• Here's a gloss on the Federal Circuits new limits on business method patents.  Here's a good one too, from Michael Risch.
• The usual timeline is collapse, congressional hearing, criminal investigation, civil suits.  Good to see that Bear is following the script.
• Speaking of politics, Washington DC and environs account for 15 of the 20 zip codes that donate the most of House members.
• Parade!

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Usha's post below, with its reference to Ronald Gilson's 1984 article on value creation by lawyers, prompts me to a short rant, not about Usha's post, but about the article, which Usha rightly calls a "classic" and  "the reigning academic account of what business lawyers actually do."  Honestly, with all due respect to Professor Gilson (who joined the Stanford faculty the year I left as a student), the article has bugged me since I read it a couple years ago; indeed, I have a comprehensive list from a Lexis search I did a while back of every article that had cited it, because I was trying to do a literature search to see if anybody else had said what I'm about to say here.  Since I haven't followed up on my list, I don't know, and I therefore apologize if I'm repeating a critique somebody has already written.  I also apologize for the stream of consciousness approach that follows.

What about the article bugs me?  Let me count the ways:

1.  If I were taken with law and economics in 1984, but had no way of showing empirically that the reams and reams of hours that lawyers spent doing deals actually produced anything with intrinsic value (which Professor Gilson forthrightly admitted, at pp. 247-48 of the article), but was inclined to hope that they did, with an interest in justifying their existence (as again Professor Gilson forthrightly admitted at footnote 149), this is, I suppose, exactly the article I would write.  What we have here is an attempt to make sense of the world, by way of scientific (or quasi-scientific) theory, but it is "over-determined" in the sense that the theory selected happens to be rational actor economics, rather than, say, the theoretical view Clifford Geertz applied to Balinese cock-fighting.

2.  The theory is capsuled as follows.  All transactions occur because buyers value an asset more than sellers.  The difference between the two values is surplus.  Haggling over the split of the surplus is of no interest generally to economists; that is mere strategic bargaining.  Each party, being rational, would know that hiring a lawyer to grab a bigger portion of the surplus won't work, because the other side will respond in kind, and the lawyers, not the parties, would get the benefit of the surplus.  So, in the long run, rational actors being what they are, it must be the case that "[t]he increase must be in the overall value of the transaction, not merely in the distributive share of one of the parties. That is, a business lawyer must show the potential to enlarge the entire pie, not just to increase the size of one piece at the expense."  That's a rational actor trope, and one that I have criticized in another context here.

3.  As I said in a comment to Usha's post, if I were to apply an economic model to lawyers in deals it would be the Prisoner's Dilemma. Both clients would be better off cooperating by throwing all the lawyers out of the room for most of the issues in the deal, hence eliminating the transaction cost of arguing over myriad reps and warranties and other contract niceties that don't make any difference anyway. So imagine a Prisoner's Dilemma matrix with Party A and Party B, and the choice for each is "Lawyer" or "No Lawyer." The payoff for each side choosing "No Lawyer" is a huge reduction in costs (say, 5, 5) compared to both sides choosing "Lawyer" (say, 10, 10)" But both sides keep their lawyers, for fear of the (1, 20) or (20, 1) outcomes in the Lawyer/No Lawyer boxes that are akin to one prisoner confessing but the other one not.

4.  There are places where lawyers reduce transaction costs, say, by mediating between two positions to reach a solution, but there's nothing particularly lawyerly about that. That's a negotiating skill.  Moreover, lawyers may well be necessary to getting the deal through the regulatory thicket, whether it is Hart-Scott-Rodino pre-merger notification or CFIUS review.  But that hardly seems fair, because lawyers created the regulatory thicket.

5.  We have a neighborhood association in northern Michigan.  A lot of people in the association are rich.  When something happens that they don't like, they say things like, "if you do that, I'll have 10 lawyers from the Humungous Law Firm, who I have on retainer, up here the next day."  Since I'm a lawyer, and I used to be a partner at the Humungous Law Firm, I laugh at that, but it's an effective club when wielded against non-lawyers.  I rarely hear non-rich people say this, which goes to my next point.

6.  Professor Gilson's "empirical" testing of this theory is to walk through the most heavily lawyered of all documents, the typical business acquisition agreement.  If lawyers really created value accordingly to the theory, we ought to be able to test it not in mega-million or mega-billion dollar deals, but in little deals that happen all the time.  But the reality there is that most transactions occur without lawyers.  Sometimes there is boilerplate that lawyers had a hand in.  But if a lawyer being involved in a transaction necessarily made the pie bigger, why don't lawyers appear in almost all transactions?

7.  Professor Gilson spends many pages on the information-exchanging value of representations and warranties, and puzzles over the lack of any indemnification mechanism in public company deals (the representations and warranties expire at closing largely because once the proceeds in stock or cash are distributed to widely dispersed shareholders, there's no putting Humpty-Dumpty back together again). He acknowledges that indemnification may be partial or limited in time (there's also the "basket" or deductible, but I don't think that gets mentioned), but the real question, it seems to me, is whether the actual instances of acting on the indemnification clauses warrant the investment in the reps and warranties.  My guess is they have some amount of in terrorem effect, but neither of us have a whole lot of data to go on.  (The one empirical study of which I'm aware on this subject is by Steve Schwarcz, and it is based on surveys of clients who hire transactional lawyers.  To quote Steve's abstract:  "Contrary to existing scholarship, which is based mostly on theory, this article shows that transactional lawyers add value primarily by reducing regulatory costs, thereby challenging the reigning models of transactional lawyers as 'transaction cost engineers' and 'reputational intermediaries.'")

8.  My equally non-testable theory is that lawyers sometimes add value to deals, sometimes subtract value, and appear most of the time during the deal for the same reason neckties do:  it's part of the ritual.  There is no intrinsic reason they have to be there.  Lawyers, like neckties, have value, not because they necessarily make the pie bigger, any more than neckties make the pies bigger, but because somebody values the lawyer enough to pay more for her to be there than it cost for her to get there (marginally speaking, of course).  That's the reason we buy $75 neckties and Rolex watches as well.  But we don't feel a need to justify the presence of the necktie or the watch as a "transaction cost mechanism."

9.  I am persuaded by years of observation that great lawyers (like Jim Freund, who Professor Gilson cites repeatedly) help make deals, but that there is nothing particularly lawyerly about it.  It is, as Vic Fleischer suggests, quarterbacking, or as David Zaring suggests, closing.  That strikes me as an aspect of leadership, something business schools teach, but with which law schools and law (qua law) struggle immensely. 

10.  Mostly, though, I step back and see the process as something akin to a Balinese cockfight, a ritual or ceremony that gives us some limited assurance of certainty in a highly uncertain and contingent world.  I find it equally plausible that the presence of all those lawyers doesn't do a damned thing to make the pie bigger - but they are necessary, and they do have value, just as the accoutrements to the cock-fight have value to the participants.  Their value is in what they do to give us the courage to overcome fear, panic, seller's remorse, buyer's remorse, and risk averseness. Again, as I said over in the comments, lawyers provide an alternative model for resolving disputes about the deal that is better than pistols at twenty paces, but the idea that the contract language provides certainty in anything other than trivial cases is a self-justifying illusion for lawyers.  I suppose what really bugs me comes from my intuition that the Gilson thesis is theory-laden in the sense that Ian Shapiro criticized in The Flight from Reality in the Human Sciences.  What comes first is the economic model and its assumptions about value and rationality, which is then imposed on a linguistic exercise, which is itself an imperfect model of a complex world.

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Further to the interdisciplinary focus on debtors, what is the difference between getting foreclosed and walking away from your house?  See this interesting post at Calculated Risk.

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Josh Wright weighs in interestingly here.  Meanwhile, Ngan Dinh collects advice for young economists here (HT: ND).  I find the tenor of the advice to be pretty different than the sort usually given to non-interdisciplinary law professors - and that's pretty interesting too.

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Corporate law scholars overwhelmingly posit efficiency as the measure of the effectiveness of legal rules when doing normative analysis.  They almost never defend this choice; it goes without question.  Yet, is efficiency really all that matters in setting the rules of corporate law?

Law and economics scholars have a standard argument, due to Kaplow and Shavell, for focusing only on efficiency in setting all sorts of legal rules.  This double distortion argument contends that setting legal rules at their efficient level and then achieving whatever level of redistribution is desired through tax and transfer policies will distort behavior from the efficient level less than if we try to achieve distributive goals in part through legal rules.

Chris Sanchirico and Richard Markovits have already pointed out a number of problems with this argument.  The objection that intrigues me most questions the political feasibility of the Kaplow and Shavell approach. 

For a variety of reasons, pursuing distributive goals through legal rules, including corporate law rules, may be more politically possible than just using tax law to redistribute.  That may be because widely held values or beliefs concerning fairness focus on particular legal rules.  Or, different rulemakers may have more power over some legal rules than over tax policy, and may be inclined to redistribute more than those with control over tax.

Moreover, some legal rules may importantly shape the future distribution of political power.  Setting those rules in a way that creates a more egalitarian system may be crucial to the future feasibility of more egalitarian tax policy.  Some corporate law rules may be important in shaping political power, so this consideration may well be worth pondering in the area of corporate law.

One area where we might care about the distributive consequences of corporate law rules is executive compensation.  I think that distributive concerns largely drive the politics of protests over high executive compensation.  Even corporate law scholars who criticize compensation practices typically distance themselves from that sort of plebeian politics.  I think the plebes are right.

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A few years ago, while I was still at the University of Wisconsin, I started investigating the business of cheesemaking. Wisconsin has long been the leading producer of cheese in the United States, but as California has increased production, Wisconsin cheesemakers have turned increasingly to the production of specialty cheeses. I noticed that some of these specialty cheesemakers were organized as corporations or limited liability companies, while others were organized as cooperatives.

At roughly the same time that I was looking into cheesemaking, I had a couple of students who were interested in the law governing cooperatives. I did a bit of reading and started asking around in the local legal community. We never discuss cooperatives in Business Organizations, and very few legal scholars write about cooperatives (Henry Hansmann being the notable exception). I became fascinated by this lost corner of our law, which obviously still has some traction in the U.S.

So last year I recruited Brayden King and Marc Schneiberg, two organizational sociologists, as co-authors. We applied for and received a grant from the University of Wisconsin Center for Cooperatives. And I took the occasion of the Wisconsin Contracts Conference to visit some cheesemakers in southwest Wisconsin. This is my first time using interviews as a research methodology, and it's a lot more fun than sitting in my office hatching theories of fiduciary duty. Not that there's anything wrong with that.

The only problem is the weather. A storm on Sunday -- rain followed by snow -- left the roads icy, and most of these cheesemakers reside in very small towns ... or in no town at all. They are accessible only by country roads, which are beautiful in the summer, but treacherous this week. Yesterday, I ended up in a snowbank on an unmarked curve. Fortunately, a cheesemaker named Ole (I am not making this up) had a truck and a chain and was able to pull me out.

My discussions with the cheesemakers are fascinating. I am constantly reminded of Stewart Macaulay's famous study of non-contractual relations because the smaller cheesemakers simply can't be bothered with formal contracts. If they come crosswise with a farmer who supplies them with milk or a distributor who sells their cheese, they just stop dealing with them. Simple.

UPDATE: If you want to get a feel for some disturbing local culture, this is one of the towns I visited yesterday.

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I know that blog posts on the behavioral economic aspects of Deal or No Deal are a bit trite at this point (here's an old Prawfs post and an old Freakonomics post), but the Chronicle of Higher Education today reports that the economic literature is also becoming littered with articles that use the contestants' decisionmaking as data for studying decisionmaking under uncertainty.  More particularly, some scholars are claiming that prospect theory predicting that wagerers will be more risk-seeking to avoid losses holds true for the contestants.  When the large dollar amounts are found early, defendants are apt to make riskier choices in an attempt to regain good odds.

I actually hate this game show.  There are too many commercials -- what is essentially a 20-minute show is stretched to an hour-long show, and an hour is a lot of time to waste on television that isn't Law and Order.  There is no skill whatsoever involved.  The contestants often say "No Deal" to in what my mind is an awful lot of money.  Their three-person pom pom squads use the worst arguments to get them to say "No Deal" also.  The fact that the contestant has six kids to send to college seems to me a good argument to take a six-figure amount, not to keep going.  That being said, I think studying this behavior is interesting.  Do contestants engage in pre-commitment strategies?  Do think encourage their support groups beforehand to urge them to keep going, reasoning that they began with nothing, so they have nothing to lose?  What affect to audience behavior have on the contestants?  Does financial net worth affect contestants' decisionmaking?  Does education?  I'm sure that with the writers' strike, we'll have much more data!

And of course, does this type of research require consent under IRB rules?

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Greg Mankiw gets a mash note from a medical student asking: why are economists so great? They’re better in seminars, the student gushes, they’re aggressive and probing, they’re all business and no cant. The student then asks an economist – not Mankiw – if he knows why economists are so great. The economist is happy to answer. It turns out:

• Economists have higher test scores than everybody else

• Economists go to better graduate programs than everybody else

• Economists get their jobs through a market that works better than everybody else’s

• Economists aren’t advocates, most everybody else is

It’s a charming, modest takeaway. But there’s no question that economists are well trained social scientists, with plenty of math and a confident professional ethos. Economists are also good in workshops – and I occasionally think that the old law professor credo of “have a theory about anything and speak in full paragraphs rich with prosody” is less popular in the interdisciplinary seminar rooms of our universities now that economists are coming too, and biting into the confounders and omitted variables.

So maybe economists are totally awesome. I bet Mankiw thinks so. But at least he’s cute about it.  Economists may crush all comers in seminars, Mankiw thinks, because "economics may attract people with a particular set of personality attributes, and perhaps these attributes are not the same set of attributes you might choose for your next dinner party.”

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Tyler Cowan at MR reports on an Economist report on an ultimatum game study associating rejection behavior with testosterone levels.  Is this why men never ask for directions?

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Today's New York Times had an interesting article discussing extremely nasty claims settlement practices by long term care insurers. The article discusses, for example, the curious variation in consumer complaint ratios, against the major players in this field. Conseco got one complaint per 383 policy holders. Genworth Financial received 1 complaint per 12,434 policy holders. Some of the allegations are pretty darned scary, the sort of misconduct I thought John Grisham had only fantasized about in his book The Rainmaker. It's hard to know how to assess the allegations, however, since the Times report finds few instances in which judges or jurors passed on the entire case. Instead, it appears that most of these matters, like an awful lot of civil litigation today, were resolved by confidential settlements in which records of the proceedings were sealed.

I think it's time we think longer and harder about the propriety of using public resources to fund litigation and then denying the public the results of that subsidized dispute resolution mechanism. There's an excellent and sophisticated article up on on SSRN about this subject by Professor Scott Moss from Marquette. If I might be permitted some speculation, it seems that basically what we've done is to create the equivalent of intellectual property rights in information about alleged wrongdoing. The parties generate information from use of the discovery process and generate further information by arriving on a settlement amount. While the parties pay much of the cost of this endeavor, taxpayers rather than litigants are amortizing the fixed costs of the civil justice apparatus or some of the marginal costs of dedicating the court system to their particular dispute. If the parties are able to bargain over the privacy of this information, they can extract from each other -- usually the plaintiff extracting from the defendant -- some portion of any expected increase in liability in other lawsuits that would result from publication of the information. Although perhaps this ability to bargain doesn't greatly alter the total amount paid by the defendant for the wrongdoing, at a minimum it would seem to reallocate compensation among plaintiffs in a way that may have little to do with the merits of the claims.

Anyway, I'd hate for this structural issue about modern litigation or my back-of-the-envelope musings on the subject to drown out what appears to be a compelling argument for nourishing that duty of good faith and fair dealing. But there that structural issue was, lurking not too far in the background in this and much other litigation about alleged corporate wrongdoing. So, I brought it up.

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When I was a third year law student, my roommates and I would periodically gather at dinner in a chilly triple-decker not to discuss the subtleties of federal jurisdiction but to huddle around a small black and white television set to watch William Conrad's Wild, Wild World of Animals. The show had a regularity well suited to relieving stress. At some point during each episode, Conrad would deeply intone "But the greatest threat to the [insert species here] isn't the [insert predator here] [add dramatic pause] but man. Which brings me to the Florida insurance situation.

Florida, as my dear readers know, is subject to destructive hurricanes. The earth and its oceans, as my reasonable readers will likewise concede, at least in the short run, for whatever reason, are heating up in a way that certainly does not decrease the likelihood of destructive hurricanes. And so, one might think that Florida would be taking steps to mitigate the damage potential and to sensibly spread its risk over time. Alas.

Florida's reaction to global warming has been to deny that the near future is more likely to resemble the near past rather than the brisker averages of the past century and to thus claim that for this and perhaps other reasons the evil insurance market is mis-pricing property policies. The solution: create a state subsidized property insurer that now has over $400 billion in exposure and can't afford to pay for even moderate hurricanes without a post-event assessment and a grotesquely underfunded state reinsurance fund that cheerfully concedes dependence on enormous post-catastrophe assessments. These assessments are what it will take in order to pay claims and keep primary insurers solvent.

But it's facile just to snicker at Florida's absurd response to the situation. The real issue is how does one insure against the 100-year risk of loss against $1.9 trillion in coastal exposure in Florida or an equal amount in New York (Long Island) or $740 billion in Texas or an I haven't-found-good-data-but-I-know-it-is-large amount of volcanic risk in Seattle? And this is where it gets tricky. The private market has a difficult time estimating the risk of a remote mega-catastrophe and it has a difficult time diversifying that large a risk among the world's reinsurers. The result is that one has to build up an enormous reserve (read asset stockpile). Until the mega-catastrophe occurs, however, what the public sees, in part because of the limitations of accounting, are large premiums and what appear to be large profits in the insurance industry. Moreover, absent detailed premium regulation, "irresponsible" insurers win business by undercutting "responsible" insurers that accumulate the proper levels of reserves. On the other hand, if all goes well, the insurance market sends useful pricing signals to developers so that they reduce risk by building sturdier structures or focusing development efforts on regions less prone to the most destructive winds (read, not the coast, and possibly not Florida at all).

The alternative is to allocate the risk of loss on people after the catastrophe. The economic virtue of this methodology is that the size of the loss is basically known. The problems, however, are multiple. First, there's the liquidity problem. From where does the money come to rebuild while the assessments trickle in? Sophisticated financial rating agencies know this, by the way, and are beginning to have questions about Florida insurers. Second, except possibly in the unlikely event that the assessment is proportional to the ex ante risk posed by each insured, retrospective assessments will not have been sending the correct pricing signals to the property development market before the loss. The consequences will be (a) a loss that will be way larger than it would have been had the proper pricing signals been sent and (b) slowed development in regions less subject to risk who fear having to pay enormous post-disaster assessments. Moreover, in the event the state ever wishes to change its mind and go to a conventional insurance system, it will be deterred by the prospects of coping with its brewed population of property owners now hopelessly addicted to subsidized insurance.

Of course, one way to dilute the effect of post-disaster assessments is to spread the loss not over just the affected state but over a larger group, say the nation. This is basically what we did in an ad hoc way following Katrina. And we thus see a flurry of legislative activity to establish national catastrophe funds. (Three guesses, by the way, as to which state's legislators introduced the most prominent bill.) Unfortunately, however, absent enormous political discipline, the creation of this fund may simply exacerbate the perverse incentive effects of the Florida fund.

Which brings me back to William Conrad and his Wild, Wild World. It appears his wisdom extends further than that group of young legal minds suspected at the time. The greatest threat to Florida isn't hurricanes, but man.

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The much anticipated day is here. Contracts as Organizations -- my paper with Brayden King -- is now available on SSRN. We have submitted the paper to law reviews, but we welcome further comments. Here is the abstract:

Empirical studies of contracts have become more common over the past decade, but the range of questions addressed by these studies is narrow, inspired primarily by economic theories that focus on the role of contracts in mitigating ex post opportunism. We contend that these economic theories do not adequately explain many commonly observed features of contracts, and we offer four organizational theories to supplement – and in some instances, perhaps, challenge – the dominant economic accounts. The purpose of this Article is threefold: first, to describe how theoretical perspectives on contracting have motivated empirical work on contracts; second, to highlight the dominant role of economic theories in framing empirical work on contracts; and third, to enrich the empirical study of contracts through application of four organizational theories: resource theory, learning theory, identity theory, and institutional theory.

Outside the economics literature, empirical studies of contracts are rare. Even management scholars and sociologists, who generated the four organizational theories just mentioned, largely ignore contracts, both in theoretical and empirical analysis. Nevertheless, we assert that these organizational theories provide new lenses through which to view contracts. While economic theories of contracting focus primarily on one purpose of contracts – mitigating ex post opportunism – the four organizational theories help us understand the multiple purposes of contracts.

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In addition to AALS this past weekend, the American Economics Association held its own annual meeting in Chicago.   Over at the Organizations and Markets blog, Peter Klein has posted links to noteworthy AEA papers on organizations.  These include a paper on Firm Boundaries in the New Economy:  Theory and Evidence, by Krishnamurthy Subramanian.  "Subbu," a co-author of mine on a couple of projects, is a new, up-and-coming finance professor at the B-school here at Emory (Goizueta).  Here's what his paper is about:

The theory in this paper highlights the trade-offs that knowledge intensive firms confront when deciding among mergers/acquisitions, joint ventures, alliances, and arm’s length contracts.  I define a knowledge intensive firm as a collection of the knowledge assets that it owns and the agents who have full access to such assets. Therefore, boundary decisions between two firms are modeled using access to knowledge and ownership of knowledge. Modeling boundary choices using ownership cannot provide optimal incentives since ownership affects incentives asymmetrically, and ownership can encourage over-investment. In contrast, modeling the boundary choices using access and ownership can provide first best incentives since access and ownership complement each other in providing incentives: access affects incentives symmetrically while ownership affects them asymmetrically. The theory explains why some mergers/ acquisitions in knowledge intensive industries are successful while others fail and in what situations an alliance or a joint venture dominates a merger/ acquisition and vice-versa. Using a sample of alliances and joint ventures in the high technology industries, I provide empirical evidence to support the theory.

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In addition to lots of corporate papers, the trend at ALEA seems to be--based on my casual empiricism after the first day--away from pure math papers and more toward empirical and experimental (surprise, surprise!).  I saw lots of regressions and a few experiments, a few theory papers with a little math, but no presentations with just equations, which seems a contrast from my past ALEAs.  At the end of the day, I had a conversation with Dean Lueck from Arizona.  He observed that more and more law and economics is being done in law schools, as opposed to economics departments, as JD/PhDs become more common and seem now more likely to wind up in law schools.  And economics departments seem to be ceding the territory--and the recruiting of law and econ scholars--to the law schools.  He suggested--and this must be right--that this changes the way law and economics is done.  The institutional pressures, constraints, and expectations must be different as between law schools and econ departments.  The work product is now generally more heavily influenced by law school norms, customs, and expectations than those of econ departments.  Perhaps this explains the change in emphasis--if I have correctly identified one--at ALEA.

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I'm about to make a run for the airport to fly to Berkeley and the annual ALEA meeting.  Looking over the program, it's amazing how corporate law has come to dominate the program.  Not only are there 4 panels devoted just to corporate and securities law (out of about 36 total), but corporate law papers are making their way onto all kinds of other panels as well--contracts, behavioral economics, comparative law, the political system and the law--where the cross-over possibilities abound.  And this year, there is a panel entitled Agency Conflicts in Financial Markets, which of course is all about corporate and securities law.  More from Berkeley . . .

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