Directors owe fiduciary duties of care and loyalty to their corporations, and by extension to their shareholders. When a corporation approaches or enters insolvency, however, courts have recently found that the fiduciary duty calculus may change. Recognizing that creditors have financial...

The paper examines the main legal forms of legal entities, the use of which is characteristic of the commercial activities in «offshore» zones and jurisdictions which enable the creation of preferential tax, financial, informational and legal conditions for entrepreneurs.The article gives a...

In Mac's Shell Serv., Inc. v. Shell Oil Prods. Co., 559 U.S. 175 (2010), the Supreme Court held that a service station franchisee pursuing a claim of constructive termination against the franchisor must, under the Petroleum Marketing Practices Act, 15 U.S.C. §§ 2801-2841 (1978), abandon the...

The general trend away from traditional, formal insolvency proceedings opens up a vast area to private ordering, with all the associated opportunities and risks. The transition can be less costly if the resulting uncertainty is reduced to a minimum. This presents national legislators with a...

As businesses and other entities have sought to collect more personal data on individuals, the public has pushed back, and lawmakers throughout the United States and elsewhere have responded by passing data protection laws. Recent data protection laws passed by the European Union and by several...

There is a growing consensus among regulators and commentators that some cryptocurrencies (so-called ‘investment tokens' or ‘security tokens') are securities, provided that they grant their owner rights that are comparable to those of an investor. As a consequence, EU initial disclosure...

The common-law mortgage has been much maligned. Legal historians have called it everything from “clumsy” to “mendacious.” Following their lead, the current Restatement (Third) of Property: Mortgages, and the leading treatise on mortgage law, denounce the modern incarnation of the...

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...

The U.S. tri‐party repo market is one of the most active and liquid in global capital markets. Even more specialized than traditional repo, tri‐party repo has often operated in the shadows of global finance. The U.S. Federal Reserve, however, has helped make this market more transparent and...