Corporate law, as epitomized by the statutes and common law of the State of Delaware, has painted itself into a corner. Shareholders are too often unprotected — whether it be by statute or through the well-known and articulated fiduciary duties of care, loyalty, or good faith. This Article...

Beyond all the hype surrounding crowdfunding there is a curious incongruity. On the one hand, there exist apparently successful crowdfunding sites, ; while on the other hand, more than three years after the Jumpstart Our Business Act (“JOBS Act”) mandated an equity crowdfunding exception, we...

This timely Symposium poses a very insightful, yet extraordinarily difficult, question when it asks “4 More Years? Business Law and the Great Recession”. As we approach the four-year anniversary of the collapse of Bear Stearns — an event viewed by many as the start of the “Great...

Under our securities regime, investment advisers are considered to be fiduciaries, whereas broker-dealers are not. This historical divergence emerges from a combination of statute and federal common law: brokers were exempted from the definition of “investment adviser” in 1940, while the...

The relationship between American government and American business is a vast topic of immeasurable complexity. In keeping with the timely and important theme of this Symposium, yet at the same try to focus its line of inquiry, this Article first offers a brief survey of the relationship between...

The conventional wisdom has been that state law governs internal affairs, and federal law governs disclosure. This reassuring construct, however, has little basis in today's reality. Left alone, states have not provided adequate shareholder protections: state securities laws were historically...

In an attempt to cabin the open-endedness of weasel words, traditional law and economics purports to offer certainty. This article, however, argues that this scholarship deeply misunderstands modern welfare economics and suggests, contrary to the usual economic denigrations of public...

This article challenges the conventional wisdom that the Telecommunications Act of 1996 is to blame for the lack of competition in local telephony, and that somehow the federal courts are complicit in this failure. It begins by highlighting the continued importance of local wireline...

This article argues that poor regulation has thwarted competition among cable providers. It begins by laying out the history of cable regulation to show that the regulatory framework was created by a series of ad hoc, often contradictory, policies. It then surveys the markets for video...