This article uses the recent Delaware Chancery Court case ofHexion v. Huntsman as a template for motivating thoughts about how contract law should interpret contractual conditions in general--and "material adverse event"provisions in particular-within environments of extreme ambiguity (as opposed to risk). Although ambiguity and aversion thereto bear some facial similarities to risk and risk av...

This paper analyses contract design in a decentralized market environment with frictions. While principals (e.g., firms) have all contractual power, their market power is constrained as agents (e.g., workers) can choose to wait and search for better offers. We find that results depend crucially on how market frictions affect agents’ utilities. With type-independent costs of search and waiting, ...

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The article provides an overview of the legal relationships in Open Source Structures. It shows that – as within all software development and distribution models – different persons with different “functions” (developer, distributor, and user) can conclude contracts concerning various objects of agreement. 1 Legal Aspects of Open Source Software The terms “Open Source Software” or “Free Softwar...

This paper explains frequently observed coexistence of deficient property rights and heavy bureaucracies. We suggest that there is a specific role for bureaucracies in environments with insure property rights. In such situations, bureaucracies substitute for enforceable contracts. We study irreversible investment in an asset over which property rights are unclear, and model the property rights ...

☆ We would like to thank Sandeep Baliga, Kaniska D Prendergast, Eric Maskin, Martin Wittenberg, and es erees for helpful feedback, and Devaki Ghose for rese thor would like to thank the Institute for Adv hospitality during the academic year 2000–01 when was written. A more recent version was circulated as dogenousMatching in Partnerships”, C.E.P.R. Discussion Pa thor thanks the Social Sciences ...

An increasing trend of economic agents is to form productive associations such as networks, platforms, and other hybrids. Subsets of these agents contract with each other to further their network project and these contracts can create benefits for, or impose costs on, agentswho are not contract parties. Contract law regulates third party claims against contract parties with the third-party bene...

We analyze a data set of 55 contracts between state and local election jurisdictions and voting system vendors for transparency-inhibiting terms and provisions. We discuss the advantages and disadvantages of certain provisions and make recommendations that jurisdictions can follow to better support transparency in the elections process.