Structured Investment Vehicles or SIVs are highly complex derivative-related vehicles and products, typically involving offshore “bankruptcy-remote” special purpose companies and trusts, complex rules for the management of portfolios of derivative assets and additional rules for the...

This paper offers a model to formalize the economic theory of derivative actions developed during the last 30 years. From this perspective, the derivative action presents two interrelated problems. The first is how to solve the collective action problem that prevents that minority shareholders...

The ad hoc institutional configurations that facilitated the resolution of sovereign insolvency for over thirty years are fragmenting. In the absence of an acceptable alternative, the recent pari passu decision reveals the dangers of common law courts pressured to enforce contracts and paper...

This paper contrasts UK and US governance of M&A break fees to see what the contrast can teach us about trade-offs between litigation and regulation as modes of governance, including how laws change under each regime over time. Data on 1,136 bids in 1989-2008 and 61 fee disputes show: (1) the UK...

The article discusses the rights of unnamed class members in class actions and shareholders in corporate derivative suits to appeal court orders approving the settlement of their claims. As representative actions, class actions and derivative suits by definition necessarily determine the rights...

The present paper explores the link between bankruptcy law and firms' dynamics, focusing on Italy as a case study. Relying on a previous literature dealing with the concept of entrepreneurship “friendly” bankruptcy law, we stress the idea that bankruptcy institutions, although connected to a...

This Article presents a skeptical, though not dismissive, view of appraisal arbitrage. While there are benefits associated with appraisal litigation, the Article introduces both economic theory and empirical evidence demonstrating that increased levels of appraisal arbitrage also create...

When shareholders of a target firm expect a value improving takeover to be successful, they are individually better off not tendering their shares to the buyer and the takeover potentially fails. Squeeze-out procedures can overcome this free-riding dilemma by allowing a buyer to enforce a payout...

In today's regulatory environment, a corporation engaged in wrongdoing can be sure of one thing: regulators will point to an ineffective compliance program as a key cause of institutional misconduct. The explosion in the importance of compliance is unsurprising given the emphasis that...