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...

Recent years have seen a rediscovery of the fact that a healthy financial and economic system cannot be based on the lowest common behavioural denominator of what is technically permissible under the black letter of the law. Something more is needed – variously described as ‘sound culture',...

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...

This chapter considers the landmark status of the House of Lords in Thorner v Major [2009] UKHL 18, understanding it as an example of story-telling in the law. The chapter explores the issues surrounding the equitable doctrine of proprietary estoppel, as it applies in particular in the context...

Legislative drafting mistakes can upset statutory schemes. The Affordable Care Act was nearly undone by such mistakes. The recent Tax Cuts and Jobs Act is rife with them. Traditional legal scholarship has examined whether courts should help resolve Congress's mistakes. But courts have remained...

Artificial intelligence (“AI”) is everywhere. And the recent explosion of new AI technologies and tools has introduced many new terms that you need to know to understand it. The technology fuels virtual assistants, like Apple’s Siri, helps physicians to spot cancer in MRIs and allows your...

Cognitive biases play a fundamental part in franchisor-franchisee deal making. Ordinarily, franchisors have more power and information than do franchisees. The disparity between these parties is often exacerbated by the franchisees' psychological dispositions. Are franchisees biased or...

This Article is the first comprehensive study of how American courts have resolved conflicts of laws arising from cross-border torts over the last four decades. This period coincides with the confluence of two independent forces: (1) a dramatic increase in the frequency and complexity of...