someone whose loyalties are aligned with the creditors, but the reorganization itself should not affect the value of the managers' equity interest. To use the language of the equity receivership, the \"relative priority\" of their interests should be preserved. The focus of modern scholarship on the absolute priority rule neglects the question of who controls the assets during the reorganization. It also fails to take account of the role that existing manager/shareholders will play in firms that possess going concern value and cannot be resold in the market. In this environment, the absolute priority rule triggers costly renegotiations that may yield no off-setting advantages over the relative priority rule.","PeriodicalId":161847,"journal":{"name":"University of Chicago Coase-Sandor Institute for Law & Economics Research Paper Series","volume":"7 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2001-05-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127466831","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Market Signaling of Personal Characteristics","authors":"Gertrud M. Fremling, R. Posner","doi":"10.2139/ssrn.193490","DOIUrl":"https://doi.org/10.2139/ssrn.193490","url":null,"abstract":"The literature on signaling emphasizes signaling by business firms and also signaling by individuals by means of gifts or consumption. But it has rarely considered signaling by individuals by means of market behavior such as buying and selling. This paper seeks to fill this gap in the literature. It presents a model of such signaling, emphasizing the distinction between endowed and purchased status signaling; explains behaviors too readily dismissed as \"irrational\"; and reinterprets the results of a number of experiments in behavioral economics as artifacts of signaling rather than symptoms of cognitive deficiencies or moral concerns.","PeriodicalId":161847,"journal":{"name":"University of Chicago Coase-Sandor Institute for Law & Economics Research Paper Series","volume":"30 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1999-11-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"130912965","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}