Charles Fried's Contract as Promise articulated a liberal theory of contract based on the normative ideal that contract law should respect individual freedom and autonomy to make binding commitments. The touchstone of contractual analysis from this perspective is the intent of the promisor. This...

In reaction to the fiscal difficulties experienced by state governments over the past three years, several politicians and academics proposed that Congress legislate a new chapter to the Bankruptcy Code under which the financial obligations of a state may be restructured. This essay is...

This paper examines common arrangements for separating control from cash flow rights: stock pyramids, cross-ownership structures, and dual class equity structures. We describe the ways in which such arrangements enable a controlling shareholder or group to maintain a complete lock on the control...

This paper explains a function of the legal boundaries of various organizations (such as corporations, security interests and trusts): they define internal capital markets within which capital may be redeployed over time by fiat and over which it may be moved only at greater cost and with...

This paper explains a function of the legal boundaries of various organizations (such as corporations, security interests and trusts): they define internal capital markets within which capital may be redeployed over time by fiat and over which it may be moved only at greater cost and with...

The priority structure of debt claims against business entities is a key feature of corporate finance. The American Bankruptcy Institute's Commission to Study Reform of Chapter 11 recently recommended that U.S. bankruptcy law grant junior, out-of-the-money creditors a distribution in the...

This paper examines common arrangements for separating control from cash flow rights: stock pyramids, cross-ownership structures, and dual class equity structures. We describe the ways in which such arrangements enable a controlling shareholder or group to maintain a complete lock on the control...

Despite the fact that compensation is the governing principle in contract law remedies, it has tenuous historical, economic and empirical support. A promisor's right to breach and pay damages (which is subject to the compensation principle) is only a subset of a larger family of termination...

This chapter is forthcoming in an edited research handbook on corporate bankruptcy law. It reviews the theoretical and empirical scholarship on debtor-in-possession (DIP) financing, particularly as it bears on the more controversial features of DIP loans: financial terms such as...