Limited Liability | Stephen M. Bainbridge & M. Todd Henderson

Limited Liability: A Legal and Economic Analysis

Extended Synopsis

The modern corporation serves as a primary vehicle for global economic development, anchored by the foundational mechanism of limited liability. In Limited Liability: A Legal and Economic Analysis, distinguished scholars Stephen M. Bainbridge and M. Todd Henderson deliver a comprehensive investigation into how shielding individual and institutional shareholders from corporate debt mitigates downside risk, thereby encouraging capital investment at a significantly lower cost. The authors evaluate this core legal doctrine from historical, theoretical, and economic perspectives to reconcile its systemic efficiencies with its ongoing challenges in litigation.

Expanding beyond domestic frameworks, this treatise offers a comparative analysis examining limited liability models across the United States, Britain, Europe, and Asia. Bainbridge and Henderson provide an exhaustive critique of corporate veil piercing doctrines, enterprise liability, reverse veil piercing, and the application of limited liability to unincorporated business entities. The volume culminates in an analytical discussion on potential structural reforms, offering an authoritative reference for navigating one of the most litigated and uncertain domains within contemporary corporate jurisprudence.

Intended Audience

This monograph is engineered for scholars of law and economics, corporate attorneys, judicial officers, and corporate governance policymakers seeking a definitive, cross-jurisdictional study of shareholder liability and business organization theory.

Author Biography

Stephen M. Bainbridge is the William D. Warren Distinguished Professor of Law at the UCLA School of Law. He is a prolific scholar, corporate governance expert, and author of over seventy-five law review articles published in leading academic journals.

M. Todd Henderson is a recognized legal scholar, professor, and author specializing in corporate law, securities regulation, and the economic analysis of business systems, contributing extensive research to modern regulatory discourse.

Accolades & Recognition

• Lauded by legal expert Stephen B. Presser as “one of the most important books on one of the most important contemporary legal issues,” predicting it will become “an instant classic and an immediate authority.”
• Highly praised for executing a thorough historical, international, and legal-theoretical exegesis with remarkable depth, scope, and clarity.

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