The 2012 Symposium issue of the Wisconsin Law Review, Who's In the House? The Changing Role and Nature of In-House and General Counsel brought together some of the nation's leading scholars on the business and practice of law, including David Wilkins (Harvard), Larry Ribstein (Illinois), William...

This brief essay is a reply to Professor Steve Schwarcz's essay, "What is Securitization? And for What Purpose?" Professor Schwarcz's essay is a response to my article, "Re: Defining Securitization," 85 S. Cal. L. Rev. 1229 (2012). My reply explores the strengths and weaknesses of Schwarcz's...

This Article fills a gap in commercial finance law. Despite the fact that “securitization” has become enormously important to capital markets — and is sometimes blamed for the credit crisis — we have no agreed understanding of the term. Various regulators and commentators have generated...

This Article analyzes institutional choice in preventing and managing financial crises. “Institutional choice” means that different institutions — here, markets, courts and regulators — have different capacities to achieve similar goals. While none is perfect, some may be better than...

This brief Essay: (1) provides a foreword to the Symposium issue of the Temple Law Review, "The (Un)Quiet Realist: Reflecting and Building on the Work of Bill Whitford," sketching very briefly Whitford's career; (2) summarizes a few highlights from the many excellent contributions to the...

This Article questions the widely held view that the fiduciary duties that corporate directors ordinarily owe to or for the benefit of shareholders should shift to creditors when the corporation is in financial distress. This view suffers from two important flaws. First, it mistakenly assumes a...

This Article explores certain important constitutional challenges presented by bankruptcy. Article I, Section 8, Clause 4 of the Constitution provides that Congress shall have the power to make uniform Laws on the subject of Bankruptcies. While there are many good social, political, and economic...

Academics have long debated whether the order of bankruptcy distributions should be “absolute” or “relative.” Should courts have the flexibility to scramble priority to serve some greater good? The Supreme Court's recent decision in Czyzewski v. Jevic Holding Corp. holds that the answer...

This Article studies the growing use of contract in bankruptcy. Sophisticated “distress” investors (for example, hedge funds and private equity funds) increasingly enter into contracts amongst themselves and corporate debtors during bankruptcy in order to evade “mandatory” rules on the...