'Bainbridge and Henderson have given us one of the most important books on one of the most important contemporary legal issues, the liability of individual and corporate shareholders for corporate debts. There is no issue in corporate law more subject to uncertainty and no issue more likely to be litigated. No single book has ever attempted, much less carried off, the complete historical, international, economic and legal theoretical exegesis of limited liability, which these two authors do with range, depth, confidence and even a bit of panache. This monograph, of crucial interest both to scholars and practitioners, will become an instant classic and an immediate authority.' Stephen B. Presser, Northwestern University and the author of Piercing the Corporate Veil The modern corporation has become central to our society. The key feature of the corporation that makes it such an attractive form of human collaboration is its limited liability. This book explores how allowing those who form the corporation to limit their downside risk and personal liability to only the amount they invest allows for more risks to be taken at a lower cost. This comprehensive economic analysis of the policy debate surrounding the laws governing limited liability examines limited it not only in an American context, but internationally, as the authors consider issues of limited liability in Britain, Europe and Asia. Stephen Bainbridge and M. Todd Henderson begin with an exploration of the history and theory of limited liability, delve into an extended analysis of corporate veil piercing and related doctrines, and conclude with thoughts on possible future reforms. Limited liability in unincorporated entities, reverse veil piercing and enterprise liability are also addressed. This comprehensive book will be of great interest to students and scholars of corporate law. The book will also be an invaluable resource for judges and practitioners.

'Bainbridge and Henderson have given us one of the most important books on one of the most important contemporary legal issues, the liability of individual and corporate shareholders for corporate debts. There is no issue in corporate law more subject to uncertainty and no issue more likely to be litigated. No single book has ever attempted, much less carried off, the complete historical, international, economic and legal theoretical exegesis of limited liability, which these two authors do with range, depth, confidence and even a bit of panache. This monograph, of crucial interest both to scholars and practitioners, will become an instant classic and an immediate authority.' Stephen B. Presser, Northwestern University and the author of Piercing the Corporate Veil The modern corporation has become central to our society. The key feature of the corporation that makes it such an attractive form of human collaboration is its limited liability. This book explores how allowing those who form the corporation to limit their downside risk and personal liability to only the amount they invest allows for more risks to be taken at a lower cost. This comprehensive economic analysis of the policy debate surrounding the laws governing limited liability examines limited it not only in an American context, but internationally, as the authors consider issues of limited liability in Britain, Europe and Asia. Stephen Bainbridge and M. Todd Henderson begin with an exploration of the history and theory of limited liability, delve into an extended analysis of corporate veil piercing and related doctrines, and conclude with thoughts on possible future reforms. Limited liability in unincorporated entities, reverse veil piercing and enterprise liability are also addressed. This comprehensive book will be of great interest to students and scholars of corporate law. The book will also be an invaluable resource for judges and practitioners.

New novella-"Shifting Sands: His Hell. Her Prison. "-is a cross between the inimitable characters and crisp reality of the mental ward in "One Flew over the Cuckoo's Nest" and the eerie battle between good and evil in "The Shining."

Fresh new author M. Todd Henderson gives us a page-turning story of the up and down life journey of a mentally ill husband and father, Scott Walters, who is caught in a tug of war between God and the Devil, counseled by a dead girl who claims to be his guardian angel, fights dependence on alcohol, and seeks dramatic medical alternatives in a desperate effort to bring some degree of normalcy to his life with his wife and two sons.

Scott's story of hope and despair continues in upcoming novel Sea Oats.

With the purchase of each book, the author is donating 10% of profits to the National Alliance on Mental Health. NAMI is the nation's largest grassroots mental health organization dedicated to improving the lives of individuals and families affected by mental illness.

While conventional wisdom dictates that people's trust - in the government, in corporations, in each other - is at a historic low, the rise of the Internet is offering new ways to rehabilitate and strengthen trust. Uber is probably the best example of a new company that, on the surface, allows individuals with smartphones to get rides with strangers, but at a deeper level is in the business of trust. In The Trust Revolution, M. Todd Henderson and Salen Churi trace the history of innovation and trust, linking companies such as Uber with medieval guilds, early corporations, self-regulatory organizations, and New-Deal era administrative agencies. This book should be read by anyone who wants to understand how trust - and its means of creation - has the potential not only to expand opportunities for human cooperation, but also to reduce the size and scope of government and corporate control over our lives.

While conventional wisdom dictates that people's trust - in the government, in corporations, in each other - is at a historic low, the rise of the Internet is offering new ways to rehabilitate and strengthen trust. Uber is probably the best example of a new company that, on the surface, allows individuals with smartphones to get rides with strangers, but at a deeper level is in the business of trust. In The Trust Revolution, M. Todd Henderson and Salen Churi trace the history of innovation and trust, linking companies such as Uber with medieval guilds, early corporations, self-regulatory organizations, and New-Deal era administrative agencies. This book should be read by anyone who wants to understand how trust - and its means of creation - has the potential not only to expand opportunities for human cooperation, but also to reduce the size and scope of government and corporate control over our lives.

In this groundbreaking work, Stephen M. Bainbridge and M. Todd Henderson change the conversation about corporate governance by examining the origins, roles, and performance of boards with a simple question in mind: why does the law require governance to be delivered through individual board members? While tracing the development of boards from quasi-political bodies through the current 'monitoring' role, the authors find the reasons for this requirement to be wanting. Instead, they propose that corporations be permitted to hire other business associations - known as 'Board Service Providers' or BSPs - to provide governance services. Just as corporations hire law firms, accounting firms, and consulting firms, so too should they be permitted to hire governance firms, a small change that will dramatically increase board accountability and enable governance to be delivered more efficiently. Outsourcing the Board should be read by academics, policymakers, and those within the corporations that will benefit from this change.

This is the first and oldest casebook on securities regulation and provides the tools for the in-depth study of the law of securities regulation. This edition has been revised to take into account the following: Developments since the JOBS act was passed in 2012, including in particular (1) general solicitations under Rule 506; (2) the "on ramp" for "emerging growth companies"; (3) the new heightened standard for when a company must become a "reporting company" under §12(g) of the 1934 Act (and the SEC's very recent proposed rules implementing this standard); (4) "crowdfunding"; and (5) the proposed rules for "Regulation A+" small issues. The role of cost/benefit analysis in the formulation of SEC rules. Coverage of Regulation SCI Increased attention to hedge fund activism as it relates to mergers and acquisitions. Recent Supreme Court cases