Contract Governance Dimensions in Law and Interdisciplinary Research

This book introduces and develops Contract Governance as a new approach to contract theory. While the concept of governance has already been developed in Williamson's seminal article, it has, ironically, not received much attention in general contract law theory. Indeed, Contract Governance appears to be an important and necessary complement to corporate governance and in fact, as the second, equally important pillar of governance research in the core of private law. With this in mind, Grundmann, Moslein, and Riesenhuber provide a novel approach in setting an international and interdisciplinary research agenda for developing contract law scholarship. Contract Governance focuses particularly on the ways in which a governance perspective leads to research questions that have been neglected in traditional contract law scholarship, and how, from a governance perspective, the questions are dealt with in a different manner and style.

Combining substantive chapters and commentaries, this collection of essays addresses an array of topics, including: third party impact and contract governance problems in herd behavior; governance of networks of contracts; governance in long-term contractual relationships; contract governance and rule setting; and contract governance and political dimensions.

Stefan Grundmann, Professor of Transnational Private and European Business Law, European University Institute, Florence and Professor of Private Law, Business Law and Legal Theory, Humboldt University, Berlin,Florian Moslein, Chair of Civil Law, German and European Economic Law Institute for Trade, and Commercial Law, Philipps-University Marburg,Karl Riesenhuber, Professor and Chair for Civil Law, German, and European Economic Law, Ruhr-University, Bochum

Stefan Grundmann is Professor of Law at the European University Institute, Florence, where he teaches transnational private law, business law, and legal theory. He also holds a professorship at Humboldt University, Berlin, for private and business law, and has held several international fellowships, currently as Hauser Global Law Professor at New York University. His areas of research interest include general contract law, company law, business law, corporate governance, legal theory, and European Private Law. Born in 1958 in Germany, Stefan Grundmann graduated from the Faculty of Law of Ludwig-Maximilian-University of Munich in 1983, where he also received his two doctorates in Law and in Philosophy. In 1989 he was awarded a Master of Laws (LL.M.) at the University of California (Berkeley). In Halle-Wittenberg he created the first interdisciplinary University curriculum/degree in law and economics. He is co-founder and president of the steering committee of the European Law School.


Florian Moslein is Professor of Law at the Philipps University Marburg, where he teaches Contract Law, Company Law, and Capital Markets Law. In addition, he is Schumpeter Fellow at the Munich Centre on Governance (MCG) at Ludwig Maximilians University, Munich. He previously held positions as Professor at the University of Bremen and as Associate Professor at the University of St. Gallen. He has also held several international fellowships, currently at Stanford Law School. His areas of research interest include Corporate Governance, Takeovers and Mergers, and European Private Law. Florian Moslein graduated from the Faculty of Law of the Ludwig-Maximilians-University of Munich in 1998, after having received the degree licence en droit at the University of Paris in 1996. He has also studied business administration and graduated in 1997 with the degree Diplom-Kaufmann. In 1999 he was awarded with the LL.M. in International Business Law at the University of London.


Professor Karl Riesenhuber is holder of the Chair for Civil Law, German and European Commercial and Economic Law at Ruhr-Universitat Bochum. He previously held positions as Professor at Europa-Universitat Viadrina, Frankfurt (Oder) and as assistant lecturer at Cambridge University Faculty of Law. Professor Riesenhuber was Feodor-Lynen Fellow of Alexander von Humboldt-Foundation (1999-2001) and Official Fellow at Wolfson College, Cambridge (2000/2001). He practised law as attorney (Rechtsanwalt) in Berlin at Dr Bezzenberger Law Office from 1995 to 2002. Professor Riesenhuber earned his law degree (Staatsexamen/Referendarexamen) from Albert-Ludwigs Universitat Freiburg i.B. (1990) and a degree of Master of Comparative Jurisprudence from the University of Texas at Austin School of Law (1991). He passed the Assessorexamen in Berlin in 1994.

Part I: The Overall Architecture of Contract Governance
1. Contract Governance: Dimensions in Law and Interdisciplinary Research, Stefan Grundmann, Karl Riesenhuber, and Florian Moslein
Part II: Third Party Impact and Contract Governance Problems in Herd Behaviour
2. The Concept of Herd Behaviour - Its Psychological and Neural Underpinnings, Tatsuya Kameda
Comment - Law, Economics and More: The Genius of Contract Governance, Peer Zumbansen
3. Moral Hazard and Herd Behaviour in the Financial Crisis, Bruno S. Frey and Reto Cueni
Comment - Whistle Blowing in the Stampede? Comment on Bruno Frey and Reto Cueni, Gunther Teubner
4. Herd Behaviour and Third Party Impact as a Legal Concept - On Tulips, Pyramid Games and Asset-backed Securities, Hans-W. Micklitz
Summary of the Discussion, Isabelle Wildhaber
Part III: Governance of Networks of Contracts
5. Contract, Uncertainty, and Innovation, Ronald J. Gilson and Charles F. Sabel, and Robert E. Scott
Comment, Gerard Hertig
6. Contractual Networks in a Socio-Economic Perspective, Richard Swedberg
Comment, Marc Amstutz
7. Deals - Contractual Governance, Michael Klausner
Summary of the Discussions, Florent Thouvenin
Part IV: Governance in Long-Term Contractual Relationships
8. Fairness and Reciprocity in Contract Governance, Stefan Magen
Comment - The Governance of Contract Relations: A Case for Fairness?, Peter Calliess
9. Cooperation, Games, and Economic Theory in Long-Term Relationships, Bruno Deffains and Dominique Demougin
Comment, Fernando Gomez-Pomar and Mireia Artigot i Golobardes
10. Opportunistic Behaviour in Long-Term Investment Relationships and Legal Answers, Clayton Gillette
Comment, Urs Schweizer
Summary of the Discussions, Stefan Wichary
Part V: Contract Governance and Rule Setting
11. Private Regulation and Industrial Organisation: the Network Approach, Fabrizio Cafaggi and Paola Iamiceli
Comment, Wolfgang Kerber
12. Flipping Wreck: Lex Mercatoria on the Shoals of Ius Cogens, Hugh Collins
Comment, Horst Eidenmuller
13. Innovation and the Role of Public-Private Collaboration in Contract Governance - Governing Global Finance: Towards Contractual Governance, Katharina Pistor
Comment The Vienna Initiative - A New Mode of Governance?, Gunnar Folke Schuppert
Summary of the Discussions, Susanne Augenhofer
Part VI: Contract Governance and Political Dimensions
14. Panel Discussion - Introductory Statements, Mats Isaksson, Kern Alexander, and Klaus J. Hopt