Cash Tender Offers for Shares—A Reply to Chairman Cohen

In the past few years, the corporate takeover device of the cash tender offer has grown in frequency, and thus in importance. Concomitantly, legislation designed to sweep this relatively unregulated method of acquiring corporate control into the ambit of the SEC has been proffered. In response to the reasons which have been propounded in favor of such regulation, the author analyzes the pending legislation, appraises its likely consequences, and evaluates its objectives

Cash Tender Offers for Shares—A Reply to Chairman Cohen

In the past few years, the corporate takeover device of the cash tender offer has grown in frequency, and thus in importance. Concomitantly, legislation designed to sweep this relatively unregulated method of acquiring corporate control into the ambit of the SEC has been proffered. In response to the reasons which have been propounded in favor of such regulation, the author analyzes the pending legislation, appraises its likely consequences, and evaluates its objectives

An approximate MO-LCAO-SCF method including overlap

Molecular orbital method based on atomic self consistent field functions and applicable where pi electron restrictions not fulfille

Insider Trading: Hayek, Virtual Markets, and the Dog that Did Not Bark.

This Essay briefly reexamines the great debates on the role of insider trading in the corporate system from the perspectives of efficiency of capital markets, harm to individual investors, and executive compensation. The focus is on the mystery of why trading by all kinds of insiders as well as knowledgeable outsiders was studiously ignored by the business and investment communities before the advent of insider trading regulation. It is hardly conceivable that officers, directors, and controlling shareholders would have remained totally silent in the face of widespread insider trading if they had seen the practice as being harmful to the company, to themselves, or to investors. By analogy with the famous article by Friedrich Hayek, The Use of Knowledge in Society, this Essay considers the problem of obtaining necessary information for managers of large corporate enterprises. The suggested analytical framework views the share price, sensitively impacted by informed trading, as a mechanism for timely transmission of valuable information to top managers and large shareholders. Informed trading in the stock market is also compared to “prediction” or “virtual” markets currently used by corporations and policymakers.

The Evolution of Antitrust Doctrine After \u3ci\u3eOhio v. Amex\u3c/i\u3e and the \u3ci\u3eApple v. Pepper\u3c/i\u3e Decision That Should Have Been

If the Supreme Court’s recent decision in Apple Inc. v. Pepper (Apple) had hewed to the precedent established by Ohio v. American Express Co. (Amex), it would have begun its antitrust inquiry with the observation that the relevant market for the provision of app services is an integrated one, in which the overall effect of Apple’s conduct on both app users and app developers must be evaluated. A crucial implication of the Amex decision is that participants on both sides of a transactional platform are part of the same relevant market, and the terms of their relationship to the platform are inextricably intertwined. We believe the Amex Court was correct in deciding that effects falling on the “other” side of a tightly integrated, two-sided market from challenged conduct must be addressed by the plaintiff in making its prima facie case. But that outcome entails a market definition that places both sides of such a market in the same relevant market for antitrust analysis. As a result, the Amex Court’s holding should also have required a finding in Apple that an app user on one side of the platform who transacts with an app developer on the other side of the market, in a transaction made possible and directly intermediated by Apple’s App Store, is similarly deemed to be in the same market for standing purposes. Under the proper conception of the market, it is difficult to maintain that either side does not have standing to sue the platform for alleged anticompetitive conduct relating to the terms of its overall pricing structure, whether the specific terms at issue apply directly to that side or not. Both end users and app developers are “direct” purchasers from Apple—of superficially different products, but in a single, inextricably interrelated market. Both groups should have standing and should be able to establish antitrust injury—harm to competition—by showing harm to either group, as long as they can establish the requisite interrelatedness of the two sides of the market. As we discuss, such a result would have been consistent with the way antitrust doctrine has long evolved—in both its substantive and its procedural aspects—to reflect new economic knowledge, particularly with respect to such “nonstandard” business models. I. Introduction ... A. Ohio v. American Express Co. and Apple Inc. v. Pepper: A Failure of Antitrust Doctrinal Evolution II. The Nexus Between Procedure and Substance in Antitrust Law ... A. Quick Look and the Evolution of the Standards of Antitrust Review ... B. The Interplay of Procedure and Substance in the Doctrines of Antitrust Standing ... 1. Antitrust Injury and Antitrust Standing ... 2. The Indirect Purchaser Doctrine III. Nonstandard Contracts and Antitrust Doctrine: Accommodating the Economics of Two-Sided Markets in Antitrust Procedure ... A. The Basic Economics of Two-Sided Markets ... B. Amex, Market Definition, and Effects Analysis ... 1. Implications for the Consideration of “Out-of-Market” Effects ... C. The Relationship Between Market Definition and Standing IV. The Court’s Failure to Incorporate the Economics of Two-Sided Markets in Its Apple Inc. v. Pepper Decision ... A. Campos v. Ticketmaster and the Error of Doctrinal Formalism ... 1. The Consequences of the Formalistic Application of Illinois Brick to New Business Models V. What the Proper Procedural Analysis in Apple Inc. v. Pepper Would Have Looked Like ... A. Procedure Does Not Determine Substantive Outcomes VI. Conclusio

Fuels for Future Electric Power

OVER THE NEXT FORTY YEARS, THE U.S. WILL EXPERIENCE PROBLEMS BECAUSE OF DWINDLING SUPPLIES OF FOSSIL FUELS AND AN INCREASING DEPENDENCE ON FOREIGN OIL. SEVERAL ALTERNATIVES ARE AVAILABLE, SUCH AS MORE STRINGENT CONSERVATION MEASURES OR ALTERNATIVE SOURCES OF ENERGY. HOWEVER, NO SINGLE ALTERNATIVE WILL BE SUFFICIENT. A STUDY WAS CONDUCTED TO DETERMINE THE MOST EFFICIENT ALLOCATION POSSIBLE OF RESOURCES. THE ANALYSIS WAS CONDUCTED ON THE BASIS OF ASSUMED HAPPENINGS IN THE FUTURE RATHER THAN BY PROJECTING HISTORIC TRENDS INTO THE FUTURE. FOR EXAMPLE, AS ONE SOURCE OF ENERGY SUCH AS OIL BECOMES MORE SCARCE, THE COST WILL GO UP, INDUCING A CHANGE TO ANOTHER SOURCE. SYNTHETIC FUELS FROM COAL AND HYDROGEN FROM ELECTROLYSIS WILL BECOME MORE PRACTICAL BY THE END OF THE CENTURY. COAL AND OIL WILL BE USED. HEAVILY THIS CENTURY WITH NUCLEAR FUEL BECOMING MORE EFFICIENT EARLY IN THE NEXT CENTURY. CHART

Global Climate Change and the Equity-Efficiency Puzzle

There is a broad consensus that the costs of abatement of global climate change can be reduced efficiently through the assignment of quota rights, and through international trade in these rights. But there is no consensus on whether the initial assignment of emission permits can affect the Pareto-optimal global level of abatement. This paper provides some insight into the equity-efficiency puzzle. Qualitative results are obtained from a small-scale model, and then quantitative evidence of separability is obtained from MERGE, a multi-region integrated assessment model. It is shown that if all the costs of climate change can be expressed in terms of GDP losses, Pareto-efficient abatement strategies are independent of the initial allocation of emission rights. This is the case sometimes described as "market damages". If, however, different regions assign different values to non-market damages such as species losses, different sharing rules may affect the Pareto-optimal level of greenhouse gas abatement. Separability may then be demonstrated only in specific cases (e.g. identical welfare functions or quasi-linearity of preferences or small shares of wealth devoted to abatement)International climate policy; Global climate change