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

{"title":"Theories of Profit: A Review and an Extension","authors":"C. Bowman","doi":"10.2139/ssrn.2477265","DOIUrl":"https://doi.org/10.2139/ssrn.2477265","url":null,"abstract":"We consider how profit has been explained and justified. We then build on property rights theory to develop an alternative explanation of profits and conclude that profits can be considered as an implicit payment for access to the assets required for an individual’s labour to be market efficient. The nature of the bargains struck between employees and the firm’s representatives affect the flow of value captured by the firm in the form of profit, rather than these flows being captured by employees in the form of higher salaries, and these bargains are essentially determined by perceptions of reciprocal dependence between the firm’s representatives and the employees.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"18 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-08-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"123938959","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":"Reforms of Japanese Corporate Law and Political Environment","authors":"Hatsuru Morita","doi":"10.2139/ssrn.2430973","DOIUrl":"https://doi.org/10.2139/ssrn.2430973","url":null,"abstract":"Corporate law shapes the fundamental business environment and affects various stakeholders such as shareholders, managers, employees, and creditors. Each stakeholder has an incentive to influence on the reform process of corporate law. The many corporate law reforms in Japan reflect its rapidly-changing business environment. It is important to understand the behavior of various stakeholders by examining the politics of the reform process of corporate law. This paper tries to provide an analysis of the changing political balance among various stakeholders of corporate law.Before 1997, the legal academics played a mitigating role in legislative process, thereby achieving the well-balanced development of Japanese corporate Law. In contrast, after 1997, the legislative process of Japanese corporate law has become more democratic: corporate managers, who are politically strong interest group, significantly influence corporate law reforms, while shareholders and creditors, who are politically silent, do not. And the bureaucrats of the Ministry of Justice do not have power and effective tools to resist the influence of corporate managers. However, it seems that politicians are trying to return to the middle road voluntarily. In the 2014 reform of Japanese corporate law, politicians did not simply follow the interest of corporate managers, but rather tried to achieve a balance among various stakeholders of corporate law. This change may be caused by the change of electoral rules for the House of Representatives.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"7 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-04-29","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125342221","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":"What is It Like to Be a Beetle? The Timelessness Problem in Gilson's Value Creation Hypothesis","authors":"Jeffrey M. Lipshaw","doi":"10.2139/ssrn.2296955","DOIUrl":"https://doi.org/10.2139/ssrn.2296955","url":null,"abstract":"This is a contribution to the 2014 mini-symposium honoring the thirtieth anniversary of the publication of Ronald Gilson’s seminal article Value Creation by Business Lawyers. In it, he coined two powerful metaphors: that of lawyers as “transaction cost engineers” and as beetles studied by their entomologist brethren in the legal academy. As a former lawyer-beetle and a current academic-entomologist, I am quite sure that the transaction cost economics he used to explain value creation missed something important about the subjective and real world experience of being a lawyer-beetle. In this essay, I (a) summarize two different but significantly related critiques of theory, (i) the physicist Lee Smolin’s powerful argument for the unreality and therefore timelessness of algorithmic models of the universe – i.e., why physics as generally practiced is “physics in a box,” and (ii) the philosopher Alasdair MacIntyre’s controversial argument for the unreality of modern conceptions of utility, rights, and efficiency, (b) borrow from both critiques in order to understand the difficulties in transposing timeless economic and legal conceptions (“utility” and “rights,” respectively) to real transactions that occur in real time, (c) criticize the tendency of the legal profession, in both the academic and practicing arms, to teach and practice a scientific “law in a box,” and (d) suggest a vision of what it means for a wise business lawyer not to be so constrained.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"38 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-03-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"122310534","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":"Collateral Compliance","authors":"","doi":"10.2139/ssrn.2032788","DOIUrl":"https://doi.org/10.2139/ssrn.2032788","url":null,"abstract":"As most of us are aware, the failure to comply with the tax law can lead to tax penalties, which almost always take the form of monetary sanctions. But tax noncompliance has other consequences as well. Collateral sanctions for tax noncompliance — which apply on top of traditional tax penalties and revoke or deny government-provided benefits — increasingly apply to individuals who have failed to obey the tax law. They range from denial of hunting permits to suspension of driver’s licenses to revocation of passports. Further, as the recent Supreme Court case Kawashima v. Holder demonstrates, some individuals who are subject to tax penalties for committing tax offenses involving “fraud or deceit” may even face deportation from the United States. When analyzing sanctions as incentives for tax compliance, tax scholars have focused almost exclusively on the design and implementation of monetary tax penalties. This Article, in contrast, introduces the collateral tax sanction as a new form of tax penalty that does not require noncompliant taxpayers to pay the government money and that does not require the taxing authority to apply it. Drawing on behavioral research and experiments that have been conducted in the tax context and other areas, I argue that collateral tax sanctions can promote voluntary tax compliance more effectively than the threat of additional monetary tax penalties, especially if governments increase public awareness of these sanctions. Governments should embrace collateral tax sanctions as a means of tax enforcement and taxing authorities should publicize them affirmatively. After considering the effects of collateral tax sanctions under the predominant theories of voluntary compliance, I propose principles that governments should consider when designing collateral tax sanctions. These principles suggest, for example, that initiatives to revoke driver’s licenses from individuals who have failed to pay outstanding taxes or professional licenses from individuals who have failed to file tax returns would likely promote tax compliance. However, whether the sanction of deportation for tax offenses involving fraud or deceit will have positive compliance effects is far less certain. Finally, I suggest how taxing authorities should publicize these sanctions to foster voluntary compliance.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"33 2 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128728687","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":"Kickstarter My Heart: Extraordinary Popular Delusions and the Madness of Crowdfunding Constraints and Bitcoin Bubbles","authors":"David Groshoff","doi":"10.2139/ssrn.2313396","DOIUrl":"https://doi.org/10.2139/ssrn.2313396","url":null,"abstract":"This manuscript builds on my existing research program that (a) broadly seeks to analyze laws, regulations, instruments, and policy levers that inhibit a market’s ability to recognize an asset’s intrinsic value, whether in terms of financial, social, or human capital, and (b) explores and advances interdisciplinary corporate governance theories by employing a heterodox economic analytic to derive its proposal to the paradox of an unregulated virtual currency market (Bitcoins) and an overly regulated crowdfunding market (Kickstarter). The manuscript functions not only as an homage to Charles MacKay’s legendary 1841 book, Extraordinary Popular Delusions and the Madness of Crowds, which described the human, social, and economic psychology of financial bubbles — particularly the Dutch tulip bulb bubble — but also as an offering of problems and proposals that crowdfunded and Kickstarted entrepreneurial businesses, including those funded by Bitcoin currencies, present for a wide swath of societal stakeholders. To describe the problem, this manuscript (i) describes behavioral finance, (ii) details the new entrepreneurial business possibilities that virtual currencies and crowdfunded entities can explore, (iii) describes how current rules and regulations represent unnecessary constraints to traditional equity-based funding models and concerning governance models of entrepreneurial enterprises, and (iv) questions why one form of capital deployment (currencies) may provide equity-like returns and unique governance, while the other form of investing (crowdfunding), provides only soft-dollar-like returns and no governance for middle-class investors. While both virtual currencies and crowdfunding represent risks, including economic bubble risk, this Article believes that a heterodox economic analysis demonstrates unnecessary constraints on entrepreneurial businesses imposed by extant regulation, regulators, and law and policymakers. To assuage these paradoxic problems for emerging business enterprises, this Article proposes a minarchist heterodox solution of modest statutory language that requires market-based solutions that employ needed risk reduction strategies while redeploying necessary capital to private startup business enterprises. This proposal thus benefits the middle class entrepreneurs, suppliers of capital, and job seekers harmed by the current regulatory regime, while permitting for an expansion of the U.S. and global economies.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"37 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-03-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"129057083","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":"Do Credit Ratings Concerns Lead to Better Corporate Governance? Evidence from Korea","authors":"Frederick Bereskin, Bushik Kim, Frederick Dongchuhl Oh","doi":"10.2139/ssrn.2286697","DOIUrl":"https://doi.org/10.2139/ssrn.2286697","url":null,"abstract":"We study the 1997 Asian financial crisis to show that credit rating concerns affect firms' corporate governance. We treat the crisis as an exogenous shock that led to improvements in the informativeness of Korea's credit rating system, and we determine that credit rating concerns affect corporate governance following the crisis but not before the crisis. Moreover, this effect is concentrated in firms that are in chaebol business groups, consistent with their increased dependence on external financing. Finally, we find that firms that were particularly affected by the reforms demonstrate an increased reliance on debt that is dependent on credit ratings, consistent with our hypothesized effects of this exogenous shock. Our paper presents a novel approach to evaluating whether managers would improve their firms' corporate governance in response to their credit rating concerns, and it highlights the wide-ranging effects of reforms that are implemented due to financial crises.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"38 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2014-01-05","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"116876652","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 Uneasy Case for the Priority of Secured Credit: A Minskian Sequel","authors":"Tomáš Richter","doi":"10.2139/ssrn.2390013","DOIUrl":"https://doi.org/10.2139/ssrn.2390013","url":null,"abstract":"The last 30-or-so years have witnessed several rounds of debate on the desirability (in terms of efficiency or otherwise) of secured credit and the priority that usually goes with it in the debtor’s bankruptcy. Much to the disappointment of those seeking policy lessons from the debate, its outcomes were inconclusive at best. At worst, to the extent that they convincingly suggested that secured credit might be causing inefficiencies at least in some circumstances (mostly where security is granted under circumstances that prevent other creditors from adjusting the terms of their lending) they were widely inconsistent with the across-the-board practical consensus that security (and the priority it affords to the secured lender) is a key factor in the development of credit markets. In addition to being inconclusive, the debate has thus far been conducted exclusively in microeconomic terms. However, recent contributions to our understanding of the role that credit plays in the economy, based on the ideas of the late economist Hyman Minsky, suggest that the micro view, while certainly enlightening, might not be the only, or indeed the most important vantage point from which legal theory could and should inform its views of secured credit and its social benefits and costs. The purpose of this article is to make some initial sketches of this possible research program and posit some arguments why secured credit, and in particular certain of its forms, might exacerbate the harmful role that (certain types of) credit seem to play in the economy. Using examples from the harmonized law of the EU, the article suggests that, disturbingly, European law has thus far mainly lent support to socially harmful forms of secured credit.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"17 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-10-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127158114","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":"Compensation as a Tort Norm","authors":"Mark A. Geistfeld","doi":"10.1093/acprof:oso/9780198701385.003.0004","DOIUrl":"https://doi.org/10.1093/acprof:oso/9780198701385.003.0004","url":null,"abstract":"The possibility that tort law can be justified by an abstract norm of compensation has been summarily dismissed by tort scholars. A compensatory norm would seem to justify the award of compensatory damages in all cases of harm, a form of liability that is obviously at odds with the default rule of negligence liability. A rigorous specification of a compensatory tort right shows otherwise. The correlative compensatory duty can be justified by the principle of liberal egalitarianism for reasons illustrated by the conception of equality articulated by Ronald Dworkin. The compensatory dutyholder is not obligated to pay compensatory damages in all cases of harm, because the exercise of reasonable care distributes risk in a manner that satisfies the compensatory tort right. In addition to justifying the default rule of negligence liability, compensation is a defensible norm of corrective justice that can persuasively explain the other important doctrines of tort law, despite the limited availability of the compensatory damages remedy.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"21 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-09-27","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"125810094","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":"Chapter 2 Principles of Microeconomics Part-1","authors":"Kalpana Tyagi","doi":"10.2139/ssrn.2330254","DOIUrl":"https://doi.org/10.2139/ssrn.2330254","url":null,"abstract":"Principles of micro-economics and their application in economic analysis of law. Kindly view the other chapters, also uploaded on SSRN for a detailed disccussion on economic analysis of law.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"26 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-09-24","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"131617714","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":"Amicus Brief: Profits Should Be Evidence of a Patent's Commercial Success","authors":"Andrew Blair-Stanek","doi":"10.2139/ssrn.2458154","DOIUrl":"https://doi.org/10.2139/ssrn.2458154","url":null,"abstract":"The Court should allow profits to be admissible evidence of an invention’s commercial success. The prospect of profits motivates firms to innovate. Looking at only sales and market share data to determine commercial success often provides courts with an incomplete picture, because sales and market share are merely means to businesses’ true goal: increased profits. Many inventions yield higher profits, without increasing sales or market share. Examples include inventions that lower a business’s fixed costs of production, and inventions that allow a business to charge a premium price to a smaller share of the market. Allowing admission of profits data to show commercial success would increase the accuracy of the commercial success analysis and would require only a minor clarification of this Court’s precedent.","PeriodicalId":162065,"journal":{"name":"LSN: Law & Economics: Private Law (Topic)","volume":"2 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2013-09-23","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128517361","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}