Business Organizations

Portions of this Article draw on the authors’ testimony to Congress and amicus briefs in MetLife, Inc v FSOC. For helpful comments and suggestions, we thank Hilary Allen, Chris Brummer, Peter Conti-Brown, Jeff Gordon, Claire Hill, Bob Hockett, Brett McDonald, Saule Omarova, Richard Painter, Christina Skinner, and Margaret Tahyar, and the audiences at presentations at Cambridge, Oxford, Columbia Business School, the University of Connecticut, the University of Minnesota, Georgetown Law Center, Wharton, and the Indira Gandhi Institute for Development Research. Thanks to Jayme Wiebold for research assistance.

We are grateful for comments we received at the 2016 Annual Meeting of the American Law and Economics Association, the Eleventh Annual Conference on Empirical Legal Studies, and at presentations at Florida State University College of Law, Fordham Law School, Notre Dame Law School, St. John’s University School of Law, UCLA School of Law, USC Gould School of Law, and Young Conaway Stargatt & Taylor, LLP. Thanks also to Jennifer Arlen, Alon Brav, Jack Coffee, Elisabeth de Fontenay, Chris Foulds, Joe Grundfest, Victoria Ivashina, J. Travis Laster, Katie McCormick, Darius Palia, Frank Partnoy, Richard Squire, Leo Strine, and Eric Talley for comments and conversations on earlier drafts. The viewpoints and any errors herein are the authors’ alone.

We benefited from helpful comments from David Abrams, Cindy Alexander, Miriam Baer, Rachel Barkow, Jayne Barnard, Michal Barzuza, Lisa Bernstein, Samuel Buell, Oscar Couwenberg, Brandon Garrett, William Hubbard, Edward Iacobucci, Louis Kaplow,Michael Klausner, Brett McDonnell, Mark Ramseyer, Eva Schliephake, Steven Shavell, Matthew Spitzer, Abraham Wickelgren, Josephine van Zeben, and participants at the annual meetings of the Business Associations Section of the Association of American Law Schools, the American Law and Economics Association, the European Law and Economics Association, and the Society for Institutional and Organizational Economics, as well as participants at workshops at Brooklyn Law School; UCLA School of Law; Columbia Law School; ETH Zurich; Harvard Law School; NYU School of Law; University of Pennsylvania Law School; University of Pompeu Fabra; Queen’s Law School, Ontario, Canada; Stanford Law School; University of Texas Law School; University of Toronto Faculty of Law; University of Virginia School of Law; and Western Law School, Ontario, Canada. We also would like to thank Brandon Garrett and Vic Khanna for sharing their data on PDAs, which we compared to our own hand-collected dataset. We also thank Brandon Arnold, Rachel Lu Chen, Elias Debbas, Josh Levy, Reagan Lynch, Matt Mutino, Alice Phillips, Jared Roscoe, KyungEun Kimberly Won, and Donna Xu for excellent research assistance, with special thanks to Tristan Favro, Katya Roze, and Cristina Vasile. Jennifer Arlen is grateful for the financial support of the New York University School of Law. Marcel Kahan’s research was supported by the Milton and Miriam Handler Foundation.