In this paper I am going to develop explanations for the distinctive characteristics of the infrastructure underpinning securities markets. I am going to advance the thesis that this infrastructure is the product of market failure. This market failure has resulted in investors/issuers paying too...

The lack of coordination between secured transactions law and capital requirements generates tensions in the legal framework governing extension of credit secured by movable assets. Contrary to common assumptions, secured transactions law reforms do not necessarily improve access to credit if...

Cryptocurrencies such as bitcoin or ethereum are gaining ground not only as alternative modes of payment, but also as platforms for financial innovation, particularly through token sales (ICOs). All of these ventures are based on decentralized, permissionless blockchain technology whose...

Tax transparent limited liability entities (TTLLEs) such as the GmbH & Co. KG in Germany, the trading trust in Australia, or the S Corporation and the LLC in the U.S., can be found in many developed economies. While these entities are to a large extent functionally equivalent, their underlying...

Throughout the world, private equity funds, pension funds, special purpose vehicles and hedge funds are increasingly acquiring control over land and agribusinesses. Without underplaying the relevance of finance in shaping other sectors of the food system such as seeds and fertilizers, trade and...

Shares are an instrumental phenomenon in law, finance and modern life. Much of corporate law revolves around shares and shareholders, but our current understanding of shares is in a troubling posture: it resorts to various frameworks – contract, property, trust, and fiduciary law – neither...

The article examines the history of the Ninth Circuit's two-step test for substantial similarity in literary infringement cases, showing how a quirk in the evolution of the test has created a confusing and ineffectual body of law on the subject. It argues that the courts have underestimated the...

Four developments warrant revisiting the debate on full priority and taking steps to implement a partial priority system. The first development is that secured credit increasingly results in a complete lack of funds to cover the expenses of the insolvency procedure. The second development is...