It was everyone's worst nightmare; the spectre of systemic collapse. And this time, everyone was in it together. The complexity of modern financial instruments was one obvious culprit. Centuries old legal principles, such as the notion of "insurable interest", were also cast aside; old fashioned...

High-profile corporate scandals earlier in this decade provoked outrage and legislative action, however corporate executive-level ethical lapses continue to come to light. This article examines the work of Professor Dunfee and his co-authors on corruption, ethical leadership, and social...

Following the passage of the Banking (Special Provisions) Act 2008, the UK government began a process of consultation to review existing legal powers for the handling of banks and financial institutions that had encountered financial difficulties or were facing insolvency as a result of the...

Corporate governance has become a hot topic following accounting scandals at Enron, WorldCom and others, which led to colossal corporate collapses. In many of those cases, the boards were 'asleep at the wheel,' failing to catch managements' questionable accounting practices. The Sarbanes-Oxley...

As America enters the new decade, we enter a period of significant change. With the unexpected rise of the COVID-19 pandemic, many Americans are now questioning the current system and are looking for positive change. Politicians and policymakers need to seize this opportunity to protect...

[Revised version as of June 20, 2020]Article 11 of the EU Directive on restructuring and insolvency provides for a cross-class cram-down mechanism. When implementing the instrument, EU Member States may choose between an ‘absolute priority rule' (APR) and an EU specific ‘relative priority...

The Securities and Exchange Commission's (“SEC” or “Commission”) recent staff roundtable on the proxy process, and its resulting guidance, interpretation and proposed rules on limiting the use of shareholder proposals, regulating proxy advisors and their creation of shareholder voting...

Smart contracts promise a world without intermediaries. However, that promise has quickly proved elusive, including in the context of Initial Coin Offerings (ICOs), a vehicle for funding startups built on smart contracts and blockchain. Particularly as ICOs attract retail investors who are not...

This Article is the first to analyze an unexplored but critical change in how modern banks are governed: the rise of lawyers as bank directors. That rise has been precipitous, raising the question of why lawyer-directors now sit on most bank boards. Using novel empirical evidence, we show that...

Consumers are drowning in a sea of one-sided fine print. To combat contractual overreach, consumers need an arsenal of effective remedies. To that end, the doctrine of unconscionability provides a crucial defense against the inequities of rigid contract enforcement. However, the prevailing view...