Efficiency is the dominant theoretical paradigm in contemporary corporate and commercial law scholarship. The jurisprudential foundations of corporate and commercial law, then, are the foundations of efficiency analysis. They present a mix of historical, moral, and methodological questions, as well as issues of institutional design. What are the historical roots of efficiency analysis in contract, sales, and corporate law? Is moral theory irrelevant to efficiency analysis in these areas? If moral theory is relevant, are morality and efficiency compatible? Even if efficiency is otherwise reasonable as a normative goal in corporate and commercial law, does the complexity of efficiency make it practical to administer in adjudication? What is the best way of pursuing efficiency in corporate and commercial law? The essays in this volume address one or more of these jurisprudential questions.

The historical roots of efficiency analysis. In Chapter 1, “Karl Llewellyn and the Origins of Contract Theory,” Alan Schwartz argues that Llewellyn was an important proponent of the modern law and economics approach to regulating contracts. The received view of Llewellyn depicts him as a rule-sceptic who sometimes advocated the regulation of sales contracts by standards other than economic efficiency. Schwartz rejects the received view, based on a critical evaluation of Llewellyn's writings on sales law between 1925 and 1940. Llewellyn's proposals, as efforts at law reform, assumed the existence and efficacy of legal rules regulating sales contracts, and only sought to replace bad rules with better ones.