Mainstream policy discussions take as given that the United States will and must pay its debts in full and on time, and that restructuring is legally and politically impossible. In our judgment, this assumption is unwarranted. Far from being unthinkable, under some circumstances restructuring...

Insider trading, the most conspicuous misbehaviour of the stock market, is additionally one of the most troublesome & difficult one to crack by regulators around the globe. Insider trading is a term dependent upon numerous definitions and meanings and it envelops both lawful and disallowed...

We study securities litigation risk faced by foreign firms listed on U.S. exchanges. We find that U.S. listed foreign companies experience securities class action lawsuits at about half the rate as do U.S. firms with similar levels of ex ante litigation risk. The lower rate appears to be driven...

The limited liability company (LLC) is a much more popular business entity in some U.S. states than in others. This empirical study provides the first detailed analysis of this phenomenon, using a partly original set of cross-sectional state-level data. I find that formation fees, rather than...

This article addresses the proposition advanced by academic and press commentators that European corporation law promotes stockholder welfare better than its U.S. counterpart. Those who express that view often point to the stronger rights afforded to stockholders under the laws of the European...

The protection afforded to franchisees differs widely across the world. Nations with economically strong franchise sectors typically regulate the contract’s bargaining phase and post-formation. Responding to the European Parliament’s call for a review of regulations governing Europe’s...

Unnoticed in the literature on sovereign bonds, an innovation has been taking place over the past decade and a half. Starting with a single issuance in 2006 by Mexico and two issuances by Brazil in 2007, a small number of issuers have been using what are known as "doomsday" or "make whole" call...

Reverse termination fees (RTFs) are required payments by bidders when they “walk away” from a merger or acquisition, and vary significantly in size and design. In a large sample of manually collected U.S. deal contracts involving publicly traded bidders and targets, we examine the...

This paper recounts the history of hedge fund regulation in the United States over the last century, including Congressional legislation as well as legal cases mounted both by and against the Securities and Exchange Commission. Traditional arguments for and against hedge fund regulation are...