This is a review of The Rise of the Uncorporation, by Larry E. Ribstein (Oxford University Press 2010). The Rise of the Uncorporation gives a compelling account of the increasing reliance on business forms other than the corporation. These new organizational forms - such as limited liability...

This article covers the scope of revised Article 9, attachment, choice of law for perfection, effect of perfection, priority, perfection by filing, perfection outside Article 9 for goods covered by certificates of title, perfection by possession, perfection by control and automatic perfection

The present paper is firstly concerned with protections of investors in the Italian legislation and within a European context. Part I shall discuss in detail the definition of ‘investors' as consumers in the European as well as in the Italian legislation. Part I shall therefore provide the...

In this article, we study the choice of issuer location and regulatory competition in the European corporate debt market. We find that, in absolute terms, Germany has by far the highest outflow of debt issues, while the Netherlands, the UK, Luxembourg and Ireland see the most inflows (in that...

An important set of contract terms manages potential disputes. In a detailed, hand-coded sample of mergers and acquisition (M&A) contracts from 2007 and 2008, dispute management provisions in correlate strongly with target ownership, state of incorporation, and industry, and with the experience...

On May 24, 2010, the U.S. Supreme Court ruled in the case American Needle v. Nat'l Football League that the National Football League's trademark licensing practices are subject to review under Section 1 of the Sherman Act. This ruling reversed an earlier decision by the U.S. Court of Appeals for...

This paper examines management contracts as a paradigm for the application of relational contracts theory and especially of the theory of contractual and relational norms. This theory, deriving from Macauley's implications, but structured and analysed by I.R. MacNeil gives us a framework for the...

This case study analyzes the reasons for failures by Credit Suisse banking advisors prior to the recent financial crisis and attempts to develop a strategy for international law that will dis-incentivize advisors from failing, thereby averting consumer losses in the future.The paper does not...

This article analyses the Belgian law on certification and its application on company shares in combination with Dutch Foundation vehicles. Certification is a classic estate planning device splitting control with legal ownership from beneficial ownership