In this paper our goal is to identify the core of corporate bankruptcy law that parties cannot achieve on their own, no matter how robust their contract law. Our approach takes organizational law as starting point and we posit that bankruptcy law is a necessary addition to organizational law....

Outside of bankruptcy, a board of directors' decision to take control rights away from existing shareholders and grant them to another is subject to heightened fiduciary duties. As the sale of control represents a kind of end game, shareholders have one last chance to realize the full value for...

Many have wrestled with too big to fail firms, with the attention predominantly focused on banks, especially the so-called systemically important ones, i.e. SIFI's (“Systematically Important Financial Institutions”). In this Article we look at too big to fail firms. We focus on cases of...

Corporate debtors facing financial distress have a choice: file bankruptcy in their home jurisdiction or file in the United States. And some number of foreign corporations do file bankruptcy petitions in the United States.We expect this trend to increase in the coming years for two simple...

In this paper we adopt a new approach to the issue and contextualize the cost of chapter 11 by comparison to the costs of business bankruptcy in the Netherlands. Using unique data-sets that each author has developed in connection with other projects, we match a group of comparable cases from...

Fiduciary duties are an integral part of the corporate law landscape. The law and economics analysis of these duties, especially the duty of directors to maximize shareholder wealth, shows that these duties fill contractual gaps, saving on transaction costs. Although duties to shareholders are...