Stephen M. Bainbridge

M. Todd Henderson

A Legal and Economic Analysis

Limited Liability

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, by allowing those who form the corporation to limit their downside risk and personal liability to only the amount they invest, there is the opportunity for more risks taken at a lower cost.

William D Warren Distinguished Professor of Law Stephen M Bainbridge

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, by allowing those who form the corporation to limit their downside risk and personal liability to only the amount they invest, there is the opportunity for more risks taken at a lower cost.This comprehensive economic analysis of the policy debate surrounding the laws governing limited liability examines not only in an American context, but also internationally, as the authors consider issues of limited liability in Britain, Europe, and Asia. Stephen M. 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.

The authors propose that corporations be able to hire other corporations to provide board services.

How Board Service Providers Can Improve Corporate Governance

Outsourcing the Board

State of Shock

When conservative law professor Alex Johnson is found dead from an apparent self-inflicted gunshot wound at his house in Chicago, everyone thinks it is suicide. Everyone except his brother, Royce, an FBI agent. Without jurisdiction or leads, Agent Johnson leaves his cases and family to find out who killed his brother. There are many suspects: the ex-wife, an ambitious doctor with expensive tastes and reasons to hate her ex; academic rivals on a faculty divided along political lines; an African-American student who failed the professor’s course. As Agent Johnson peels back layers of mystery in his rogue investigation, the brother he never really knew emerges. Clues lead from the ivy-covered elite university and the halls of power in Washington to the gritty streets of Chicago and Lahore, Pakistan. Ultimately, Agent Johnson must face the question of how far he is willing to go to catch his brother’s killer. Mental State is about two brothers learning about each other in death, and about the things people will do when convinced they are in the right. Praise for MENTAL STATE: “When his brother dies of an apparent suicide, FBI agent Royce Johnson is the only investigator who knows it’s murder. Thus begins a taught, spellbinding journey through the dark, dank corridors of his family’s past and a shocking criminal enterprise. A well-written, fast-paced, rollercoaster of a ride you won’t put down until the last paragraph.” —Jack Getze, author of the award-winning Austin Carr Mystery Series “Right on time, Todd Henderson delivers a punch to the zeitgeist with this political thriller that posits the unthinkable: corruption in the White House. Fasten your life jacket for a tour of the rot from sea to shining sea. Sinister, engrossing and devilishly finessed.” —Les Edgerton, author of Adrenaline Junkie, The Genuine, Imitation, Plastic Kidnapping, The Rapist and others. “Exciting and compulsively readable, Mental State marks the entrance of a striking new talent on the thriller scene. Todd Henderson’s confident debut draws the reader into the unfamiliar worlds of academia, the law, and backroom politics, while providing a fresh take on more familiar thriller ground like the world of law enforcement. The Professor’s murder mystery delivers the rough and tumble goods, and it will leave readers wanting more.” —Kurt Schlichter, lawyer and bestselling author “Mental State is fascinating, detailed, and a pure page-turner. It's a must-read if you love the country, the Supreme Court, or just a book that will keep you up at night.” —Ben Shapiro, public intellectual, talk-show host, and bestselling author “Try as I might, I could not put Mental State down. It’s terrific. At times hilarious, always interesting, and in parts truly disturbing. I loved it.” —Michael Seidman, Professor of Law at Georgetown University Law Center “John Grisham and James Patterson have had a love-child and his name is Todd Henderson. Even if you gave up biting your nails in 7th grade, Mental State will bring you back to your nubs. Henderson’s debut novel had me white-knuckling it from chapter to chapter in this heady, emotional, suspenseful and expertly-crafted page-turner. Royce Johnson is a man on a mission, filled with rage and a hunger for the truth—Ethan Hunt ain’t got nothing on him!” —Mark Feuerstein, film and television actor

Mental State

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.

Polls suggest up to twenty percent of Americans describe their beliefs as 'libertarian', but libertarians are often derided as heartless Social Darwinists or naïve idealists. This illuminating handbook brings together scholars from a range of fields (from law to philosophy to politics to economics) and political perspectives (right, left, and center) to consider how classical liberal principles can help us understand and potentially address a variety of pressing social problems including immigration, climate change, the growth of the prison population, and a host of others. Anyone interested in political theory or practical law and politics will find this book an essential resource for understanding this major strand of American politics.

The Cambridge Handbook of Classical Liberal Thought

M. Todd Henderson, a former advertising and marketing executive has published a book that echoes many painful truths in his own life. Entitled Shifting Sands: His Hell. Her Prison, the book is the story of the tumultuous life of a mentally ill husband and father, Scott Walters, who struggles to find hope in the face of crushing despair. The author is quick to note that the book is fiction, yet portions are based on his painful real-life experiences and observations. It was June 2003 when I was first diagnosed with bipolar disorder which, no doubt, had gone undiagnosed for my entire life, Henderson says. My childhood, 20s, 30s, and 40s were sprinkled with bipolar symptoms, including extreme anxiety attacks My symptoms also included severe depressionextended periods of time inside a six-foot cube with no stimulus. No light sneaking in through my lids. No sound other than shallow, rushed breaths. No breeze touching my face. Alone. In Shifting Sands: His Hell. Her Prison, the protagonist believes he is receiving counsel from a dead girl who claims to be his guardian angel. He fights alcohol addiction and seeks dramatic medical alternatives in a desperate attempt to bring some normalcy to his life with his wife and two sons. During over two years of researching and writing Shifting Sands: His Hell. Her Prison, I learned how profoundly mental health disorders effect not only the mentally ill, but, just as dramatically, their loved ones, Henderson says. Its my genuine hope that Shifting Sands reaches out and bonds with this besieged minority with a message of understanding, enlightenment, and hope. According to Henderson, the main characters story of hope and despair continues in his short story collection.

M. Todd Henderson

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