The Center for Contract and Economic Organization was created in 2006 to exploit the synergies between the University's leading scholars in contract theory and the economics of information and the faculty at the Law School, who are among the nation's most prominent legal scholars in the law and economics of contracts, commercial transactions, and business organizations.

The singular focus that links these various scholars is the study of the mechanisms of contracting both inside and outside the firm: Why do economic actors write the contracts that they do? How are these choices affected by variations in economic organization? And, how can (and do) lawyers (and the law) facilitate efforts to develop more efficient mechanisms for contract and transactional design? While several other universities have centers that focus more specifically on corporate structure and governance, the Center for Contract and Economic Organization is both unique and uniquely placed to make major contributions to existing knowledge.

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Articles

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Abusive Debt Collection – A Model Statute for Virginia, Robert E. Scott and Diane M. Strickland

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Admin, Elizabeth F. Emens

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A Fresh Look at State Asset Protection Trust Statutes, Ronald J. Mann

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After Frustration: Three Cheers for Chandler v. Webster, Victor P. Goldberg

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A Model Company Act and a Model Company Court, Ronald J. Gilson

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An Economic Analysis of the Guaranty Contract, Avery W. Katz

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An Empirical Investigation of Liquidation Choices of Failed High Tech Firms, Ronald J. Mann

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Anticipating Litigation in Contract Design, Robert E. Scott and George G. Triantis

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A Precedent Built on Sand: Norcon v. Niagra Mohawk, Victor P. Goldberg

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A Reexamination of Glanzer v. Shepard: Surveyors on the Tort- Contract Boundary, Victor P. Goldberg

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A Relational Theory of Secured Financing, Robert E. Scott

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A Structural Approach to Corporations: The Case Against Defensive Tactics in Tender Offers, Ronald J. Gilson

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A Theory of Self-Enforcing Indefinite Agreements, Robert E. Scott

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Aversion to Risk Aversion in the New Institutional Economics, Victor P. Goldberg

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Bankruptcy and the Entitlements of the Government: Whose Money Is It Anyway?, Ronald J. Mann

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Bargaining in the Shadow of Eminent Domain: Valuing and Apportioning Condemnation Awards Between Landlord and Tenant, Victor P. Goldberg, Thomas W. Merrill, and Daniel Unumb

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Beyond the Shut-Eyed Sentry: Toward a Theoretical View of Corporate Misconduct and an Effective Legal Response, John C. Coffee Jr.

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Braiding: The Interaction of Formal and Informal Contracting in Theory, Practice, and Doctrine, Ronald J. Gilson, Charles F. Sabel, and Robert E. Scott

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Brave New World?: The Impact(s) of the Internet on Modern Securities Regulation, John C. Coffee Jr.

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Changing Name Changing: Framing Rules and the Future of Marital Names, Elizabeth F. Emens

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Class Wars: The Dilemma of the Mass Tort Class Action, John C. Coffee Jr.

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Cleaning Up Lake River, Victor P. Goldberg

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Coming of Age in a Corporate Law Firm: The Economics of Associate Career Patterns, Ronald J. Gilson and Robert H. Mnookin

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Commercializing Open Source Software: Do Property Rights Still Matter?, Ronald J. Mann

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Compensation for Victims of Violent Crimes: An Analysis, Robert E. Scott

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Competition Versus Consolidation: The Significance of Organizational Structure in Financial and Securities Regulation, John C. Coffee Jr.

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Conflict and Cooperation in Long-Term Contracts, Robert E. Scott

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Conflicts Consent and Allocation After Amchem Products – Or Why Attorneys Still Need Consent to Give Away Their Clients' Money, John C. Coffee Jr.

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Constitutional Regulation of Provisional Creditor Remedies: The Cost of Procedural Due Process, Robert E. Scott

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Constraints on Private Benefits of Control: Ex Ante Control Mechanisms Versus Ex Post Transaction Review, Ronald J. Gilson and Alan Schwartz

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Contesting Property Rights: Towards an Integrated Theory of Institutional and System Change, Katharina Pistor

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Contract and Innovation: The Limited Role of Generalist Courts in the Evolution of Novel Contractual Forms, Ronald J. Gilson, Charles F. Sabel, and Robert E. Scott

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Contract Design and the Shading Problem, Robert E. Scott

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Contract Design and the Structure of Contractual Intent, Jody S. Kraus and Robert E. Scott

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"Contracting" for Credit, Ronald J. Mann

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Contracting for Innovation: Vertical Disintegration and Interfirm Collaboration, Ronald J. Gilson, Charles F. Sabel, and Robert E. Scott

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Contract Interpretation Redux, Alan Schwartz and Robert E. Scott

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Contract Theory and the Limits of Contract Law, Alan Schwartz and Robert E. Scott

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Controlling Family Shareholders in Developing Countries: Anchoring Relational Exchange, Ronald J. Gilson

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Controlling Shareholders and Corporate Governance: Complicating the Comparative Taxonomy, Ronald J. Gilson

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Corporate Control and Idiosyncratic Vision, Zohar Goshen and Assaf Hamdani

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Corporate Governance Lessons from Russian Enterprise Fiascoes, Merritt B. Fox and Michael A. Heller

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Corruption of the Class Action: The New Technology of Collusion, John C. Coffee Jr.

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Credit Cards and Debit Cards in the United States and Japan, Ronald J. Mann

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Crime and Punishment in Taxation: Deceit, Deterrence, and the Self-Adjusting Penalty, Alex Raskolnikov

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Delaware's Intermediate Standard for Defensive Tactics: Is There Substance to Proportionality Review?, Ronald J. Gilson and Reinier Kraakman

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Desperately Seeking Consideration: The Unfortunate Impact of U.C.C. Section 2-306 on Contract Interpretation, Victor P. Goldberg

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Discretion in Long-Term Open Quantity Contracts: Reining in Good Faith, Victor P. Goldberg

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Disputing Through Agents: Cooperation and Conflict Between Lawyers in Litigation, Ronald J. Gilson and Robert H. Mnookin

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Does "Unlawful" Mean "Criminal"?: Reflections on the Disappearing Tort/Crime Distinction in American Law, John C. Coffee Jr.

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Do Patents Facilitate Financing in the Software Industry?, Ronald J. Mann

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Economic Crisis and the Integration of Law and Finance: The Impact of Volatility Spikes, Edward G. Fox, Merritt B. Fox, and Ronald J. Gilson

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Embedded Options in the Case Against Compensation in Contract Law, Robert E. Scott and George G. Triantis

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Hoffman v. Red Owl Stores and the Limits of the Legal Method, Robert E. Scott

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Enforcing Promises: An Examination of the Basis of Contract, Charles J. Goetz and Robert E. Scott

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Engineering a Venture Capital Market: Lessons from the American Experience, Ronald J. Gilson

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Evaluating Dual Class Common Stock: The Relevance of Substitutes, Ronald J. Gilson

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Excuse Doctrine: The Eisenberg Uncertainty Principle, Victor P. Goldberg

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Excuse Doctrine: The Eisenberg Uncertainty Principle, Victor P. Goldberg

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Explaining the Pattern of Secured Credit, Ronald J. Mann

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Federal Jurisdiction over Preemption Claims: A Post-Franchise Tax Board Analysis, Ronald J. Mann

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From Contract to Status: Collaboration and the Evolution of Novel Family Relationships, Elizabeth S. Scott and Robert E. Scott

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Hoffman v. Red Owl Stores and the Myth of Precontractural Reliance, Robert E. Scott

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How Investors Can (and Can't) Create Social Value, Paul Brest, Ronald J. Gilson, and Mark A. Wolfson

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In (Partial) Defense of Strict Liability in Contract, Robert E. Scott

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In Search of Best Efforts: Reinterpreting Bloor v. Falstaff, Victor P. Goldberg

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Institutional Change and the Quasi-Invisible Hand, Victor P. Goldberg

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Intimate Discrimination: The State's Role in the Accidents of Sex and Love, Elizabeth F. Emens

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Irredeemably Inefficient Acts: A Threat to Markets, Firms, and the Fisc, Alex Raskolnikov

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Is There a Future for Future Claimants After Amchem Products, Inc. v. Windsor?, Alex Raskolnikov

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Just Until Payday, Ronald J. Mann and Jim Hawkins

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Lipton and Rowe's Apologia for Delaware: A Short Reply, Ronald J. Gilson

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Liquidated Damages, Penalties and the Just Compensation Principle: Some Notes on an Enforcement Model and a Theory of Efficient Breach, Charles J. Goetz and Robert E. Scott

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Making the Punishment Fit the Corporation: The Problem of Finding an Optimal Corporation Criminal Sanction, John C. Coffee Jr.

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Market Damages, Efficient Contracting, and the Economic Waste Fallacy, Alan Schwartz and Robert E. Scott

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Market Efficiency after the Financial Crisis: It's Still a Matter of Information Costs, Ronald J. Gilson and Reinier Kraakman

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Market Failure and the Economic Case for a Mandatory Disclosure System, John C. Coffee Jr.

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Marriage as Relational Contract, Elizabeth S. Scott and Robert E. Scott

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Maximizing Autonomy in the Shadow of Great Powers: The Political Economy of Sovereign Wealth Funds, Kyle Hatton and Katharina Pistor

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Measuring Sellers' Damages: The Lost-Profits Puzzle, Charles J. Goetz and Robert E. Scott

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Monogamy's Law: Compulsory Monogamy and Polyamorous Existence, Elizabeth F. Emens

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No Exit?: Opting Out, The Contractual Theory of the Corporation, and the Special Case of Remedies, John C. Coffee Jr.

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Optimizing Consumer Credit Markets and Bankruptcy Policy, Ronald J. Mann

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Parents as Fiduciaries, Elizabeth S. Scott and Robert E. Scott

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Plea-Bargaining as a Social Contract, Robert E. Scott and William J. Stuntz

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Precontractual Liability and Preliminary Agreements, Alan Schwartz and Robert E. Scott

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Price Adjustment in Long-Term Contracts, Victor P. Goldberg

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Principles of Relational Contracts, Charles J. Goetz and Robert E. Scott

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Ratings Reform: The Good, the Bad, and the Ugly, John C. Coffee Jr.

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Rebuttal: The Individual or The Firm? Focusing The Threat of Criminal Liability, John C. Coffee Jr.

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Reflections in a Distant Mirror: Japanese Corporate Governance through American Eyes, Ronald J. Gilson

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Reflections on Fuller and Perdue's The Reliance Interest in Contract Damages: A Positive Economic Framework, Avery W. Katz

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Regulating Internet Payment Intermediaries, Ronald J. Mann

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Regulatory Dualism as a Development Strategy: Corporate Reform in Brazil, the United States, and the European Union, Ronald J. Gilson, Henry Hansmaan, and Mariana Pargendler

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Reinventing the Outside Director: An Agenda for Institutional Investors, Ronald J. Gilson and Reinier Kraakman

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Relational Tax Planning Under Risk-Based Rules, Alex Raskolnikov

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Remedies in the UCC: Some Critical Thoughts, Victor P. Goldberg

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Rethinking the Class Action: A Policy Primer on Reform, John C. Coffee Jr.

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Rethinking the "Law and Finance" Paradigm, Katharina Pistor

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Rethinking the Regulation of Coercive Creditor Remedies, Robert E. Scott