Since the adoption of Uniform Commercial Code Article 9 in American jurisdictions in the 1960s, scholars have debated the desirability of the extraordinary priority given to secured creditors. Through a point-by-point comparison of English and American security interests, this article provides a...

This Article proposes and describes operationally a rule-based method for comparing corporate or other entity laws. The method consists of six steps. The first step is to create a hypothetical fact scenario that raises the aspect of corporate law that is of interest to the researchers. The...

In economic theory, the residual owner is the perfect person to control the bankrupt firm. The residual owner risks its own money and has incentives identical to those of the firm. But in more than fifteen years of trying, scholars have not been able to specify a mechanism that would identify...

This paper extends Professor Margaret Blair and Lynn Stout's pathbreaking Team Production Theory of Corporate Law to the bankruptcy reorganization of public companies. The paper begins by describing the prevailing contractarian theory of bankruptcy reorganization, the Creditors' Bargain theory...

Based on systems/strategic analysis, this paper predicts the complete failure of legal liability system. Liability is the system by which injured persons recover money damages from those who injure them. The system operates through the entry and enforcement of judgments by the courts. The paper...

Delaware dominates the competition to sell corporate charters. Leading scholars consider that dominance so great as to be irreversible. This book chapter argues that the advent of arbitration bylaws makes reversal not merely possible, but likely.Delaware's competitive advantage results almost...

This manuscript is the first chapter from a law school casebook in the Aspen Casebook Series. The casebook, Business Associations: A Systems Approach, is scheduled for publication on September 15, 2020. The book is grounded in the understanding that corporations, partnerships, LLCs, and limited...

VisiLaw is a system for marking statutes to make them easier to read. This paper contains a short introduction to VisiLaw and a complete, VisiLaw-marked, copy of the Delaware General Corporation Law. The corporation law is current through end of the legislative session on June 30, 2019. It...