Symposium Article: Complete Contracts in Finance

20 Pages Posted: 11 Jun 2020

Date Written: May 17, 2020

Abstract

Notwithstanding its significant influence in corporate finance, the theory of incomplete contracts is arguably misunderstood by courts enforcing contracts governing corporate transactions. In resolving such disputes, judges implicitly assume that complete contracts are both achievable and desirable when the parties are financially sophisticated, and they systematically assign blame to one of the parties for leaving the contract incomplete. This, in turn, prompts parties to write ever longer and more complex agreements. Such agreements do not necessarily produce more efficient outcomes, however. In fact, they may yield unexpected outcomes or interpretations, which can be enforced opportunistically by one of the parties or by third parties.

Keywords: incomplete contracts, rules and standards, opportunism

JEL Classification: K12, K22

Suggested Citation

de Fontenay, Elisabeth, Symposium Article: Complete Contracts in Finance (May 17, 2020). Wisconsin Law Review, Forthcoming, Duke Law School Public Law & Legal Theory Series No. 2020-43, Available at SSRN: https://ssrn.com/abstract=3603760 or http://dx.doi.org/10.2139/ssrn.3603760

Elisabeth De Fontenay (Contact Author)

Duke University School of Law ( email )

210 Science Drive
Box 90362
Durham, NC 27708
United States

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