In recent years, the emphasis in corporate governance has shifted from board composition, independent directors, separating the position of chairperson and CEO, and establishing board committees to “being in control” and risk management issues. However, the corporate law perspective of...

Since the April 2005 passage of the Bankruptcy Abuse Prevention and Consumer Protection Act (BAPCPA), companies have discovered that bankruptcy has become a quicksand of unexpected surprises that quickly forces companies into liquidation or forced asset sales under section 363 of the Bankruptcy...

Systemically important financial institutions are broadly considered to impose a risk to the entire economy upon failure; thus taxpayers act upon their failure, providing them with an implied insurance policy for ongoing liquidity. Yet taxpayers frequently provide de-facto liquidity insurance for...

Since 1978, dismissals of involuntary bankruptcy petitions due to petitioning creditors' bad faith have proliferated. In the process, a textual oddity has not gone unnoticed: even as “bad faith” is denominated as the basis for an award of punitive damages, nowhere in the Bankruptcy Code's...

Establishing (e.g., perfecting) and enforcing a lien presents technical pitfalls and practical problems with which practitioners and courts are often unfamiliar or uncomfortable. After all, the law of liens requires an understanding of many different areas of the law, including the law of...