Law and Economics

My thanks to Michael Abramowicz, Brad Clark, John Duffy, Howell Jackson, Geoffrey Miller, Richard Nagareda, Robert Rhee, Bill Rubenstein, Anthony Sebok, Mark Spindel, and participants in faculty workshops at Harvard Law School, Georgetown University Law Center, and George Washington University Law School.

Thanks to Robert Bartlett, Alicia Davis-Evans, Todd Henderson, Kim Hogrief, Arthur Levitt, Patrick McGurn, Nell Minow, Maureen Mulligan, Adam Pritchard, Robert Reville, two anonymous referees, and conference participants at The University of Chicago Law School, University of Michigan, and the American Bar Association Tort Trial & Insurance Practice Section for helpful comments and discussions, and to the RAND Corporation Institution for Civil Justice for generous support. Many thanks as well to the Corporate Library for granting me access to their data. All errors are mine.

I am grateful to Laura Adams, Todd Henderson, and Shaun Martin for their comments.

The authors would like to thank Harry DeAngelo, Todd Henderson, James Spindler, Robert Thompson, Charles Whitehead, the Harvard Law School Faculty Workshop, the University of Pennsylvania Law School Business Law Scholarship Workshop, and the participants of The University of Chicago Symposium, The Going-private Phenomenon: Causes and Implications, for their helpful comments.

Many thanks to Curtis Bridgeman, Fred Gedicks, Steve Gey, Mike Zimmer, participants at the 2008 Midwest Law and Economics Association annual meeting, and participants in the Second Annual Labor and Employment Law Colloquium for comments.

This Article greatly benefited from comments and criticisms by Jonathan Barnett, Omri Ben-Shahar, Philip Blumberg, Lloyd Cohen, Bob Ellickson, Assaf Hamdani, Henry Hansmann, Christine Jolls, Sonia Katyal, Greg Keating, Dan Kelly, Dan Klerman, Yair Listokin, Tom Merrill, Gideon Parchomovsky, J.J. Prescott, Bob Rasmussen, Roberta Romano, Carol Rose, Alan Schwartz, Peter Siegelman, Henry Smith, Chris Stone, Bill Treanor, Mark Weinstein, and Ben Zipursky; and participants in the Law, Economics, and Organization Workshop at Yale University and the law and economics seminars and workshops at University of Michigan Law School, University of Southern California Gould School of Law, the Bar Ilan University Faculty of Law, and the Tel Aviv University Faculty of Law; and participants in faculty seminars at Fordham University Law School, Brooklyn Law School, University of Connecticut Law School, University of San Diego Law School, Washington University School of Law, University of Illinois Law School and George Mason University Law School. For the central ideas, I am indebted to Fred Schauer and Steven Shavell, without whom this Article would not have been possible. I am also grateful for the financial support of the John M. Olin Center for Law, Economics, and Business at Harvard Law School. All errors, of course, are mine.

Michael Hanemann provided helpful comments on a previous draft.

Very useful comments were provided by Ken Bamberger, Eric Biber, Tino Cuéllar, Dan Farber, Jesse Shapiro, Matthew Stephenson, Adrian Vermeule, and John Yoo. Financial support has been provided by the Hellman Family Faculty Fund, the Boalt Hall Fund, UC Berkeley’s Committee on Research, and the Jerome Kutak Fund at The University of Chicago Law School. Thanks to Tess Hand-Bender, Roman Giverts, Monica Groat, Edna Lewis, Harry Moren, Stacey Nathan, and John Yow for research assistance. An earlier version of this Article was presented at the 2008 annual meeting of the American Law and Economics Association and in the UC Berkeley’s Center for the Study of Law and Society’s Speaker Series.

We thank Stephanos Bibas, Frederic Bloom, Josh Bowers, Sharon Dolovitch, Brandon Garrett, Bernard Harcourt, Dan Kahan, Adam Kolber, Brian Leiter, Richard McAdams, Eric Posner, Adam Samaha, Stephanie Stern, Lior Strahilevitz, David Strauss, and Jeannie Suk for helpful comments, and Kathleen Rubenstein for excellent research assistance.