A combined treatment of corporate finance and corporate governance is herein proposed. Debt and equity are treated not mainly as alternative financial instruments, but rather as alternative governance structures. Debt governance works mainly out of rules, while equity governance allows much greater discretion. A project‐financing approach is adopted. I argue that whether a project should be financed by debt or by equity depends principally on the characteristics of the assets. Transaction‐cost reasoning supports the use of debt (rules) to finance redeployable assets, while non‐redeployable assets are financed by equity (discretion). Experiences with leasing and leveraged buyouts are used to illustrate the argument. The article also compares and contrasts the transaction‐cost approach with the agency approach to the study of economic organization.

Economic historians have long been interested in the determinants of firm replacement policy under conditions of rapid technological development. This paper develops two models of replacement behavior--one with neutral and one with labor-saving technical change--under conditions of embodiment. Expressions for the optimal life of capital equipment are derived assuming environmental conditions consistent with the British and American textile sectors from the 1820s to the 1850s. The paper explores the influence of technical progress parameters, wages, interest rates, capital goods prices and output prices on the replacement decision. The paper concludes that tariff policy has had a significant impact on replacement and, further, that it helps shed considerable light on the divergent experience of these economies with the growth of industrial productivity.

There is a great deal of evidence that almost all organizational structures tend to produce false images in the decision-maker, and that the larger and more authoritarian the organization, the better the chance that its top decision-makers will be operating in purely imaginary worlds. This perhaps is the most fundamental reason for supposing that there are ultimately diminishing returns to scale.