My approach to legal thinking is to inquire about the incentives that rules create and to try and design rules and their interpretations keeping in mind the reactions they will trigger. In its essence, this is a an application of economic analysis of law. Contrary to the frequent deregulatory flavor of this field, my scholarship justifies many rules (e.g., rules against insider trading as in my article Insider Trading as a Transaction Cost) and governmental intervention (e.g., affirmative action in education as in Transitions in Affirmative Action). My articles have been cited by the courts, including the U.S. Supreme Court, by the Securities and Exchange Commission, and over 70 times in law reviews. You can get a description of economic analysis of law compared to other methodological approaches at the Lexis Bridge project.
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Principles and Methods of Law and Economics: Basic Tools for Enhancing Normative Thought (Cambridge University Press 2005). Go to its website for downloads. See it at Amazon (paperback $29.95; hardback $79.95). See it at Cambridge University Press, with contents and preface.
Blumberg on Corporate Groups 2d Ed (Aspen 2005, vols. 1-5) with Phillip Blumberg, Kurt Strasser, and Eric Gouvin.
THE ECONOMIC ANALYSIS OF BANKRUPTCY LAW: An Introduction to Economic Analysis of Law (in Greek, Ant. Sakkoulas-Kluwer Publ., 2000, with an introduction by Prof. E. Perakis of Athens U. Law School) After introducing economic analysis to readers with a civil law background, this book describes and analyzes the economic analysis of bankruptcy law. It shows that the dominant paradigm of maximizing aggregate returns takes second place next to the goal of re-mobilizing productive resources.
Richard A. Posner, Cardozo: A Study in Reputation, Annotated Translation (in Greek, 1997). A translation of Richard A. Posner, Cardozo: A Study in Reputation, annotated throughout with explanatory and critical footnotes explaining and engaging the text, and with an introduction (pp. i-xi).
Materials on Securities Regulation (self published for my Securities Regulation class, continuously updated)
Materials on Agency and Partnership Law (self published for my Business Associations class, continuously updated)
Materials on Bankruptcy Law (self published for my Debtor-Creditor Relations class, continuously updated)
A General Theory of Regulation of Secondary Securities Markets: An Economic Analysis of Securities Fraud, Insider Trading, and Corporate Disclosure (1991). Doctoral Dissertation. Combining developments in financial economic theory (market microstructure) with their counterparts in securities regulation to formulate recommendations. Presented at the Doctoral Student Colloquium, Harvard Law School.
Eurozone Bank Crisis & Federalism __ J. Fin. Persp. __ (2013). Offering as a solution to the Eurozone crisis an over-recapitalization of laggards' banks and discussing the federalism legal issues it raises. SSRN link, Inflation Comparison Spreadsheet.
The Ralston-Landreth-Gustafson Harmony: A Security! __ Cap. L. Rev. __ (201_). The regulation of private sales of securities that arises from Ralston Purina, Landreth, and Gustafson is superior to what the drafters of the ’33 Act could have anticipated. SSRN link, Data Appendix: Spreadsheet on Beta Calculation.
Pyres, Haircuts, and CACs: Lessons from Greco-Multilateralism for Creditors __ Conn. J. Int'l L. __. A description of the Greek restructuring, its cost, and lessons for an international insolvency regime. SSRN link.
An Insurance Structure to Invest in Preventive Health __ Mich. J.L. Reform __. Proposing that subsequent insurers have an obligation to compensate the prior insurer for the averted expenses on expected diseases that did not emerge. This gives insurers the full incentive to prevent chronic disease. SSRN link.
Synopsis of American Buyout Law, in Greek, Nikolaos G Rokas Festschrift, 2012).
Prologos (Introduction, in L.N. Georgakopoulos, Ermeneia N. 2190/1920 peri Anomymon Etaireion (Arthra 1-15b), B. Tountopoulos, ed., 2011). On the importance of the interpretation of the fiduciary obligation in view of international convergence of corporate governance.
Avoid Automatic Piercing: A Comment on Blumberg and Strasser, Accounting, Economics, and Law: Vol. 1: Iss. 1, Article 12 (2011). Arguing that the piercing of subsidiaries’ veils and enterprise liability aught not to be automatic as this would disrupt numerous financing arrangements, including venture capital, private equity and the market for control.
Bankruptcy Veil Piercing, 27 Bankr. Dev. J. 471 (2011). Continuing the study of the surprisingly small number of tort disputes in veil piercing by examining the sample of veil piercing in bankruptcy from 1947 to 2010. Intentional tort between stranges is absent; most veil-piercing activity is focused on the veil of others, rather than the debtor; courts pierced in every fraud case. SSRN link.
Avoid Automatic Piercing: A Comment on Blumberg and Strasser, Accounting, Economics, and Law - A Convivium, Vol. 1, Iss. 1, Article 12 (2011). Available here. Automatic piercing would erode the socially desirable incentive for business creation that limited liability provides, reduce or eliminate the markets for venture capital, buyouts and corporate control, and preclude the flexible financing that limited liability makes possible.
Agency (in Selected Essays on Current Legal Issues, Frenkel and Gerner-Beule, eds, 2008).
Contract-Centered Veil-Piercing(13 Stanf. J.L. & Fin. 121-47, 2007). In contrast to the Law and Economics academy's disappointment over the use of piercing in contract disputes, this article shows that veil piercing supplements contract law. Presented in the 2005 annual meeting of the American Law & Econ. Ass'n. SSRN link.
Exploring the Shavellian Boundary: Violations from Judgment-Proofing, Minority Rights, and Signaling(3 J.L. Econ. & Policy 47-62, 2006). Shavell showed that altering an optimal rule in order to provide redistribution is inferior to providing the same redistribution through tax and retaining the optimal rule. The paper explores some potential exceptions to this general rule. SSRN link.
The Economic analysis of Securities Regulation (Encyclopedia of Law & Society, 2007). Encyclopedia entry.
The Statistics of Legal Infrastructures (8 Amer. L. & Econ. Rev. 62-78, 2006). A review of the law-and-finance literature. The review explains how Market Microstructure helps explain some findings of the law-and-finance literature and discusses avenues for further research. SSRN link.
Self-Fulfilling Impressions of Criminality: Unintentional Police Race Profiling (24 Intern'l Rev. of L. & Econ. 169-190, 2004). Erroneous impressions of low own-group criminality in a society that divides into a majority and a minority can have profound implications for criminal enforcement. Three consequences are identified. First, the majority group may prefer to criminalize conducts which the minority group would allow. Second, the minority will be overrepresented in the group of the convicted. Finally, an economically disadvantaged minority may face a lower opportunity cost of crime and appear to have stronger criminal proclivities. Those may justify small departures from proportional allocation of enforcement resources. Suboptimal enforcement budgets lead to accentuated disproportionate allocation of enforcement effort to minorities. Presented in the 2001 annual meeting of the American Law and Economics Association. SSRN link. An Excel spreadsheet applying the paper's model is here, and a Mathematica notebook producing the graphics is here. A manipulable 3D version of Figure 3 appears here.
Judicial Reaction to Change: The California Supreme Court around the 1986 Elections (13 Cornell J. L. Pub. Policy 405-430, 2004). The three California justices who survived the ousting of the “soft-on-crime” justices by the voters in 1986 show three remarkably different strategies in their votes on death penalty appeals before and after this incident. The duration of the tenure of CA S.Ct.Justices since the 1986 election is significantly shorter than before. Presented at the Conference on the Economics of the Courts, Harvard, Nov. 1999. SSRN link.
New Value, After LaSalle (20 Bankr. Developments J. 1-24, 2003). The LaSalle decision imposed competition as a condition for the confirmation of reorganization plans that give equityholders of failed firms the opportunity to buy equity securities. This article continues a previous empirical examination of this area (New Value, Fresh Start, below). It finds no implementations of competition since the decision and identifies opportunities and paradoxes in competition that was imposed immediately before the LaSalle decision. Presented to the Bankruptcy section of the Ind. Bar Ass'n in Oct. of 2002. SSRN link.
The Nature of the Fiduciary Obligation (Proceedings of the 11th Annual Commercial Law Conference of 2001, Athens 2002, pp. 79-88). The fiduciary obligation is supported by conventional arguments but it also has very powerful economic support. Keynote address, 2001 meeting of the Greek Association of Commercial Law in Rhodes.
Bankruptcy Law for Productivity (37 Wake Forest Law Review 51-96, 2002). Bankruptcy law restores productivity destroyed by insolvency and its consequences. The fresh start restores debtors' incentives to work. Reorganization law prevents false liquidations. The resolution of creditors' collective action problems which has been the leading explanation of bankruptcy law, also performs the same function, preventing the destruction of value due to creditor races triggered by insolvency. Bankruptcy law should be interpreted so as to promote this function of productivity restoration. You can get a copy of the paper from the SSRN site here, where it was the top download in the list of top-ten recent downloads in Bankruptcy and Creditors Rights. Presented at the Canadian Law and Economics Association ann'l mtg 2001. Published PDF is here.
Solutions to the Intractability of Distributional Concerns (33 Rutgers L. Rev. 279-328, 2002). Economic analysis makes powerful arguments in favor of redistribution and powerful arguments against redistribution. Redistribution in creases aggregate welfare in the immediate term but hurts growth, which is devastating in the long term. Contrary to arguments based on optimal tax theory claim that redistribution aught to only be provided by tax, much role for non-tax redistribution exists and economic analysis of law provides the tools for the development of numerous redistributive rules that are superior to the equivalent redistribution by taxes, such as the right to an abortion, public housing, blind political contributions, Lojacks in high-crime appliances, and some voucher systems. SSRN link. Ideas from this paper were published in my letter to the editor, BusinessWeek, Dec. 31, '01/Jan 7, '02, p. 20.
Corporate Defense Law for Dispersed Ownership (30 Hofstra L. Rev. 11-120, 2001, lead article of 30th anniv. vol.). The Delaware law of takeover defenses protects dispersed ownership. Movements in the European Union seem to have a similar motivation. The choice of protecting dispersed ownership is correct from an economic perspective. Presentation in the Canadian and in the European Law and Economics Association ann'l mtgs, Sept. 2000. SSRN link.
Vagueness of Limits and the Distribution of Conducts (32 Conn. L.Rev. 451-83, 2000). An analysis of the choice between vague and precise limits. Because precision concentrates conducts it must be justified. Presented to the 1999 ann'l mtg of the American Law and Economics Association, the 1997 ann'l mtg of the Canadian Law & Economics Association and the Law Faculty Colloquium, University of Connecticut. Read the published version in PDF or Get the mathematical model of reactions to vague limits.
The Creation of Artificial Demand on the Stock Exchange as Abuse of Confidential Information and Grounds for Liability Pursuant to Presidential Decree 53/92 (in Greek, with Prof. Emer. Leonidas L. Georgakopoulos, 47 Nomiko Vima 1381-1403, 1999). The Hellenic stock exchange was suffering due to the absence of an effective prohibition against manipulative devices. We interpret the EU directive "coordinating regulations on insider dealing" as prohibiting profit from non-public manipulative practices.
Independence in the Career and Recognition Judiciary (7 Chicago Roundtable 205-25, 2000). The incentives that the career judiciary provides differ markedly from the incentives of the recognition judiciary which appoints judges to a specific court for life after a first legal career. To further the goal of increasing judicial discretion and independence, constitutional interpretation and judicial structure in career judiciary jurisdictions can be adjusted. Presented at the Can. L. & Econ. Ass’n 1999 ann'l mtg. Read the published version in PDF
Strange Subordinations: Correcting Bankruptcy's §510(b) (16 Bankr. Developments J. 91-122, 1999). Section 510(b) of the Bankruptcy Code falsely subordinates the claims of buyers of stock of a debtor’s subsidiary that are based on fraud. This causes an unjustified different treatment between sales of stock and sales of assets. Read the published version in PDF. Followed without citation by In re Learnout & Hauspie Speech Prods, 264 B.R. 336 (2001), quoted in support by In re SendMyGift.com, _ Bankr. _ (Bankr. Minn., Jul. 29, 2002), distinguished by In re VF Brands, Inc., 275 B.R. 725 (Bankr. Del. 2002).
Meinhard v. Salmon and the Economics of Honor, (1999 Columbia Business L. Rev. 137-64). Revisiting this case, a gem of morality and rhetoric, shows that the economic implications of it are fundamental: The broad fiduciary duties it advocates facilitate financing projects with remote value, reduce the risk entrepreneurs face, provide socially desirable financing incentives to the financial markets, and provide managers with socially desirable performance incentives while reducing agency costs. Presented in the 1998 Canadian Law & Econ. Ass’n ann'l mtg. Cited by N.Y. Chief Justice Judith Kaye, "Poetic Justice: Benjamin N. Cardozo", The American Lawyer, Dec, 1999, p. 47-48: "A fascinating analysis by Prof G. ... explores the ongoing relevance of Meinhard, crediting Cardozo's standard with ..." . PDF is here.
Transitions in Affirmative Action (with Colin Read, 19 International Rev. of Law and Econ. 23-32,1999). A theoretical study of minority participation in the workforce, of quotas in hiring and admissions and their repeal and how they might impact minority participation. Juxtaposing this analysis with the legal responses to discrimination shows that the legal system may be structurally discriminatory. Presented at the 1997 ann'l mtg of the American Law and Economics Association, and the Economics Faculty Seminar, University of Connecticut. Read the published version in PDF
Predictability and Legal Evolution (17 Int’l Review of Law and Economics 475-89, 1997). A comparison of Civil and Common law as evolutionary systems. Presented to the Law Faculty Colloquium, University of Connecticut, the Cardozo Law School Faculty, and the European Law and Economics Association 1996 ann'l mtg. PDF is here. See the spinning 3D graph of the reaction of risk-averse individuals to the speed of legal change here.
New Value, Fresh Start, (3 Stanford J. L. Bus. & Fin. 125-68, 1997). The question whether equityholders of failed firms should be allowed to buy equity securities through reorganization plans in bankruptcy is contested. This article argues that the alternative (auctions) would lead to abuses and no gains due to information inequalities, that the option-value attributes of the possibility to file such plans properly motivates management, and that the fresh start policy argues in favor of such reorganization plans. Cited in BofA v. 203 N. LaSalle St. P’ship, 526 U.S. 434 at 446 (May 3, 1999). Read my last version before the Review's Edit in PDF
Concept Paper on Judicial Independence, (with other contributors, ABA Central and Eastern European Law Initiative, 1999). This paper collects the comments of several scholars on how to produce judicial independence in the newly democratized countries of Central and Eastern Europe; adopts the career-recognition judge distinction.
Two Perspectives of American Legal Thinking: Cardozo through Posner's Eyes (in Greek, 1997). A critical review and analysis of Posner's pragmatism for the Greek legal audience. Accompanied by the translation of Richard A. Posner, Cardozo: A Study in Reputation (pp. 175-98). "Warm congratulations are due … to Prof. G., who with particular love and care, applying to the extreme his deep knowledge of Greek and American law, undertook the very difficult task of presenting to the Greek legal world an essentially unknown arena… This is a book worth being read closely by anyone who has realized that the legal science [does not regard mechanical application of rules]" (translated from the Greek original). Book review by Gr.S.Ct. Justice George Rigos, 39 Elliniki Dikaiosyni 1469 (1998).
Frauds, Markets, and Fraud-on-the-Market: The Tortured Transition of Justifiable Reliance from Common Law Deceit to Securities Fraud (49 Miami Law Review 671-730, 1995, reprinted in 29 Securities L. Rev. 511, 1997). A justification for the pro-plaintiff nature of the tort of Securities Fraud compared to common law Deceit. Both informed and uninformed traders must be protected to preserve efficiency and liquidity. Presented to the Law Faculty Colloquium, University of Connecticut and the Law & Economics Seminar, Harvard Law School. Read my last version before the Review's edit, in PDF
Relative Rank: A Remedy for Subjective Absolute Grades, (29 Conn. L. Rev. 445-57, 1996). A short proposal for making law school transcripts more informative. Rank students not by raw GPA but by their performance in each course relative to the others. PDF is here.
Why Should Disclosure Rules Subsidize Informed Traders? (16 International Review of Law and Economics 417-31, 1996). An additional justification of disclosure rules, from the perspective of the trading function. Informed traders should be provided with low cost information to counteract noise and irrationalities. Read the published version in PDF.
Securities Regulation and Transaction Costs: A Justification for the Reduction of Transaction Costs through Regulation, in Festschrift fur A. Argyriades 317-341 (1995). Justifying the transaction-cost reducing efforts of securities regulation. Read my last version before the Review's edit, in PDF
About Partial Borrowing from the American Legal Thought (in Greek, 43 Nomiko Vima 799-807, 1995) A warning against importing Critical Legal Studies without the balancing influence of Law-and-Economics.
Insider Trading as a Transaction Cost: A Market Microstructure Justification and Optimization of Insider Trading Regulation, 26 Conn. L. Rev. 1-51 (1993). The prohibition is justified because it reduces the adverse-selection burden on uninformed traders, which functions as a transaction cost. Presented at the 1993 annual conference of the American Law & Economics Association; at the Law Faculty Colloquium, University of Connecticut; the George Mason Law School Faculty Seminar; and the Doctoral Students' Colloquium, Harvard Law School. Cited by the brief of the S.E.C. (Brief for the U.S. at 31) in O’Hagan v. U.S. and followed without citation by the Supreme Court, 521 US at 658-59. PDF is here. See the new, spinning version of the 3D graph of insider profits here. An abridged version of the SEC brief is here.
Classical and Cross Insider Trading: Variations on the Theme of Rule 10b-5, 28 Am. Bus. L.J. 109 (1990). Focusing on (1) the relationship between the fraud-on-the-market presumption of reliance and proof of causation in insider trading, and (2) the distortion of management's incentives due to legal insider trading across corporate boundaries. LL.M. thesis.
Comment, 33 Nomiko Vima 1557 (1985). On the acquisition of prescriptive easements from non-continuous trespasses.
Coase's Irrelevance 'Theorem' (CALI 2001). CALI lesson, available for download from CALI's site (under the category Legal Concepts and Skills) or on the CD it distributes to the students of member schools.
The Capital Asset Pricing Model (CALI 2002).
Basic Valuation (CALI, 2002).
Molecular Graphics, MathSource (with David Nordfors, Wolfram Research 2002). A program ('package') enhancing the graphical abilities of Mathematica by enabling the display of molecules in 3D graphics. Available from MathSource here.
Failures of Coasean Irrelevance, Midwestern Law & Economics Ass'n annual meeting, Northwestern (Oct. 2005)
Contract-Centered Veil-Piercing: American Law & Economics Ass'n ann'l mtg, NYU (May 2005)
The New Value Exception after the LaSalle Decision, Indianapolis Bar Association, Bankruptcy Section (Oct. 17, 2002)
The Importance of History for L&E: Midwestern Law & Economics ann'l mtg in Champaine, IL (Oct. 2002)
Solutions to the Intractability of Distributional Concerns: European Association of Law & Economics ann'l mtg, in Athens, Greece (Sep. 2002)
Solutions to the Intractability of Distributional Concerns: Canadian Law & Economics ann'l mtg, in Toronto, Canada (Sep. 2002)
Self-Fulfilling Expectations of Criminality: American Law & Economics Association ann'l mtg in Washington, DC (May 2001)
cancelled due to 9/11 events: Bankruptcy for Productivity: European Association of Law & Economics ann'l mtg, in Vienna, Austria (Sep 2001)
Bankruptcy for Productivity: Canadian Law & Economics ann'l mtg, in Toronto, Canada (Sep. 2001)
Fiduciary Obligations: Association of the Greek Commercial Law Bar, keynote address, Rhodes, Greece (Nov. 2001)
Defense Law for Dispersed Ownership: European Association of Law & Economics ann'l mtg, Ghent, Belgium (Sep. 2000)
Defense Law for Dispersed Ownership: Canadian Law & Economics ann'l mtg, in Toronto, Canada (Sep. 2000)
Meinhard v. Salmon and the Economics of Honor: Indiana University School of Law, Indianapolis, IN (Jan. 2000)
Vagueness of Limits and Dispersion of Conducts: American Law & Economics Association ann'l mtg in New Haven, CT (May 1999)
Career & Recognition Judges: Canadian Law & Economics ann'l mtg, in Toronto, Canada (Sep. 1999)
Meinhard v. Salmon and the Economics of Honor: Canadian Law & Economics ann'l mtg, in Toronto, Canada (Sep. 1998)
Negligence among the Risk-Averse: Canadian Law & Economics ann'l mtg, in Toronto, Canada (Sep. 1998)
Transitions in Affirmative Action: American Law & Economics Association ann'l mtg, Berkeley, CA (May 1997)
Vagueness of Limits and Dispersion of Conducts: Canadian Law & Economics ann'l mtg, in Toronto, Canada (Sep. 1997)
Predictability and Legal Evolution: European Association of Law & Economics ann'l mtg, Haifa, Israel (September 1996)
Predictability and Legal Evolution, Cardozo Law School (in 1996 or 1997)
Insider Trading: American Law & Economics Association ann'l mtg in Washington, DC (May 1993)
The Company They Kept The New York Times Magazine, February 22, 2004, section 6, p.8. Full Text
Bankruptcy for Growth? No more The Hartford Courant, March 21, 2001, p. A17 (Op-Ed). The bankruptcy reform proposals from Congress undermine the productivity revival that bankruptcy law provides. Full Text.
Media Guest Participation:
The Importance of History for Law & Economics (draft, 2002). History indicates the importance of quantification is massive, but quantification is reaching its limits in many disciplines, including L&E. In lack of a better method to evaluate normative proposals, historical understanding becomes relevant. Presented to the Midwestern Law & Economics Association ann'l mtg at U. Ill. at Urbana-Champaign, 2002.
Revolutions in Finance and Law: From the CAPM and Options to Microstructure (2002) Discussing the radical financial innovations of the last 40 years and their effect on law. Rotating Option Decay. Rotating Option Valuation Wedge.
The Impact of Quantitative Argument on Legal Discourse ( 2002). A comparison of top student-edited and faculty-edited law review articles and the frequency of their citation by the courts shows that courts are not deterred from citing articles that use equations. Further analysis shows that faculty-edited reviews publish narrowly and cautiously argued pieces, which do not provide courts with the encyclopedic discussion of a topic that is necessary for legal analysis. As a result, student-edited reviews are more useful to the courts. You can get the paper at the SSRN site, here.
Statistics for Poets and Lawyers (2001). An introduction to statistics for normative analysis. An appendix explains how to perform simple statistical tests (t-tests, chi-tests, and regressions) using Excel.
Negligence among the Risk-Averse (1998). The non-linearities of risk-aversion make a formal mathematical model not solvable analytically, but a numerical example shows the effects of wealth on care. The analysis shows that the wealth of the defendant should influence the negligence standard to prevent an excessive quantity of risky conduct, as well as to redistribute the ability to engage in the risky activity from the wealthy to the less well off. Presented in the 1998 ann'l mtg of the Canadian Law & Economics Association. Read the acrobat PDF version
Entrepreneurial Optimization of the Timing of Bankruptcy (1996). An analysis of the decision to file for bankruptcy in incorporated small firms versus large or unincorporated firms. Read the Acrobat PDF version.
Securities Regulation as a Transaction-Cost Reducer (1996). We must realize that securities regulation is a coherent legal field with a single economic motivation, the reduction of transaction costs. An overview of how different securities regulation provisions reduce invisible but sizable transaction costs clearly separates this field.
The Specialist Tick Rule: An Interpretation of Empirical Evidence Regarding Trading Restrictions on Market-Insiders of the NYSE (1994). A close look at the development of prices trade-by-trade around trades of the specialist that comply with and violate the mandate "do not buy on up-ticks or sell on down-ticks." An empirical reexamination of the justification of insider trading rules. Presented: (1) Law Faculty Colloquium, University of Connecticut; and (2) Finance Faculty, University of Connecticut Business School.
The American Law Institute reporter for Agency 3d adopted my suggestion that she clarify how implied authority of the type in Kidd v. Thomas Edison (i.e., where a new technology precludes an existing industry practice on which third parties can base their expectations) is included in the new definition of apparent authority. The restatement draft includes hypotheticals regarding this situation, including one explicitly based on Kidd.
The ABA-CEELI adopted my term "recognition judges" for common-law-type life-term judges who are appointed late in their carreers.
The U.S. Supreme Court accepted without citation the proposition for which the S.E.C. cited my article in O'Hagan and upheld the flexible and expansive interpretation of the prohibition of insider trading.
The U.S. Supreme Court fashioned its narrowing of the new value exception so as to leave open the issue of its availability in closely held firms in 203 North LaSalle, which cited on different grounds my article on the desirability of the new value exception, New Value, Fresh Start.