This article attempts to explain empirically the value that lawyers add when acting as counsel to parties in business transactions. Contrary to existing scholarship, which is based mostly on theory, this article shows that transactional lawyers add value primarily by reducing regulatory costs,...

Securitization, a process in which firms can raise low-cost financing by efficiently allocating asset risks with investor appetite for risk, has been one of the most dominant and fastest-growing means of capital formation in the United States and the world. The subprime financial crisis,...

This symposium article examines how disclosure, the regulatory focus of the federal securities laws, has failed to achieve transparency in the subprime mortgage crisis and what this failure means for modern financial securities markets

The subprime mortgage crisis is undermining financial market stability and has the potential to cause a true systemic breakdown. This short and accessible essay, which is based on the author's 2008 Roy R. Ray Lecture at SMU Law School, uses this crisis to demonstrate that existing protections...

Long-term debt securities, or bonds, issued to public investors can suffer a collective-action problem. Bondholders cannot act as a cohesive group where individual bondholder investments are relatively small, minimizing economic incentive to take action or cooperate. This is exacerbated by the...

This article argues that, once grasped, the fundamental legal principles underlying cross-border finance amount to a kind of universal language that can be utilized in any legal system. The article also explains these fundamental principles

“Ring-fencing” is often touted as a regulatory solution to problems in banking, finance, public utilities, and insurance. However, both the precise meaning of ring-fencing, as well as the nature of the problems that ring-fencing regulation purports to solve, are ill defined. This article...

The sharing of regulatory authority with private actors ("private ordering") has lengthy historical precedent and, in recent years, has been rapidly expanding in scope, domestically and abroad. Nowhere is its expansion as prevalent as in the commercial, financial, and business sector...

This Article rethinks how derivatives should be regulated. Adapted from Regulating Derivatives: A Fundamental Rethinking, 70 DUKE LAW JOURNAL 545 (2020) for publication in the SCIENCES PO LAW REVIEW’s January 2023 biennial issue (a symposium on “Financial Regulation after the 2008...