Intellectual Property, Antitrust and Strategic Behavior

Economic growth depends in large part on technological change. Laws governing intellectual property rights protect inventors from competition in order to create incentives for them to innovate. Antitrust laws constrain how a monopolist can act in order to maintain its monopoly in an attempt to foster competition. There is a fundamental tension between these two different types of laws. Attempts to adapt static antitrust analysis to a setting of dynamic R&D competition through the use of 'innovation markets' are likely to lead to error. Applying standard antitrust doctrines such as tying and exclusivity to R&D settings is likely to be complicated. Only detailed study of the industry of concern has the possibility of uncovering reliable relationships between innovation and industry behavior. One important form of competition, especially in certain network industries, is between open and closed systems. We have presented an example to illustrate how there is a tendency for systems to close even though an open system is socially more desirable. Rather than trying to use the antitrust laws to attack the maintenance of closed systems, an alternative approach would be to use intellectual property laws and regulations to promote open systems and the standard setting organizations that they require. Recognition that optimal policy toward R&D requires coordination between the antitrust and intellectual property laws is needed.

Filling Gaps in Incomplete Contracts: An Economic Theory of Default Rules

The legal rules of contracts and corporations can be divided into two distinct classes. The larger class consists of default rules that parties can contract around by prior agreement, while the smaller, but important, class consists of immutable rules that parties cannot change by contractual agreement. Default rules fill the gaps in incomplete contracts; they govern unless the parties contract around them. Immutable rules cannot be contracted around; they govern even if the parties attempt to contract around them. For example, under the Uniform Commercial Code (U.C.C.) the duty to act in good faith is an immutable part of any contract, while the warranty of merchantability is simply a default rule that parties can waive by agreement. Similarly, most corporate statutes require that stockholders elect directors annually but allow the articles of incorporation to contract around the default rule of straight voting. Statutory language such as [u]nless otherwise provided in the certificate of incorporation or [u]nless otherwise unambiguously indicated makes it easy to identify statutory default, but common-law precedents can also be divided into the default and immutable camps. For example, the common-law holding of Peevyhouse v. Garland Coal & Mining Co., which limited damages to diminution in value, could be contractually reversed by prospective parties. In contrast, the common law prerequisite of consideration is largely an immutable rule that parties cannot contractually abrogate

Internal versus External Capital Markets

This paper presents a framework for analyzing the costs and benefits of internal vs. external capital allocation. We focus primarily on comparing an internal capital market to bank lending. While both represent centralized forms of financing, in the former case the financing is owner-provided, while in the latter case it is not. We argue that the ownership aspect of internal capital allocation has three important consequences: 1) it leads to more monitoring than bank lending; 2) it reduces managers' entrepreneurial incentives; and 3) it makes it easier to efficiently redeploy the assets of projects that are performing poorly under existing management.

Settlement Escrows

This article is structured as follows. Part I considers the reasons why cases do not settle, or why they do not settle more quickly than they do, and discusses how settlement escrows can facilitate settlement in each context. Part II provides a game-theoretic model of a settlement escrow in order to further demonstrate how this device can reduce delay and promote settlement in the presence of asymmetric information. In the model, the use of an escrow device results in a higher level of settlement than would occur in the absence of the escrow, and thus saves transactions costs for the parties. In addition, the expected settlement is as close or closer to the true value of the claim than in the absence of a settlement escrow. Part III discusses some subtle issues and potential problems with the implementation of settlement escrows. Part IV briefly suggests some potential applications of the model outside the context of civil litigation and Part V addresses the relationships among arbitration, mediation, and settlement escrows

Set in Stone: Building America's New Generation of Arts Facilities, 1994-2008

In 2007, just before the domestic economy experienced a major trauma, the Cultural Policy Center at the Harris School and NORC at the University of Chicago launched a national study of cultural building in the United States. It was motivated by multiple requests from leading consultants in the cultural sector who found themselves involved in a steadily growing number of major building projects -- museums, performing arts centers (PACs), and theaters -- and from foundation officers who were frequently asked to help fund these infrastructure projects. With the generous support of the Andrew W. Mellon Foundation, the Kresge Foundation, and the John D. and Catherine T. MacArthur Foundation, we were able to conduct systematic scientific research on cultural building in the United States between 1994 and 2008 and come to a number of conclusions that have important implications for the cultural sector

The Informativeness of Prices: Search With Learning and Cost Uncertainty

Aggregate cost uncertainty, arising from real shocks or unanticipated inflation, reduces the informativeness of prices by scrambling relative and aggregate variations. But when agents can acquire additional information, such increased noise may in fact lead them to become better informed, and price competition will intensify. We examine these issues in a model of search with learning, where consumers search optimally from an unknown price distribution while firms price optimally given consumers' search rules. We show that the decisive factor in whether inflation variability increases or reduces the incentive to search, and thereby market efficiency, is the size of informational costs.