Mandatory disclosure is an important piece of government regulation in many spheres, including securities offerings. Regulators recognize that the form of disclosure matters significantly for how well the substance is conveyed. Thus, regulators like the Securities Exchange Commission (“SEC”)...

For many years corporate lenders have been a crucial force in the boardroom, providing a check on management and contributing to firm governance. However, lenders’ influence has receded in recent years for a large and important class of corporate borrowers. The culprit is a familiar one in a...

One of the most pressing dilemmas facing consumer protection policy and corporate law is the common ownership problem – the idea that diversified investment products that help millions of consumers are indirectly making them worse off. The hypothesis states that when the same investment funds...

Many corporate finance lawsuits involve the interpretation of commonly-used boilerplate contracts, the meaning of which is thought to be widely understood. In some cases, however, judges interpret these contracts in ways that upend market actors' expectations about the meaning of terms and...

Transactional lawyers working in corporate finance commonly assume that good teamwork results in better deals. While this may be true, teamwork can also magnify agency costs between issuing companies and the lawyers that serve them. This occurs for at least two reasons. First, teamwork, as it is...

A question often posed of the legal profession is what (if any) value lawyers add to the endeavors of their clients. However, this framing of the question ignores the fact that lawyers do not add value in a vacuum, but only through effective collaboration with their clients. This Article...

This Article provides the first comprehensive examination of an emerging practice within the private equity sector-continuation funds. Continuation funds break from the traditional private equity model by allowing sponsors to hold on to assets beyond the typical fund term and, instead of selling...

Modern-day shareholders influence corporate America more than ever before. From demanding greater accountability of executives to lobbying for a variety of social and environmental policies, shareholders today have the power to alter how American companies are run. Amazingly, a small group of...