Over 20 years, M&A contracts have more than doubled in size – from 35 to 88 single-spaced pages in this paper's font. They have also grown significantly in linguistic complexity – from post-graduate “grade 20” to post-doctoral “grade 30”. A substantial portion (lower bound ~20%) of...

Should managers be liable for ill-conceived business decisions? One answer is given by U.S. courts, which almost never hold managers liable for their mistakes. In this paper, we address the question in a theoretical model of delegated decision making. We find that courts should indeed be lenient...

Should managers be liable for ill-conceived business decisions? One answer is given by U.S. courts, which almost never hold managers liable for their mistakes. In this paper, we address the question in a theoretical model of delegated decision making. We find that courts should indeed be lenient...

The worldwide integration of capital markets makes progress and has led both issuers and investors to being active on various markets on both sides of the Atlantic. In times of financial crises, this brings one question into the centre of attention which had not been discussed exhaustively...

With the enactment of the 2005 Collective Settlement of Mass Damage Act (WCAM 2005) the Dutch legal system and indeed Dutch society has taken a significant step towards a more efficient resolution of mass damage claims. The WCAM 2005 seems especially promising for attaining relatively swift...

This Article seeks to challenge the corporate-constructed image of American business and American industry. By focusing on the automotive industry and particularly on the tenuous relationship between the rhetoric of automotive industry advertising and the realities of doctrinal corporate law, I...

This article is based on a lecture at Nihon College of Law in Tokyo and draws on William K.S. Wang & Marc I. Steinberg, Insider Trading (Oxford University Press 3d ed. 2010); and William K.S. Wang, Stock Market Insider Trading: Victims, Violators, and Remedies–Including an Analogy to Fraud in...

On September 17, 2009, Boston Private Financial Holdings (BPFH) sold its Coral Gables, Florida based Gibraltar Private Bank & Trust subsidiary for $93 million. On October 27, 2009, Scott Rothstein fled to Morocco on a private jet before turning himself in to authorities. Mr. Rothstein has...

Credit rating agencies (CRAs) are not subject to broad, negligence-based liability vis-à-vis third parties such as investors. As a consequence, incentives to take an optimistic, rather than a pessimistic-conservative approach in rating firms or financial products are strong. The EU-Commission...