Delaware's courts and well-developed case law are widely seen as integral elements of Delaware's success in attracting incorporations. However, as we show using empirical evidence involving reported judicial decisions and filed cases concerning large mergers and acquisitions, leveraged buyouts,...

It is a popular perception that administrative receivers and their appointors hold 'too much' power in relation to troubled companies. Many who hold this view have called for the reform of insolvency law in order to redress the balance of power. This issue is timely, because insolvency law is...

Private equity, characterized by firms operating as privately held partnerships organizing the acquisition and quot;taking privatequot; of public companies, has recently dominated the business news due to deals unprecedented in number and size. If this buyout boom continues unabated, the 1989...

This review paper is a contribution to a symposium on the 'Future of Secured Credit in Europe'. Its theme is the way in which empirical research has shed light on earlier theoretical literature. These findings tend to suggest that the legal institution of secured credit is, on the whole,...

How can we ensure corporations play by the “rules of the game”—that is, laws encouraging firms to avoid socially harmful conduct? Corporate compliance programs play a central role in society's current response. Prosecutors give firms incentives—through discounts to penalties—to...

What role do corporate boards play in compliance? Compliance programs are internal enforcement programs, whereby firms train, monitor and discipline employees with respect to applicable laws and regulations. Corporate enforcement and compliance failures could not be more high-profile, and have...

Financial difficulties at large financial institutions present governments and regulators with an unenviable dilemma. On the one hand, they are afraid to permit such a firm to enter 'ordinary' insolvency proceedings, lest this transmit financial shock to other, connected, institutions. Yet every...

The manner in which hostile takeovers have historically been executed has just begun to receive serious academic attention. Similarly, while the literature on the accuracy and determinants of share prices is voluminous, there has been little systematic historical analysis of when and how modern...

The withdrawal of the UK from the EU (or ‘Brexit') as a result of the referendum of June 23 is certain to have profound implications for all aspects of the law of the United Kingdom. As soon as the result became known, legal commentators rushed to offer some kind of guidance. Surprising as it...

According to a common narrative, in addition to inadequate capital and liquidity, the failure of banks in the financial crisis also reflected their poor governance. By governance we mean broadly the oversight that comes from banks' own shareholders and other stakeholders of the way in which they...