Managerial-finance

Don't buy this book unless you like fiction. And bad fiction at that. This book contains absolutely no analysis (like all of this author's writings).

Easterbrook and Fischel collected a series of law review articles into the classic text on the contractarian theory of corporate law. During the 1980s, E&F were two of the corporate law academy's enfants terribles. Their articles were provocative, yet insightful. They raised a lot of hackles, yet did ground-breaking work. Both E&F have gone on to bigger and better things. Easterbrook is now a judge on the US 7th Circuit. Fischel is dean of the UChicago law school. "The Economic Structure ..." stands as their legacy for corporate law.

Like other contractarians, E&F model the firm not as an entity, but as an aggregate of various inputs acting together to produce goods or services. Employees provide labor. Creditors provide debt capital. Shareholders initially provide equity capital and subsequently bear the risk of losses and monitor the performance of management. Management monitors the performance of employees and coordinates the activities of all the firm's inputs. The firm is simply a legal fiction representing the complex set of contractual relationships between these inputs. In other words, the firm is not a thing, but rather a nexus or web of explicit and implicit contracts establishing rights and obligations among the various inputs making up the firm.

The nexus of contracts model has important implications for a range of corporate law topics, the most obvious of which is the debate over the proper role of mandatory legal rules. As a positive matter, contractarians contend that corporate law in fact is generally comprised of default rules, from which the parties to the set of contracts making up the corporation are free to depart, rather than mandatory rules. As a normative matter, contractarians argue that this is just as it should be. E&F devote the bulk of this text to tweaking out these implications across an array of important topics, such as limited liability and insider trading.

Their analysis is not flawless. As but a single example, E&F consistently opt for the so-called majoritarian default. Their basic thesis is that by providing the rule to which the parties would agree if they could bargain, society facilitates private ordering. Majoritarian defaults are not always desirable, however, even if a potentially dominant one can be identified. Sometimes penalty defaults are preferable. Penalty defaults are designed to impose a penalty on at least one of the parties if they fail to bargain out of the default rule, thereby giving at least the party subject to the penalty an incentive to negotiate a contractual alternative to the penalty default. They force the parties to choose affirmatively the contract provision they prefer. Penalty defaults are appropriate where it is costly for courts to determine what the parties would have wanted. In such cases, it may be more efficient for the parties to negotiate a term ex ante than for courts to determine ex post what the parties would have wanted.

Having said that, however, this remains one of the most significant monographs on corporate law. I highly recommend it for an corporate lawyer's bookshelf.

The classic exposition of law and economics in the corporate field. This book consolidates and expands upon several law review articles written in the early 1980s that have reshaped how corporate and securities law and policy have developed. If you want heavier economic analysis, this book is lacking, but if you want *structure* and *framework* then this book is ideal.

All the information you need and the appropiate readings are here in this book, which can be very usefull for the study of the economics of a firm and many other topics in business economics. Worth a look!

When practitioners, who have actually rolled up their sleeves and implemented, write a book, it is usually a good read. In Eleanor Bloxham's case, this is a great read.

There is so much confusion about what operational and strategic levers an organization should push or pull to create rather than destroy shareholder wealth. Most articles slip into gross platitudes and sloganeering and sidestep the "how to." Bloxham's book dives in but explains adnmittedly complex interelationships in a way you can understand them. She does a fine job integrating the component tools, like the balanced scorecard and activity based costing, into economic value management.

Some day boards of directors may find this to be the standard book for assisting their shareholders make, not lose, money.

Corporate senior executives are subjected to pressure for performance from many constituents - shareholders, customers, employees, governmental and regulatory authorities, rating agencies, board members, and securities analysts. And, since these are by definition high achieving individuals, some of the greatest pressure is from within. The existence of many constituents, many with conflicting objectives, often makes it very difficult for CEO's, CFO's and board members to focus on key performance goals and metrics. Over the course of my 34 year career as a corporate banker, I've seen many confused executives, pressured for EPS growth, revenue growth, ROE, but not necessarily understanding the long run impact of any or all of these performance metrics.

Ms. Bloxham has produced a superb book that takes a "holistic" view of the process of identifying performance criteria for senior executives, and not just for those in the private sector. She and I share common views about the benefits of economic value added metrics, but she has gone well beyond this to address many of the conflicts for performance faced by executives. She provides an excellent framework for establishing a set of logical goals and performance metrics for managing complex businesses and non-profit organizations.

A friend of mine recommended this book to be, but when I first saw the title of the book I wasn't sure what it was going to
be about. It seemed a bit intimidating. However, the book is very easy to read, has incredible insights and having read it, I now can certainly understand why the book was named a late addition candidate to "ONE OF THE BEST BOOKS of 2002" and a CEO "RECOMMENDED READ" by CEO refresher, an independent editorial board recognized by the Harvard Business School and
the Wall Street Journal. I think it is one of the best books on business I've ever read.

I'm on my second reading of this book and as I go through it I'm revising my business unit's plans for the coming fiscal year. As Bloxham points out, change is a difficult process, but worth it, so I'm sure I'll be referring to this book for years to come.