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Bainbridge's Corporations: Law and Economic Analysis (University Textbook Series) (University Casebook Series)
 
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Bainbridge's Corporations: Law and Economic Analysis (University Textbook Series) (University Casebook Series) [Paperback]

Stephen M. Bainbridge (Author)
4.0 out of 5 stars  See all reviews (3 customer reviews)


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Paperback, June 2002 --  

Book Description

1587781409 978-1587781407 June 2002
Law students taking the basic course in corporations or business associations are the target audience for this text, although the author hopes the analysis will also prove useful to lawyers and judges seeking a fresh perspective on corporate law problems. For many law students, the prospect of studying corporate law is a daunting one. They may lack training in economics, business and accounting. This publication helps to bring aspects of those subjects into an introductory course book on corporations law.


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About the Author

Professor of Law, University of California, Los Angeles School of Law

Product Details

  • Paperback: 884 pages
  • Publisher: Foundation Pr (June 2002)
  • Language: English
  • ISBN-10: 1587781409
  • ISBN-13: 978-1587781407
  • Product Dimensions: 9.8 x 7.3 x 1.2 inches
  • Shipping Weight: 3.5 pounds
  • Average Customer Review: 4.0 out of 5 stars  See all reviews (3 customer reviews)
  • Amazon Best Sellers Rank: #1,444,964 in Books (See Top 100 in Books)

More About the Author

Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA, where he currently teaches Business Associations, Advanced Corporation Law and a seminar on corporate governance. In past years, he has also taught Corporate Finance, Securities Regulation, Mergers and Acquisitions, and Unincorporated Business Associations. Professor Bainbridge previously taught at the University of Illinois Law School (1988-1996). He has also taught at Harvard Law School as the Joseph Flom Visiting Professor of Law and Business (2000-2001), La Trobe University in Melbourne (2005 and 2007) and at Aoyama Gakuin University in Tokyo (1999).

In 2008, Bainbridge received the UCLA School of Law's Rutter Award for Excellence in Teaching. In 1990, the graduating class of the University of Illinois College of Law voted him "Professor of the Year."

Professor Bainbridge is a prolific scholar, whose work covers a variety of subjects, but with a strong emphasis on the law and economics of public corporations. He has written over 75 law review articles, which have appeared in such leading journals as the Harvard Law Review, the Virginia Law Review, the Northwestern University Law Review, the Cornell Law Review, the Stanford Law Review and the Vanderbilt Law Review. Bainbridge's most recent books include: The New Corporate Governance in Theory and Practice (2008); Securities Law-Insider Trading (2nd ed. 2007); Business Associations: Cases and Materials on Agency, Partnerships, and Corporations (6th ed. 2006) (with Klein and Ramseyer); Agency, Partnerships, and Limited Liability Entities: Cases and Materials on Unincorporated Business Associations (2nd ed. 2007) (with Klein and Ramseyer); Agency, Partnerships & LLCs (2004); Corporation Law and Economics (2002).

In 2008 and 2011, Professor Bainbridge was named by Directorship magazine to its list of the 100 most influential people in the field of corporate governance.

 

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7 of 10 people found the following review helpful:
2.0 out of 5 stars Law Students Beware: Axes Being Ground, November 29, 2006
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Students should think twice before investing in this pre-Enron corporate law hornbook. The author, Stephen Bainbridge, does a decent job when he sticks to legal exposition. Unfortunately, for every page of exposition, there is at least one page of special pleading and strained attempts to "retheorize" corporate law. These sections are heavy with jargon from organization theory and behavioral economics; Bainbridge loves terms like "bounded rationality" and "null hypothesis." Even worse, he is incredibly parochial: he tries to map the deep economic foundations of corporate law yet doesn't even consider the experience of countries like Germany or Japan, whose corporate systems are very different from our own. It's a huge gap in a book that pretends to grand theory.

Bainbridge's particular hobby-horse is the notion that corporations are a "nexus of contracts" centered on directors, rather than legal entities owned by shareholders. He presents little or no evidence of judicial (as opposed to academic) support for this approach; in any event, he abandons the theory whenever it leads to results that clash with his general aversion to management accountability, director liability, and judicial review of corporate decisions. His argument that shareholder wealth maximization is consistent with the "nexus of contracts" approach is surely the most tortured section of the book. His statement that shareholders lack political power in the United States may be the silliest sentence ever written by a law professor (which is saying a lot).

The book is cheaper than many hornbooks but students should know what they're getting. Bainbridge worked at the Heritage Foundation and his conservative ideology appears on almost every page. He loves to invoke the authority of economics and cost/benefit analysis to support his conclusions, but, like many law-and-economics disciples, he doesn't actually do any economic or cost/benefit analysis himself, perhaps because he lacks the social science background needed for empirical work. (His undergraduate degree was in chemistry.)

Bottomline: In spite of Bainbridge's occasional flashes of wit (or, rather, sarcasm), I'd recommend his hornbook only for the already-converted. Law students planning to practice (as opposed to teach) corporate law should look elsewhere. There are also a lot of typos and grammatical mistakes.
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6 of 9 people found the following review helpful:
5.0 out of 5 stars A clear explanation to get you through that big bar class, June 17, 2005
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This review is from: Bainbridge's Corporations: Law and Economic Analysis (University Textbook Series) (University Casebook Series) (Paperback)
As someone with no background at all in economics or business pre-law school, this saved me when I took Business Associations. There's always a whiff of political overtones whenever you deal with law and economics (i.e., I had Bainbridge and the section on shareholder voting was called "problems of control" on the syllabus rather than the neutral "shareholder voting" or something hippie-lefty like "making your voice heard"), but it's at the barest non-intrusive minimum here--you almost have to look for it. This is pretty much the perfect, crystal clear, no-nonsense guide to intro corporations law. It's easy to read (at least for a 2 or 3L) and thorough.
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5.0 out of 5 stars Great Resource!, November 5, 2011
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I understand corporations because of this book! It really is a great resource. It gives a good overview of corporate law without being too general or too specific. A must!
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