Henry B. Hansmann

Oscar M. Ruebhausen Professor Emeritus of Law

Ph.D. (Economics), Yale University, 1978

J.D., Yale Law School, 1974

A.B., Brown University, 1967

Courses Taught
  • Business Organizations
  • Contracts
  • Law, Economics, and Organization
  • Legal & Economic History of Enterprise
Henry B. Hansmann

Henry Hansmann is the Oscar M. Ruebhausen Professor Emeritus of Law at Yale Law School. He received both a J.D. and a Ph.D. in economics from Yale University. His scholarship has focused principally on the law and economics of organizational ownership and design. He has written extensively about nonprofit organizations, the relationship between contract law and organizational law, the historical evolution of organizational forms, and the structure of property rights. In addition to his many articles, he is the author of The Ownership of Enterprise and, with others, The Anatomy of Corporate Law: A Functional and Comparative Analysis. He is a fellow of the American Academy of Arts and Sciences, past recipient of a John Simon Guggenheim Foundation Fellowship, and past president of the American Law and Economics Association.


The Anatomy of Corporate LawThe Anatomy of Corporate Law:
A Functional and Comparative Analysis
(with Reinier Kraakman, John Armour, Paul Davies, Luca Enriques,
Gerard Hertig, Klaus Hopt, Hideki Kanda,
and Edward Rock) (Oxford University
Press, 2d ed, 2009) 


The Ownership of Enterprise  The Ownership of Enterprise
(Harvard University Press, 1996)






“Firm Ownership: The Legacy of Grossman and Hart,” forthcoming in Philippe Aghion, Mathias Dewatripont, Patrick Legros, and Luigi Zingales (eds.), The Impact of Incomplete Contracts on Economics (forthcoming 2015)

“Underdeveloped Organizations: Legal Entities and Asset Partitioning in Roman Commerce,” in Giuseppe Dari-Mattiacci, ed., The Law and Economics of Ancient Rome (Oxford University Press, forthcoming, 2015) (with Reinier Kraakman and Richard Squire)

“The Evolution of Shareholder Voting Rights: Separation of Ownership and Consumption,” 123 Yale Law Journal 948 (2014) (with Mariana Pargendler)

“All Firms are Cooperatives – And so are Governments,” 2 Journal of Entrepreneurial and Organizational Diversity 1-10 (Issue 2, 2013)

“A New View of Nineteenth-Century Corporate Voting Restrictions: Evidence from Brazil, England, and France,” 55 Business History 585-600 (2013) (with Mariana Pargendler)

“Legal Entities as Transferable Bundles of Contracts” 111 Michigan Law Review 715 (2013) (with Kenneth Ayotte)

“Ownership and Organizational Form,” in Robert Gibbons and John Roberts, eds., The Handbook of Organizational Economics 891-917 (Princeton University Press, 2012)

“Reflections on the End of History for Corporate Law," in Abdul Rasheed and Toru Yoshikawa, eds., Convergence of Corporate Governance:  Promise and Prospects (Palgrave Macmillan, 2012) (with Reinier Kraakman)

“The Evolving Economic Structure of Higher Education,” 79 University of Chicago Law Review 161-85 (2012)

“Regulatory Dualism as a Development Strategy:  Corporate Reform in Brazil, the United States, and the European Union,” 63 Stanford Law Review 475-537 (2011) (with Ronald Gilson and Mariana Pargendler)

“The Contractualization of Organizational Law,” in Stefan Grundmann, et al. (eds.), Festschrift für Klaus J. Hopt zum 70 Geburtstag: Unternehmen, Markt und Verantwortung, Vol 1, 747-764 (2010) (with Reinier Kraakman)

“The Economics of Nonprofit Organizations,” in Klaus Hopt and Thomas Hippel, eds., Comparative Corporate Governance of Non-Profit Organizations 60-72 (Cambridge U. P., 2010)

"Globalizing Commercial Litigation," 94:1 Cornell Law Review 1-72 (2008) (with Jens Dammann)

How Close Is the End of History?,” 31 Journal of Corporation Law 745-51 (2006)

"Corporation and Contract," 8 American Law and Economics Review 1-19 (2006)

"Law and the Rise of the Firm," 119 Harvard Law Review 1333-1403 (2006) (with Reinier Kraakman and Richard Squire)

The New Business Entities in Evolutionary Perspective,” Illinois Law Review 5-14 (2005) (with Reinier Kraakman and Richard Squire)

"Chapter 3: The Basic Governance Structure," in Reinier Kraakman, Paul Davies, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, and Edward Rock, The Anatomy of Corporate Law:  A Functional and Comparative Analysis (Oxford University Press, 2004) (with Reinier Kraakman)

"Chapter 2: Agency Problems and Legal Strategies," in Reinier Kraakman, Paul Davies, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, and Edward Rock, The Anatomy of Corporate Law:  A Functional and Comparative Analysis (Oxford University Press, 2004) (with Reinier Kraakman)

"Chapter I:  What Is Corporate Law?," in Reinier Kraakman, Paul Davies, Henry Hansmann, Gerard Hertig, Klaus Hopt, Hideki Kanda, and Edward Rock, The Anatomy of Corporate Law:  A Functional and Comparative Analysis (Oxford University Press, 2004) (with Reinier Kraakman)

"The Role of Trust in Nonprofit Enterprise," Chapter 6 in Helmut Anheier and Avner Ben-Ner, eds., The Study of Nonprofit Enterprise:  Theories and Approaches (Kuwer Academic Publishers, 2003)

Ownership Form And Trapped Capital In the Hospital Industry,” in Edward Glaeser, ed., The Governance of Not-For-Profit Organizations (University of Chicago Press, 2003) (with Daniel Kessler and Mark McClellan)

"Property, Contract, and Verification: The Numerus Clausus Problem and the Divisibility of Rights," 31 Journal of Legal Studies 373-420 (2002) (with Reinier Kraakman)

Toward a Single Model of Corporate Law?,” in J. McCahery, P. Moerland, T. Raaijmakers, and L. Renneboog, eds., Corporate Governance Regimes:  Convergence and Diversity (Oxford University Press, 2002) (with Reinier Kraakman)

"A Reform Agenda for the Law of Nonprofit Organizations," in Klaus Hopt & Dieter Reuter, eds., Stiftungsrecht in Europa 241-72 (Carl Heymanns Verlag, 2001)

"Royalties for Artists Versus Royalties for Authors and Composers," 25 Journal of Cultural Economics 259-81 (2001) (with Marina Santilli)

"The End of History for Corporate Law," 89 Georgetown Law Journal 439-68 (2001) (with Reinier Kraakman), reprinted in Jeffrey Gordon and Mark Roe, eds., Convergence and Persistence in Corporate Governance (Cambridge University Press, 2004)

"The Essential Role of Organizational Law," 110 Yale Law Journal 387-440 (2000) (with Reinier Kraakman)

"Organizational Law as Asset Partitioning," 44 European Economic Review 807-17 (2000)

"Nonprofit Organizations in Perspective," 29 Nonprofit and Voluntary Sector Quarterly 179-84 (2000)

"Proprieta' e Concorrenza nell'Istruzione Universitaria" (AOwnership and Competition in Higher Education), 1 Mercato Concorrenza Regole 475-96 (1999) (English version).

"Cooperative Firms in Theory and Practice," 1999 Finnish Journal of Business Economics 387-403 (1999)

"Higher Education as an Associative Good," in Maureen Devlin & Joel Meyerson, eds., Forum Futures: 1999 Papers 11-24 (Foundation for the Future of Higher Education, 1999)

"Employee Ownership and Unions: Lessons from the Airline Industry," in Samuel Estreicher, ed., Employee Representation in the Emerging Workplace: Alternatives/Supplements to Collective Bargaining 573-80 (Kluwer Law International, 1998).

Entry on "Employee Ownership of Firms" in The New Palgrave Dictionary of Economics and the Law (1998).

Entry on "Ownership of the Firm" in The New Palgrave Dictionary of Economics and the Law (1998).

"The Functions of Trust Law:  A Comparative Legal and Economic Analysis" (with Ugo Mattei), 73 New York University Law Review 434-79 (1998)

"Authors' and Artists' Moral Rights:  A Comparative Legal and Economic Analysis," 26 Journal of Legal Studies 95-144 (1997) (with Marina Santilli)

"What Determines Firm Boundaries in Biotech?," 152 Journal of Institutional and Theoretical Economics 220-25 (1996)

"The Changing Roles of Public, Private, and Nonprofit Enterprise in Education, Health Care, and Other Human Services," in Victor Fuchs, ed., Individual and Social Responsibility:  Child Care, Education, Medical Care, and Long-Term Care in America (University of Chicago Press, 1996)

"The Value and Instruments of Competition in Higher Education," in I Valori della Concorrenza (The Value of Competition) (Centro Nazionale di Prevenzione e Difesa Sociale, ed., 1993)

"Worker Participation and Corporate Governance," 43 University of Toronto Law Journal 589-606 (1993)

"Probleme von Kollektiventscheidungen und Theorie der Firma -- Folgerungen für die Arbeitnehmermitbestimmung," in Claus Ott and Hans-Bernd Schäfer, editors, Ökonomische Analyse des Unternehmensrechts 287-305 (1993)

"A Procedural Focus on Unlimited Shareholder Liability," 106 Harvard Law Review 446-59 (1992) (with Reinier Kraakman)

"Do the Capital Markets Compel Limited Liability?  A Response to Professor Grundfest," 102 Yale Law Journal 427-36 (1992) (with Reinier Kraakman)

"Hands-Tying Contracts:  Book Publishing, Venture Capital Financing, and Secured Debt," 8 Journal of Law, Economics, and Organization 628-36 (1992) (with Reinier Kraakman)

"Toward Unlimited Shareholder Liability for Corporate Torts," 100 Yale Law Journal 1879-1934 (1991) (with Reinier Kraakman)

"Condominium and Cooperative Housing:  Transactional Efficiency, Tax Subsidies, and Tenure Choice," 20 Journal of Legal Studies 25-71 (1991)

"When Does Worker Ownership Work?  ESOPs, Law Firms, Codetermination, and Economic Democracy," 99 Yale Law Journal 1749-1816 (1990)

"Why Do Universities Have Endowments?," 19 Journal of Legal Studies 3-42 (1990)

"The Viability of Worker Ownership:  An Economic Perspective on the Political Structure of the Firm," in M. Aoki, B. Gustafsson, and O. Williamson, The Firm as a Nexus of Treaties (Sage, 1990)

"The Economic Role of Commercial Nonprofits:  The Evolution of the Savings Bank Industry," in H. Anheier and W. Seibel, eds., The Third Sector:  Comparative Studies of Nonprofit Organizations (de Gruyter, 1989)

"The Evolving Law of Nonprofit Organizations:  Do Current Trends Make Good Policy?," 39 Case Western Reserve Law Review 807-27 (1989)

"Unfair Competition and the Unrelated Business Income Tax," 75 Virginia Law Review 605-35 (1989)

"The Two Nonprofit Sectors," in V. Hodgkinson and R. Lyman, eds., The Future of the Nonprofit Sector (Jossey-Bass, 1989)

"The Economics and Ethics of Markets for Human Organs," 14 Journal of Health Policy, Politics and Law 57-85 (1989), reprinted in J. Blumstein and F. Sloan, eds., Organ Transplantation Policy:  Issues and Prospects (1989)

"Ownership of the Firm," 4 Journal of Law, Economics, and Organization 267 304 (1988), reprinted in Lucian Bebchuk, ed., Corporate Law and Economic Analysis (Cambridge University Press, 1990)

"The Effect of Tax Exemption and Other Factors on the Market Share of Nonprofit Versus For Profit Firms," 40 National Tax Journal 71 82 (1987)

"Economic Theories of the Nonprofit Sector," in W. Powell, ed., The Nonprofit Sector 27 42 (Yale University Press, 1987)

"A Theory of Status Organizations," 2 Journal of Law, Economics, and Organization 119 30 (1986)

"The Organization of Insurance Companies:  Mutual Versus Stock," 1 Journal of Law, Economics, and Organization 125 53 (1985)

"The Current State of Law and Economics Scholarship," 33 Journal of Legal Education 217 36 (1983)

Review of P. Burrows and C. Veljanovski, The Economic Approach to Law, 3 International Review of Law and Economics 89 104 (1983)

"Population Heterogeneity and the Sociogenesis of Homicide," 61 Social Forces 206 24 (1982) (with John M. Quigley)

"The Rationale for Exempting Nonprofit Organizations from Corporate Income Taxation," 91 Yale Law Journal 54 100 (1981), reprinted in Susan Rose-Ackerman, ed., The Economics of Nonprofit Institutions (Oxford University Press, 1986)

"Nonprofit Enterprise in the Performing Arts," 12 Bell Journal of Economics 341 61 (1981), reprinted in Paul DiMaggio, ed., Nonprofit Enterprise in the Arts (Oxford University Press, 1986)

"Why Are Nonprofits Exempted from Corporate Income Taxation?," in M. White, ed., The Interaction of the Public, Private, and Non Profit Sectors 115 134 (Urban Institute, 1981)

"Reforming Nonprofit Corporation Law," 129 University of Pennsylvania Law Review 497 623 (1981)

"The Role of Nonprofit Enterprise," 89 Yale Law Journal 835 901 (1980), reprinted in Susan Rose Ackerman, ed., The Economics of Nonprofit Institutions (Oxford University Press, 1986)

"The Coase Proposition, Information Constraints, and Long Run Equilibrium:  Comment," 67 American Economic Review 459 63 (1977) 

"Piggyback Jurisdiction in the Proposed Federal Criminal Code," 81 Yale Law Journal 1209 42 (1972)


“Virtual Ownership and Managerial Distance: The Governance of Industrial Foundations” (2013) (with Steen Thomsen)