In this essay we make two major claims. The first is that public legislatures should think seriously about giving maximum effect to the principle of freedom of contract in company law. This would not only give corporate lawyers the tool they need to provide legal services that match the needs of...

The accepted wisdom — that a lawyer who becomes a corporate director has a fool for a client — is outdated. The benefits of lawyer-directors in today's world significantly outweigh the costs. Beyond monitoring, they help manage litigation and regulation, as well as structure compensation to...

Following the contraction in demand for law firms' services during the Great Recession, “Big Law” was widely diagnosed as suffering from several maladies that would spell its ultimate demise, including excessive fees, excessive size, increased competition from in-house counsel, the...

A lawyers claim that the principle of client confidentiality overrides the public's right to know in the wake of wide-spread and deep corporate malfeasance has raised new awareness and concern. The latest round of this debate began with the passage of the Sarbanes-Oxley Act of 2002. Section 307...

This paper uses a discrete choice framework to analyze state design and firm choice of the implications of incorporation: corporate governance laws, corporate taxes and court features. Firms --- differentiated by ownership, management, industry concentration, financial profile and unobservable...

In the Supreme Court of the United States' decision in Central Bank of Denver, N.A. v. First Interstate Bank of Denver, N.A., the Court recognized that lawyers participating in a securities offering may be primarily liable under Section 10(b) of the Securities Exchange Act of 1934 and under one...

This LLM research project analyses four topics from the work of derivatives and structured products lawyers. The first topic is the interpretation of standard industry documentation, taking the example of Market Quotation and Loss definitions in 1992 ISDA Master Agreement. The second topic is...