In a Ponzi scheme, new investments are used to pay existing investors, to cover the cost of salespersons, and to finance the Ponzi schemer's satisfying lifestyle. Although Charles Ponzi recruited investors in Boston in 1919 and died in 1949, his design and mode of operation are alive and well...

Comprising essays specially commissioned for the volume, leading scholars who have shaped the field of corporate law and governance explore and critique developments in this vibrant and expanding area and offer possible directions for future research.

Throughout history, the relationship between government regulation, investors' trust in the securities markets, and market prices has been a puzzle. Regulation is costly to issuers. Yet, in a bull market, when raising capital is easy, regulation relaxes and in a bear market, when raising capital...

The Internet transcends boundaries and time, reduces and shifts the cost of receiving and disseminating information. It poses unusual pressures of change on the common law. Internet jurisprudence demonstrates the vitality of the common law, yet highlighted its limitations. The Article describes...

Sarbanes-Oxley Act offers an opportunity to reward truthful corporations and their management, offering them a competitive advantage, and relieving them from some the Act's provisions. Corporate culture plays an important role in a corporation's honest behavior. One size does not fit all in...

This Essay proposes changing future government examinations of market intermediaries and focusing on bubbles and crashes as the main dangers to the financial system and the economy. Prior substantive regulation has an undesirable effect on innovations and freedom of the markets. Regulating after...

In In re Walt Disney Co. Derivative Litigation the Delaware court exonerated the defendants for their handling of the Ovitz Affair, and yet condemned them. It is a classic example of how a court of law can make law without making law. By an obiter dictum, the Chancellor established the facts of...

Innovations can consist of new lenses for viewing the state of the world. Securitizing risks is such an innovation. The process of securitization has been traditionally used as a method of converting illiquid financial assets into liquid marketable assets. In the process, functions are...

The Article suggests that many problems posed by securitization stem from the transformation of loans, viewed as contracts, into securities, viewed as personal property. Noting that because both contract and property protective legislation supports the quot;small guysquot; against the quot;big...

A fundamental issue has been raised recently in connection with the status of quot;independent accountants.quot; The issue involves a new breed of few very large accounting firms. These firms are engaged in global commerce and finance, and cater to an important segment of multinational...