Economic Analysis of Corporate Law

The economic analysis of corporate law applies the concepts and tools of microeconomics to the study of the legal rules, regulations and practices that govern the formation and operation of business corporations, most notably as regards the rights and duties of directors, officers, shareholders, and creditors. The literature has focused mostly on publicly-traded corporations, but the analytical framework extends to the simpler cases of close corporations and limited liability companies and the more complex case of corporate groups. This article outlines the foundations of the economic analysis of corporate law, contrasts the classic approach with more recent functional scholarship, and briefly discusses the law and economics of three specific issues: limited liability, managerial liability, and takeovers.