Hostile takeovers are commonly thought to play a key role in rendering managers accountable to dispersed shareholders in the Anglo-American system of corporate governance. Yet surprisingly little attention has been paid to the very significant differences in takeover regulation between the two...

During times of crisis, governmental interventions leave lasting impacts on the structure of financial markets. The twin economic crises of the 21st century – the 2008 financial crisis and the 2020 Covid-19 pandemic – illustrate both the depth of the policy response and the instability that...

The large companies that currently file for Chapter 11 look very different than the typical Chapter 11 cases of the past. The liability side of debtors’ balance sheets is much more complex and now consists primarily of secured rather than unsecured obligations. Many firms that might once have...

Chrysler entered and exited bankruptcy in 42 days, making it one of the fastest major industrial bankruptcies in memory. It entered as a company widely thought to be ripe for liquidation if left on its own, obtained massive funding from the United States Treasury, and exited via a pseudo sale of...

In this Essay, I take stock (as something of an outsider) of the behavioral economics movement, focusing in particular on its interaction with traditional cost-benefit analysis and its implications for agency structure. The usual strategy for such a project — a strategy that has been used by...

In this Essay, written for a symposium honoring Sam Gerdano, I offer an assessment of current Chapter 11 theory and practice. The most distinctive feature of current Chapter 11 practice is the extent to which the parties now enter into intercreditor agreements, restructuring support agreements...

The pandemic revealed that the increasing complexity of debtor’s capital structure could supply much-needed competition in the Chapter 11 financing market, as other inside lenders increasingly challenge a debtor’s favored inside lenders. After discussing the benefits of this surprising...

Although the term “bankruptcy” is nowhere to be found in the Bible, debt and the consequences of default are a major theme both in the Hebrew Bible and in the New Testament. In Israel, as in the ancient Near East generally, a debtor who defaulted on his obligations was often sold into...

In a recent essay — part of a larger book project — Douglas Baird contends that the standard accounts of the history of corporate reorganization miss an essential feature: the extent to which both current and prior practice have been governed by unwritten rules (such as full disclosure and...