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Corporation and Contract

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  • Henry Hansmann

Abstract

Publicly traded corporations rarely use the nearly absolute freedom afforded them to draft charters that deviate from the default terms of state corporation law. Conventional explanations for this phenomenon are unconvincing. A more promising explanation lies in the lack of any feasible amendment mechanism that will assure efficient adaptation of charter terms as changing circumstances dictate during the long expected lifetime of a public corporation. In effect, by adopting state law default terms, corporations delegate to the state the process of amending charter provisions over time. Copyright 2006, Oxford University Press.

Suggested Citation

  • Henry Hansmann, 2006. "Corporation and Contract," American Law and Economics Review, American Law and Economics Association, vol. 8(1), pages 1-19.
    • Handle: RePEc:oup:amlawe:v:8:y:2006:i:1:p:1-19
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    File URL: http://hdl.handle.net/10.1093/aler/ahj007
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    Cited by:

    1. Klaus Heine, 2013. "Inside the black box: incentive regulation and incentive channeling on energy markets," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 17(1), pages 157-186, February.
    2. Hermann Hoffmann, 2014. "Transnational Access to Court for Commercial Claims: The Shortcomings of International Commercial Arbitration and Litigation," ZenTra Working Papers in Transnational Studies 37 / 2014, ZenTra - Center for Transnational Studies, revised Oct 2014.
    3. Jens Dammann & Matthias Schündeln, 2012. "Where Are Limited Liability Companies Formed? An Empirical Analysis," Journal of Law and Economics, University of Chicago Press, vol. 55(4), pages 741-791.
    4. Lai, Tat-kei & Ng, Travis, 2017. "Does dividend tax impede competition for corporate charters?," Journal of Comparative Economics, Elsevier, vol. 45(4), pages 751-772.
    5. Almlöf, Hanna & Bjuggren, Per-Olof, 2017. "What matters in Design of Corporate Law," Ratio Working Papers 299, The Ratio Institute.
    6. Silvia Blasi & Silvia Rita Sedita, 2019. "Mapping the emergence of a new research field: an exploration of the intellectual structure of the B Corp research," "Marco Fanno" Working Papers 0236, Dipartimento di Scienze Economiche "Marco Fanno".
    7. Hanna Almlöf & Per-Olof Bjuggren, 2019. "A regulation and transaction cost perspective on the design of corporate law," European Journal of Law and Economics, Springer, vol. 47(3), pages 407-433, June.

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