State regulation of lawyers has failed to keep pace with the increased complexity and geographic scope of law practice. A particular problem is that lawyers in the branch office of a multi-jurisdictional firm are subject to the ethical rules of the state in which the branch office is located....

One of the most important developments in the capital markets over the past decade presents a puzzle that needs to be solved. The development is the dramatic expansion of the unregulated market for private securities in the United States. The puzzle is that public choice theory, the dominant...

On September 30, 2015, the United States Court of Appeals for the Ninth Circuit held in O’Bannon v. National Collegiate Athletic Association that the National Collegiate Athletic Association (“NCAA”) violated Section 1 of the Sherman Act by prohibiting member colleges from offering their...

This Article advances the retirement reform debate by looking more closely at the fiduciary relationship that exists between trustees and beneficiaries involving public sector employee pension funds. It offers a singular view from historic equity. The Article aims to see how equity in the...

Clearinghouses are the centerpiece of global policymakers’ 2009 framework of reforms in the over-the-counter derivative markets in response to the 2007–08 financial crisis. Dodd-Frank’s Title VII implemented these reforms in the U.S. More than ten years have now passed since the...

In this article we examine the relation between the maturity of sovereign debt and the choice of foreign or local contract terms (parameters). Our primary finding is that the maturities of bonds issued by non-investment-grade (NIG) sovereigns are greater when the bonds are written in foreign...

The appropriate focus of corporate purpose has long been debated by scholars, investors, and legal counsel alike, with the majority of these arguments focused on the seeming dichotomy between shareholder wealth maximization and stakeholder capitalism. These modern debates are inextricably tied...

Two recent cases, one from New Zealand and the other from the UK, highlight issues relating to the intersection between company law and securities law. In one, the directors attempted to defend alleged breaches of the statutory duty to make full prospectus disclosure by asserting that they were...

Corporate law scholars have taken investors' rational apathy for granted for many years, considering it a necessary evil once ownership is no longer closely held. But how significant is retail investors' apathy and what is its impact? This Article is the first to provide comprehensive data on...