Two persistent questions of enterprise law are raised and addressed: First, how does law matter to business practice? Second, how can we make law that stimulates economic efficiency? These questions are difficult to answer because of two important complementarities: the complementarity between areas of law within a country’s legal regime and the complementarity between law and other social environments such as markets and social norms. Over the course of the two-day conference, academics and practitioners from the U.S. and Japan in the areas of corporate law, securities regulation, labor law (including both employment protection law and labor union law), bankruptcy law, and tax law investigate the ways that enterprise law affects practice complementarily with markets and social norms. A key analytical framework is introduced, in which the business enterprise is viewed as an incentive mechanism among the four indispensable capital providers of the firm: management, employees, shareholders, and creditors. Only through close attention to the incentive bargain between these four players can optimal legislative design and economic efficiency be achieved.
Aronson, Bruce E. and Ayotte, Kenneth and Eguchi, Takaaki and Gamage, David and Gergen, Mark P. and Goto, Gen and Hermalin, Benjamin E. and Higashi, Yohsuke and Hoshi, Akio and Iida, Hidefusa and Itoh, Hideshi and Itoh, Hideshi and Kato, Takahito and Matsuki, Nobuo and Matsunaka, Manabu and Matsunaka, Manabu and Milhaupt, Curtis J. and Mitoma, Hiroshi and Miyajima, Hideaki and Osaki, Sadakazu and Ramseyer, J. Mark and Rana, Shruti and Romano, Roberta and Saito, Takuji and Sekiguchi, Kenichi and Shirai, Masakazu and Shishido, Zenichi and Takagi, Shinjiro and Tanaka, Wataru and Toichi, Takashi and Umetsu, Hideaki and Verkerke, J. H. and Watanabe, Tetsuya and Yanagawa, Noriyuki, Enterprise Law Conference of 2014: Edited Transcript (September 24, 2014). Available at SSRN: https://ssrn.com/abstract=2501143 or http://dx.doi.org/10.2139/ssrn.2501143