LSN: Law & Economics: Private Law (Topic)最新文献

{"title":"The Wealth Effects of Preemption Announcements by the Office of the Comptroller of the Currency after the Passage of the Georgia Fair Lending Act","authors":"Gary W. Whalen","doi":"10.2139/ssrn.869038","DOIUrl":"https://doi.org/10.2139/ssrn.869038","url":null,"abstract":"In 2004 the Office of the Comptroller of the Currency (OCC) concluded that federal law preempted anti-predatory lending statutes in Georgia and other states. The OCC asserted that preemption reduces compliance costs especially for smaller, multistate banking companies. Opponents countered that preemption disadvantages state banks endangering the dual banking system. Event study evidence is consistent with the OCC's assertion, but there is little support for the notion that preemption significantly disadvantages state bank-dominated companies. In fact, the excess returns of smaller state bank-dominated companies are generally positive and do not differ significantly from comparable national bank-dominated companies.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"278 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2005-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116502520","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":"How Law and Institutions Shape Financial Contracts: The Case of Bank Loans","authors":"Jun Qian, Philip E. Strahan","doi":"10.2139/ssrn.501662","DOIUrl":"https://doi.org/10.2139/ssrn.501662","url":null,"abstract":"Legal and institutional differences shape the ownership and terms of bank loans across the world. We show that under strong creditor protection, loans have more concentrated ownership, longer maturities, and lower interest rates. Moreover, the impact of creditor rights on loans depends on borrower characteristics such as the size and tangibility of assets. Foreign banks appear especially sensitive to the legal and institutional environment, with their ownership declining relative to domestic banks as creditor protection falls. Our multidimensional empirical model paints a more complete picture of how financial contracts respond to the legal and institutional environment than existing studies.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"1 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2005-01-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128212414","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":"Corporate Governance: A Survey of the Literature","authors":"J. Farinha","doi":"10.2139/ssrn.470801","DOIUrl":"https://doi.org/10.2139/ssrn.470801","url":null,"abstract":"This paper reviews the theoretical and empirical literature on the nature and consequences of the corporate governance problem, providing some guidance on the major points of consensus and dissent among researchers on this issue. Also analysed is the effectiveness of a set of external and internal disciplining mechanisms in providing a solution for the corporate governance problem. Apart from this, particular emphases are given to the special conflicts arising from the relationship between managers and shareholders in companies with large ownership diffusion, the issue of managerial entrenchment and the link between firm value and corporate governance.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"16 7","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2003-11-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131868966","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":"Overlooked Ethical Questions in Acquisitions and Mergers: A Look at Some Legal, Economic and Philosophical Issues","authors":"Robert W. McGee","doi":"10.2139/SSRN.242514","DOIUrl":"https://doi.org/10.2139/SSRN.242514","url":null,"abstract":"Practically every article that has ever been written about the economic, legal or ethical aspects of acquisitions and mergers has proceeded to discuss the topic from the viewpoint of the initiators, the predators, to use a pejorative term. Very little has been written about the individuals who try to prevent an acquisition or a merger. Still less has been written about the ethical issues involved in attempting to prevent an acquisition or merger. This article attempts to fill that gap in the literature. The author looks at attempts to prevent consenting adults from entering into an acquisition or merger from both the utilitarian and rights perspectives and concludes that individuals who attempt to prevent consensual activity in the area of acquisitions and mergers engage in unethical conduct, whether viewed from the utilitarian ethical perspective or the perspective of property and contract rights.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"145 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2000-10-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127560199","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":"A Theory of Path Dependence in Corporate Ownership and Governance","authors":"L. Bebchuk, M. Roe","doi":"10.2139/ssrn.202748","DOIUrl":"https://doi.org/10.2139/ssrn.202748","url":null,"abstract":"Corporate structures differ among the advanced economies of the world. We contribute to an understanding of these differences by developing a theory of the path dependence of corporate structure. The corporate structures that an economy has at any point in time depend in part on those that it had at earlier times. Two sources of path dependence--structure driven and rule driven--are identified and analyzed. First, the corporate structures of an economy depend on the structures with which the economy started. Initial ownership structures have such an effect because they affect the identity of the structure that would be efficient for any given company and because they can give some parties both incentives and power to impede changes in them. Second, corporate rules, which affect ownership structures, will themselves depend on the corporate structures with which the economy started. Initial ownership structures can affect both the identity of the rules that would be efficient and the interest group politics that can determine which rules would actually be chosen. Our theory of path dependence sheds light on why the advanced economies, despite pressures to converge, vary in their ownership structures. It also provides a basis for why some important differences might persist.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"113 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1999-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"133380037","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":"Microfinance and the Mechanics of Solidarity Lending: Improving Access to Credit Through Innovations in Contract Structure","authors":"Jameel Jaffer","doi":"10.2139/ssrn.162548","DOIUrl":"https://doi.org/10.2139/ssrn.162548","url":null,"abstract":"One of the most intractable economic problems for poor countries has been the high price or outright unavailability of credit in rural communities. One of the few concepts that have succeeded in expanding the availability of credit has been \"microfinance,\" a practice that involves the provision of small loans (generally of a few hundred dollars or so) to borrowers without conventional collateral. The success of microlending has been especially striking because its benefits have accrued primarily to groups ignored by traditional development assistance--the poorest segments of poor countries' populations--and to women in particular. This paper explains how a large part of microfinance institutions' success can be traced to their practice of bundling loans together through a system known as \"solidarity lending.\" Under this system, would-be borrowers form groups (usually of between three and six), within which each member agrees to guarantee the loans of the others in the group. If any one individual member defaults on his or her loan, the other members of the group are required to cover the shortfall. This paper reviews insights of the informational economics literature that explain the link between information asymmetries and credit market failure, and then shows why solidarity lending dramatically decreases the costs of information, particularly where institutional infrastructure is weak and borrowers' projects are small. Microfinance has revolutionized the way in which credit is provided to the rural poor; this paper explains why it has succeeded.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"23 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1999-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125332968","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":"Kinship, Control, and Incentives","authors":"C. Lin, I. Png","doi":"10.2139/ssrn.142664","DOIUrl":"https://doi.org/10.2139/ssrn.142664","url":null,"abstract":"Opportunistic behavior can be resolved through contract or by adjusting the structure of ownership. Previous scholarship has focussed on economic factors that influence the trade-off between contract and ownership. We focus on the effect of a cultural factor -- kinship -- and hypothesize that the presence of kinship ties leads to a relative preference for contract over ownership as the way to resolve opportunistic behavior. This hypothesis is tested on a data set of Taiwanese direct investments in Mainland China. The results provide fairly strong support to the hypothesis.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"30 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1998-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129021423","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":"The Economics and Law of Rent Control","authors":"K. Basu, P. Emerson","doi":"10.1596/1813-9450-1968","DOIUrl":"https://doi.org/10.1596/1813-9450-1968","url":null,"abstract":"The authors construct a model of second-generation rent control, describing a regime that does not permit rent increases for sitting tenants--or their eviction. When an apartment becomes vacant, however, the landlord is free to negotiate a new contract with a higher rent. They argue that this stylized system is a good (though polar) approximation of rent control regimes that exist in many cities in India, the United States, and elsewhere. Under such a regime, if inflation exists, landlords prefer to rent to tenants who plan to stay only a short time. The authors assume that there are different types of tenants (where\"type\"refers to the amount of time tenants stay in an apartment) and that landlords are unable to determine types before they rent to a tenant. Contracts contingent on departure date are forbidden, so a problem of adverse selection arises. Short stayers are harmed by rent control while long-term tenants benefit. In addition, the equilibrium is Pareto inefficient. The authors show that when tenant types are determined endogenously (when a tenant decides how long to stay in one place based on market signals) in the presence of rent control, there may be multiple equilibria, with one equilibrium Pareto-dominated by another. In other words, many lifestyle choices are made based on conditions in the rental housing market. One thing rent control may do is decrease the mobility of the labor force, because tenants may choose to remain in a city where they occupy rent-controlled apartments rather than accept a higher-paying job in another city. The authors show that abolishing the rent control regime can do two things: shift the equilibrium to a better outcome and result in lower rents, across the board.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"48 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1998-08-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121942589","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":"Personal Liabilities and Bankruptcy Reform: An International Perspective","authors":"M. Alexopoulos, Ian Domowitz","doi":"10.2139/ssrn.92128","DOIUrl":"https://doi.org/10.2139/ssrn.92128","url":null,"abstract":"We document international changes in bankruptcy law pertaining to personal liabilities. Implications are investigated within a theoretical model, focusing on interest rates, employment, and bankruptcy incidence. Small-firm employment rises as bankruptcy law becomes more stringent, but interest rates may increase. A tightening of bankruptcy law may not decrease bankruptcy probabilities, except in the stark case of no debt discharge. Strict rules pertaining to debt repayment are desirable, as opposed to court or pre-court discretion. Pending international agreements with respect to cross-border insolvency may lower interest rates, but do not necessarily imply a decrease in bankruptcy incidence. Copyright 1998 by Blackwell Publishers Ltd.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"99 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1998-04-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"124081273","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":"Antitrust Balancing in a (Near) Coasean World: The Case of Franchise Tying Contracts","authors":"Alan J. Meese","doi":"10.2307/1290132","DOIUrl":"https://doi.org/10.2307/1290132","url":null,"abstract":"More than half a century ago, the Supreme Court declared tying contracts imposed by firms with market power “unlawful per se,” reasoning that all such agreements necessarily result from “anticompetitive forcing.” Despite the “per se” label, however, lower courts have recognized an affirmative defense to such liability in cases where franchisors require franchisees to purchase inputs from the franchisor as a condition of operating under the franchisor’s trademark. To invoke this defense, the defendant must establish that the challenged agreement produces significant benefits by inducing franchisees to purchase inputs of a higher quality than they would otherwise select. However, proof that the agreement produces such benefits does not suffice to avoid liability. Instead, a plaintiff-franchisee may still prevail by showing that the franchisor could achieve the same benefits by relying upon a “less restrictive alternative,” in particular, allowing franchisees to purchase from whichever vendor they choose, subject to input quality specifications promulgated by the franchisor. This article contends that the standards governing this defense are unduly biased against franchise tying contracts that produce significant benefits. Many franchise systems are of a “business format” variety, whereby individual franchisees produce the franchise product, subject to specifications set by the franchisor. As economists have previously shown, reliance on individual franchisees to select the inputs employed to create the franchise product can result in a market failure and suboptimal quality of the franchise product. In particular, individual franchisees may purchase cheap and inferior inputs, while at the same time attracting consumers to their establishment by displaying a franchise trademark enhanced by investments made by other franchisees. Of course, if all franchisees pursue this strategy, the overall quality associated with the franchise system and thus franchise trademark will suffer. To be sure, current law allows franchisors to assert and show that a tying contract overcomes market failure in this manner. Nonetheless, current law rests upon a misconception about the relationship between market power, one the one hand, and ties that eliminate this market failure, on the other. That is, the current methodology for evaluating this “defense,” including the less restrictive alternative test, implicitly assumes that any benefits produced by such agreements coexist with the sort of anticompetitive harms presumed once a plaintiff establishes the market power necessary for per se liability. This “coexistence assumption” reflects the pre-occupation with monopoly explanations for non-standard contracts decried by Ronald Coase and flows naturally from the partial equilibrium trade-off model applied to mergers that both enhance merging parties’ market power and produce technological efficiencies such as economies of scale. Franchise tying contracts are not mergers, howe","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"12 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"1996-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"121468595","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}