In re RegO Co. involved the classic conflict between mass products liability claims and corporate dissolution law and the so-called fiduciary duty to creditors. If the duty to creditors is created only at insolvency or dissolution, what principle of corporate law justifies the transformation?...

Corporate law scholarship has long debated the extent to which corporate law rules are default or mandatory. It has paid less attention to corporate law's "altering rules," which prescribe what a corporation must do for its attempt at opting out of a given default rule to be recognized as...

Research on the statutory license for certain types of copyright-protected content has revealed an unlikely symbiosis between uncertainty and efficiency. Contrary to received wisdom, which tells us that in order to increase efficiency, we must increase stability, this Article will show that...

This paper examines whether bond market participants alter their credit risk assessments of firms that appoint the corporate general counsel (GC) to senior management. GCs may place less emphasis on their gatekeeping responsibilities upon appointment to senior management, thus potentially...

Systemically important financial institutions are broadly considered to impose a risk to the entire economy upon failure; thus taxpayers act upon their failure, providing them with an implied insurance policy for ongoing liquidity. Yet taxpayers frequently provide de-facto liquidity insurance for...

Discusses the Supreme Court decision in Mills v HSBC Trustee (CI) Ltd, also known as Re Kaupthing Singer & Friedlander Ltd (In Administration) on whether the rule against double proof prevented the operation of the rule in Cherry v Boultbee, which was simply a form of equitable set-off, in...

The current majority rule for handling the discharge of tax debt related to a tardily filed tax return is severely distorted and antithetical to sound bankruptcy and taxation policy. For years, it was established law that bankruptcy could discharge stale tax debts. Indeed, the Bankruptcy Code...