John D. Morley

The Modern State and the Rise of the Business Corporation

This Article argues that the rise of the modern state was a necessary condition for the rise of the business corporation. Corporate technologies require the support of a powerful state with the geographical reach, administrative power, and legal capacity necessary to enforce the law uniformly among a corporation’s various owners.

The Separation of Funds and Managers: A Theory of Investment Fund Structure and Regulation

Taking Exit Rights Seriously: Why Governance and Fee Litigation Don’t Work in Mutual Funds

120 Yale L.J. 84 (2010).  Unlike shareholders of ordinary companies, mutual fund shareholders do not sell their shares—they redeem them from the issuing funds for cash. We argue that this unique form of exit almost completely eliminates mutual fund investors’ incentives to use voting, boards, and fee liability. Investors will almost never become active in their funds even if the...

For-Profit and Nonprofit Charter Schools: An Agency Costs Approach

115 Yale L.J. 1782 (2006) This Note applies agency costs theory to explain charter schools' use of for-profit and nonprofit forms, and to suggest ways to make charter school regulation more sensitive to the differences between these forms. Borrowing from Henry Hansmann's "contract failure" theory of nonprofits and recent data on the makeup of the charter school market, I argue...