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 lenders that fund Chapter 11 reorganizations exert significant influence over the bankruptcy process through the contract associated with the debtor-in-possession (“DIP”) loan. In this Article, we study a large sample of DIP loan contracts and document a trend: over the past three...

Many studies use country-specific evidence to investigate research questions of broad interest due to research advantages of a given country, such as data availability or to exploit an exogenous event that allows identification. One such research stream examines Canadian directors' and officers'...

Fiduciary duties are often today held out as typical instruments of shareholder protection in the common law of both the US and the UK, which are sometimes held out as examples for a consensus model for what is considered good corporate law conducive to good capital market development. However,...

The strong presumption against extraterritorial application of federal securities laws, as articulated in Morrison v. National Australia Bank, has significant implications for liability under Section 11 of the Securities Act. Morrison restricts federal securities law liability to purchases or...

Many legal systems have been converging toward a US shareholder-centric model of corporate law and governance. This includes de jure rules relating to derivative enforcement. Despite convergence of the UK system towards the US model, each system continues to diverge as regards levels of...

U.S. districts courts have been increasingly faced with international cases that involve foreign litigants and foreign conduct. Despite an abundance of doctrinal analyses on the U.S. Supreme Court's decisions involving extraterritorial civil jurisdiction, there are abysmally few empirical...

And hence, it is precisely such active traders that may be shown not to have relied on the integrity of the market price or on the allegedly false statement but nevertheless remained in the class through settlement (because of the presumption at the certification stage) that might collect the...

This article uses the FTC's October 2003 white paper on the U.S. patent system as the point of departure for a plenary critique of the system from an economic perspective. Taking the fresh viewpoint of "Alice in Wonderland" - an Englishwoman familiar with the Statute of Monopolies and...

This paper considers the ramifications of the landmark US Appeals Court decision in USA v Connolly & Black (decided January 27, 2022) to acquit on all charges, 2 former Deutsche Bank trader’s Matthew Connolly and Gavin Campbell Black, who had been accused of conspiracy to defraud and false and...