We offer a new perspective on the effect of relationship-specific investment on contract complexity, which has broad implications because complex contracts and vertical integration are substitutes. A simple model using transaction cost economics (TCE) predicts that buyer and seller...

This paper suggests a holistic framework for analysis of agrarian contracts and investigates the contractual structure in transitional Bulgarian agriculture. Firstly, it incorporates the interdisciplinary New Institutional and Transaction Costs Economics (combining Economics, Organization, Law,...

On May 24, 2010, the U.S. Supreme Court ruled in the case American Needle v. Nat'l Football League that the National Football League's trademark licensing practices are subject to review under Section 1 of the Sherman Act. This ruling reversed an earlier decision by the U.S. Court of Appeals for...

With expanding global commerce by U.S. securities issuers, the potential for significant exposure to international corruption increases along with risks associated with anti-bribery laws. This article examines recent developments related to the Foreign Corrupt Practices Act (FCPA), which has...

With expanding U.S. business operations around the globe, the potential for significant exposure to international corruption increases along with the increased risks associated with anti-bribery laws. Companies who employ citizens of the United Kingdom, maintain an office in the United Kingdom,...

Conflicts of interests are at the heart of numerous problems in business and finance. The law has not ignored them. The obligation to avoid or manage them finds its roots in the duty of loyalty. This duty is common to both the Anglo-American and Continental European legal traditions. Although...

This paper examines legal rules covering protection of corporate shareholders and creditors, the origin of these rules, and the quality of their enforcement in 49 countries. The results show that common-law countries generally have the strongest, and French-civil-law countries the weakest, legal...

Recently, the Trust Indenture Act of 1939 has reappeared in out-of-court restructuring litigation. This piece of New Deal legislation was intended to prevent coercive restructurings whereby savvy institutional players took advantage of unknowledgeable or unengaged noteholders. Until recently,...

The Trust Indenture Act prohibits a binding vote of bondholders to change any core term-principal amount, interest rate, or maturity date-of a bond issue. In this Article, I show how the prohibition on a collective action clause inhibits a troubled company's ability to reorganize outside of...