In this short piece, I respond to the idea that the financial crisis of 2007-2008 was caused by a frenzy of immoral practices in the real estate and financial markets. I argue that such a theory is fundamentally misguided. In reality, the Federal Reserve's unduly accommodating monetary policy in...

Two recent cases in the Delaware Court of Chancery, In re Del Monte Foods Co. Shareholders Litigation and In re El Paso Corp. Shareholders Litigation, concern potential breaches of target directors' Revlon duties when the company's financial advisor has a conflict of interest related to the...

When Citigroup suffered billions of dollars in losses on subprime securities, some of its shareholders sued the bank's directors alleging that the losses resulted from breaches by the directors of their duty to properly monitor the risks that the bank was running by holding and dealing in such...

This paper considers whether the COVID-19 pandemic, the governmental responses thereto, and actions taken by companies in connection with both of these constitute a “Material Adverse Effect” (MAE) under a typical MAE clause in a public company merger agreement. Although in any particular...

MAE cases arising from the COVID-19 pandemic such as AB Stable and KCake have focused attention on the exceptions typically contained in the definition of the term “Material Adverse Effect.” That is, merger agreements typically define the (capitalized) term “Material Adverse Effect” to...

MAE clauses in business combination agreements almost never define the phrase “material adverse effect,” and so the meaning of that key expression derives primarily from a line of Delaware cases starting with In re IBP Shareholders Litigation. In that case, the court said that a material...