After thirty years, the debate over antitrust's ideology has quieted. Most now agree that the protection of consumer welfare should be the only goal of antitrust laws. Execution, however, is another matter. The rules of antitrust remain unfocused, insufficiently precise, and excessively complex. The problem of poorly designed rules is severe, because in the short run rules weigh much more heavily than principles. At bottom, antitrust is a defensible enterprise only if it can make the microeconomy work better, after accounting for the considerable costs of operating the system.
The Antitrust Enterprise is the first authoritative and compact exposition of antitrust law since Robert Bork's classic The Antitrust Paradox was published more than thirty years ago. It confronts not only the problems of poorly designed, overly complex, and inconsistent antitrust rules but also the current disarray of antitrust's rule of reason, offering a coherent and workable set of solutions. The result is an antitrust policy that is faithful to the consumer welfare principle but that is also more readily manageable by the federal courts and other antitrust tribunals.
After revealing why corporate capitalism fuels an ever-increasing marketing race, Dawson provides a step-by-step account of how this behemoth works and expands. Using firsthand evidence, he explains in detail how big business marketing campaigns penetrate and profoundly affect the lives of ordinary Americans.
Dawson argues that if people are to escape the costly consumer trap set by the overclass, they will need to renew class struggle from below, inventing new institutions for democratically governing and implementing major economic decisions. A blueprint for reinventing the study and debate of the sociocultural effects of corporate marketing practices, The Consumer Trap makes big business marketing a target of direct historical and sociological scrutiny.
Drawing on real-life cases from a wide range of industries, two acclaimed experts offer a sophisticated but accessible guide to business deals, designed to maximize value for your side.
Business transactions take widely varying forms—from multibillion-dollar corporate mergers to patent licenses to the signing of an all-star quarterback. Yet every deal shares the same goal, or at least should: to maximize the joint value created and to distribute that value among the parties. Building on decades of experience teaching and advising on business deals, Michael Klausner and Guhan Subramanian show how to accomplish this goal through rigorous attention to designing incentives, conveying information, and specifying parties’ rights and obligations.
Deals captures the range of real-life transactional complexities with case studies covering Microsoft’s acquisition of LinkedIn, Scarlett Johansson’s contract dispute with Disney over the release of Black Widow, litigation surrounding LVMH’s pandemic-disrupted acquisition of Tiffany, the feud between George Norcross and Lewis Katz over ownership of the Philadelphia Inquirer, NBC/Viacom’s negotiation with Paramount over the final three seasons of Frasier, and many more. In clear, concise terms, Klausner and Subramanian establish the basic framework of negotiation and the economic concepts that must be addressed in order to maximize value. They show how to tackle challenges, such as information asymmetry between buyer and seller, moral hazard, and opportunistic behavior. And the authors lay out responses to common risks associated with long-term contracts, emphasizing that a deal’s exit rights should be carefully considered at the start of transaction design.
Unique in its practical application of economic theory to actual dealmaking, this book will be an indispensable resource for students and for professionals across the business and legal world.
High-profile case studies provide compliance professionals with a deep, holistic understanding of modern-day money laundering to better detect and deter it
Money laundering is a serious crime that presents a heightened, yet underrated, global threat. Although often thought of as a victimless crime, money laundering significantly impacts the global financial system, which leads to further crime, corruption, human exploitation, and environmental degradation and causes tremendous human suffering, especially in the most impoverished populations. Recent advances in technology, communications, and globalization mean there are more illicit funds in circulation today than ever before. In order to catch these criminals and expose their underground networks, compliance professionals must learn to navigate an increasingly complex web of criminal activity.
In The Flow of Illicit Funds, Ola M. Tucker goes beyond the implementation of anti–money laundering compliance programs offered by most guides and provides professionals with a holistic understanding of the modern money laundering system. Using recent case studies, Tucker explains some of the most common money laundering techniques used by criminals today, describes the key role of the financial system in the disguise and transfer of illicit funds, and offers valuable insight into how financial institutions can protect themselves from being used as conduits for the movement of dirty money. The book concludes by offering suggestions to help compliance professionals better detect and deter money laundering.
Through this unique perspective, compliance professionals and students will gain a broader overall understanding of the process of money laundering and the techniques criminals commonly use, including valuable insight into how criminals find legal loopholes and manipulate the financial system.
In 1998, the United States Department of Justice and state antitrust agencies charged that Microsoft was monopolizing the market for personal computer operating systems. More than ten years later, the case is still the defining antitrust litigation of our era. William H. Page and John E. Lopatka’s The Microsoft Case contributes to the debate over the future of antitrust policy by examining the implications of the litigation from the perspective of consumer welfare.
The authors trace the development of the case from its conceptual origins through the trial and the key decisions on both liability and remedies. They argue that, at critical points, the legal system failed consumers by overrating government’s ability to influence outcomes in a dynamic market. This ambitious book is essential reading for business, law, and economics scholars as well as anyone else interested in the ways that technology, economics, and antitrust law have interacted in the digital age.
“This book will become the gold standard for analysis of the monopolization cases against Microsoft. . . . No serious student of law or economic policy should go without reading it.”—Thomas C. Arthur, Emory University
The company is under-performing, its share price is trailing, and the CEO gets...a multi-million-dollar raise. This story is familiar, for good reason: as this book clearly demonstrates, structural flaws in corporate governance have produced widespread distortions in executive pay. Pay without Performance presents a disconcerting portrait of managers' influence over their own pay--and of a governance system that must fundamentally change if firms are to be managed in the interest of shareholders.
Lucian Bebchuk and Jesse Fried demonstrate that corporate boards have persistently failed to negotiate at arm's length with the executives they are meant to oversee. They give a richly detailed account of how pay practices--from option plans to retirement benefits--have decoupled compensation from performance and have camouflaged both the amount and performance-insensitivity of pay. Executives' unwonted influence over their compensation has hurt shareholders by increasing pay levels and, even more importantly, by leading to practices that dilute and distort managers' incentives.
This book identifies basic problems with our current reliance on boards as guardians of shareholder interests. And the solution, the authors argue, is not merely to make these boards more independent of executives as recent reforms attempt to do. Rather, boards should also be made more dependent on shareholders by eliminating the arrangements that entrench directors and insulate them from their shareholders. A powerful critique of executive compensation and corporate governance, Pay without Performance points the way to restoring corporate integrity and improving corporate performance.
Every legal system must decide how to distinguish between agreements that are enforceable and those that are not. Formal bargains in the marketplace and casual promises in a social setting mark the two extremes, but many hard cases lie between. When gaps are left in a contract, how should courts fill them? What does it mean to say that an agreement is legally enforceable? If someone breaks a legally enforceable contract, what consequences follow?
For 150 years, legal scholars have debated whether a set of coherent principles provide answers to such basic questions. Oliver Wendell Holmes put forward the affirmative case, arguing that bargained-for consideration, expectation damages, and a handful of related ideas captured the essence of contract law. The work of the next several generations, culminating in Grant Gilmore’s The Death of Contract in 1974, took a contrary view. The coherence Holmes had tried to bring to the field was illusory. It was more sensible to see contracts as merely a species of civil obligation and resist the temptation to impose rigid and artificial rules.
In Reconstructing Contracts, Douglas Baird takes stock of the current state of contract doctrine and in the process reinvigorates the classic framework of Anglo-American contract law. He shows that Holmes’s principles are fundamentally sound. Even if they lack that talismanic quality formerly ascribed to them, properly understood they continue to provide the best guide to contracts for a new generation of students, practitioners, and judges.
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