Open Access. Powered by Scholars. Published by Universities.®
- Institution
-
- Duke Law (16)
- Columbia Law School (10)
- Cornell University Law School (6)
- Boston University School of Law (5)
- University of Pennsylvania Carey Law School (4)
-
- University of Michigan Law School (3)
- University of Nevada, Las Vegas -- William S. Boyd School of Law (3)
- Chicago-Kent College of Law (2)
- Georgetown University Law Center (2)
- Maurer School of Law: Indiana University (2)
- New York Law School (2)
- Southern Methodist University (2)
- St. Mary's University (2)
- Washington University in St. Louis (2)
- William & Mary Law School (2)
- American University Washington College of Law (1)
- Brooklyn Law School (1)
- Bryant University (1)
- Golden Gate University School of Law (1)
- Osgoode Hall Law School of York University (1)
- The Catholic University of America, Columbus School of Law (1)
- University of Colorado Law School (1)
- University of Maryland Francis King Carey School of Law (1)
- University of Missouri-Kansas City School of Law (1)
- University of New Mexico (1)
- Ursinus College (1)
- Vanderbilt University Law School (1)
- Washington and Lee University School of Law (1)
- Wayne State University (1)
- Keyword
-
- Public debts (10)
- Debt relief (9)
- Financial crises (6)
- Blockchain (5)
- Contracts--Interpretation and construction (4)
-
- Corporate governance (4)
- Financial risk management (4)
- Bitcoin (3)
- Bonds (3)
- Consumer Financial Protection Bureau (3)
- Contracts (3)
- Default (Finance) (3)
- Dodd-Frank Act (3)
- Entrepreneurship (3)
- Financial regulation (3)
- Regulation (3)
- Securities (3)
- Startups (3)
- Venezuela (3)
- Arbitration (2)
- Banks (2)
- Boilerplate (2)
- CFPB (2)
- Crowdfunding (2)
- Crypto (2)
- Cryptocurrency (2)
- Cyberlaw (2)
- Enforcement (2)
- Ether (2)
- Ethereum (2)
- Publication
-
- Faculty Scholarship (34)
- All Faculty Scholarship (6)
- Cornell Law Faculty Publications (4)
- Scholarly Works (3)
- Articles by Maurer Faculty (2)
-
- Cornell Law Faculty Working Papers (2)
- Faculty Articles (2)
- Faculty Journal Articles and Book Chapters (2)
- Georgetown Law Faculty Publications and Other Works (2)
- Scholarly Articles (2)
- Scholarship@WashULaw (2)
- Articles (1)
- Articles & Book Chapters (1)
- Articles & Chapters (1)
- Articles in Law Reviews & Other Academic Journals (1)
- Book Chapters (1)
- Business and Economics Faculty Publications (1)
- California Agencies (1)
- Faculty Publications (1)
- Faculty Works (1)
- Honors Projects in Finance (1)
- Law & Economics Working Papers (1)
- Law Faculty Research Publications (1)
- Other Publications (1)
- Popular Media (1)
- Publications (1)
- Vanderbilt Law School Faculty Publications (1)
Articles 61 - 77 of 77
Full-Text Articles in Law
Financing The Benefit Corporation, Steven A. Dean, Dana Brakman Reiser
Financing The Benefit Corporation, Steven A. Dean, Dana Brakman Reiser
Faculty Scholarship
No abstract provided.
Ancillary Agreements In Real Estate Transactions, Andrew R. Berman, Barry Hines, Everett Ward
Ancillary Agreements In Real Estate Transactions, Andrew R. Berman, Barry Hines, Everett Ward
Other Publications
This article discusses certain ancillary but important documents in the context of two common real estate transactions: mortgage loan financings and acquisitions of income-producing real estate. In particular, the article analyzes current case law and drafting considerations relating to estoppel certificates, certified rent rolls and subordination, non-disturbance agreements (SNDAs). In addition, the article examines due diligence issues for the lender and buyer. Note: This article was co-authored with Barry Hines, Partner, Frost, Brown, Todd LLC and Everett Ward, Partner, Quarrels & Brady LLP and initially presented at the Spring Meeting of the American College of Real Estate Lawyers (ACREL).
Ask The Professor: Will The Recent Supreme Court Case In Salman Result In More Cftc Enforcement Actions Charging Insider Trading?, Ronald H. Filler, Jerry W. Markham
Ask The Professor: Will The Recent Supreme Court Case In Salman Result In More Cftc Enforcement Actions Charging Insider Trading?, Ronald H. Filler, Jerry W. Markham
Articles & Chapters
No abstract provided.
How The United States Postal Service (Usps) Could Encourage More Local Economic Development, Randall K. Johnson
How The United States Postal Service (Usps) Could Encourage More Local Economic Development, Randall K. Johnson
Faculty Works
No abstract provided.
Variation In Boilerplate: Rational Design Or Random Mutation?, Stephen J. Choi, Mitu Gulati, Robert E. Scott
Variation In Boilerplate: Rational Design Or Random Mutation?, Stephen J. Choi, Mitu Gulati, Robert E. Scott
Faculty Scholarship
Standard contract doctrine presumes that sophisticated parties choose their terminology carefully because they want courts or counterparts to understand what they intended. The implication of this “Rational Design” model of rational behavior is that courts should pay careful attention to the precise phrasing of contracts. Using a study of the sovereign bond market, we examine the Rational Design model as applied to standard-form contracting. In NML v. Argentina, federal courts in New York attached importance to the precise phrasing of the boilerplate contracts at issue. The industry promptly condemned the decision for a supposedly erroneous interpretation of a variant of …
Sovereign Debt Restructuring And English Governing Law, Steven L. Schwarcz
Sovereign Debt Restructuring And English Governing Law, Steven L. Schwarcz
Faculty Scholarship
The problem of sovereign indebtedness is becoming a worldwide crisis because nations, unlike individuals and corporations, lack access to bankruptcy laws to restructure unsustainable debt. Decades of international efforts to solve this problem through contracting and attempted treaty-making have failed to provide an adequate debt-restructuring framework. A significant amount of outstanding sovereign debt is governed, however, by English law. This Article argues that the U.K. Parliament has the extraordinary power to help solve the problem of unsustainable country debt by changing English law to facilitate fair and consensual debt restructuring. This Article also proposes modifications to English law that Parliament …
Distributed Governance, Carla L. Reyes, Nizan Geslevich Packin, Bejamin Edwards
Distributed Governance, Carla L. Reyes, Nizan Geslevich Packin, Bejamin Edwards
Faculty Journal Articles and Book Chapters
Distributed ledger technology enables disruption of traditional business organizations by introducing new business entities without the directors and officers of traditional corporate entities. Although these emerging entities offer intriguing possibilities, distributed entities may suffer significant collective action problems and expose investors to catastrophic regulatory and governance risks. Our essay examines key considerations for stakeholders and argues that distributed entities must be carefully structured to function effectively.
This essay breaks new ground by critically examining distributed entities. We argue that a distributed model is most appropriate when DLT solves a unique corporate governance problem. We caution against ignoring the lessons painstakingly …
Investor-Driven Financial Innovation, Kathryn Judge
Investor-Driven Financial Innovation, Kathryn Judge
Faculty Scholarship
Financial regulations often encourage or require market participants to hold particular types of financial assets. One unintended consequence of this form of regulation is that it can spur innovation to increase the effective supply of favored assets. This Article examines when and how changes in the law prompt the spread of “investor-driven financial innovations.” Weaving together theory, recent empirical findings, and illustrations, this Article provides an overview of why investors prefer certain types of financial assets to others, how markets respond, and how the spread of investor-driven innovations can transform the structure of the financial system. This examination suggests that …
Sovereign Debt And The “Contracts Matter” Hypothesis, W. Mark C. Weidemaier, Mitu Gulati
Sovereign Debt And The “Contracts Matter” Hypothesis, W. Mark C. Weidemaier, Mitu Gulati
Faculty Scholarship
The academic literature on sovereign debt largely assumes that law has little role to play. Indeed, the primary question addressed by the literature is why sovereigns repay at all given the irrelevance of legal enforcement. But if law, and specifically contract law, does not matter, how to explain the fact that sovereign loans involve detailed contracts, expensive lawyers, and frequent litigation? This Essay makes the case that contract design matters even in a world where sovereign borrowers are hard (but not impossible) to sue. We identify a number of gaps in the research that warrant further investigation.
The Puzzle Of Pdvsa Bond Prices, Paolo Colla, Anna Gelpern, Mitu Gulati
The Puzzle Of Pdvsa Bond Prices, Paolo Colla, Anna Gelpern, Mitu Gulati
Faculty Scholarship
Market reports in the summer of 2016 suggest that Venezuela is on the brink of default on upwards of $65 billion in debt. That debt comprises of bonds issued directly by the sovereign and those issued by the state-owned oil company PDVSA. Based on the bond contracts and other legal factors, it is not clear which of these two categories of bonds would fare better in the event of a restructuring. However, market observers are convinced — and we agree — that legal and contractual differences would likely impact the payouts on the bonds if Venezuela defaults. Using a comparison …
Deterring Holdout Creditors In A Restructuring Of Pdvsa Bonds And Promissory Notes (¿Cómo Disuadir A Acreedores 'Holdout' En Una Restructuración De Bonos Y Pagarés De Pdvsa?), Lee C. Buchheit, Mitu Gulati
Deterring Holdout Creditors In A Restructuring Of Pdvsa Bonds And Promissory Notes (¿Cómo Disuadir A Acreedores 'Holdout' En Una Restructuración De Bonos Y Pagarés De Pdvsa?), Lee C. Buchheit, Mitu Gulati
Faculty Scholarship
The prospect of the potential mischief that may be caused by holdout creditors in a Venezuelan sovereign debt restructuring is probably the main reason why the Maduro administration has not attempted such an exercise. The next administration in Venezuela — whenever and however it may arrive — will not want for suggestions about how to minimize or neutralize this holdout creditor threat. This short article is another contribution to that growing literature. Were the Republic of Venezuela to acknowledge that there really is only one public sector credit risk in the country, and that the distinction between Republic bonds and …
Benchmark Regulation, Gina-Gail S. Fletcher
Benchmark Regulation, Gina-Gail S. Fletcher
Faculty Scholarship
Benchmarks are metrics that are deeply embedded in the financial markets. They are essential to the efficient functioning of the markets and are used in a wide variety of ways—from pricing oil to setting interest rates for consumer lending to valuing complex financial instruments. In recent years, benchmarks have also been at the epicenter of numerous, multi-year market manipulation scandals. Oil traders, for example, deliberately execute trades to drive benchmarks lower artificially, allowing the traders to capitalize on the manipulated benchmarks. This ensures that later trades relying on the benchmarks will be more profitable than they otherwise would have been. …
The Financial Crisis And Credit Unavailability: Cause Or Effect?, Steven L. Schwarcz
The Financial Crisis And Credit Unavailability: Cause Or Effect?, Steven L. Schwarcz
Faculty Scholarship
Although the relationship between credit availability and financial decline leading to the global financial crisis was somewhat interactive, a loss of credit availability appears to have caused the financial crisis more than the reverse. The potential for credit unavailability to cause a financial crisis suggests at least three lessons: (i) because credit availability is dependent on financial markets as well as banks, regulation should protect the viability of both credit sources; (ii) diversifying sources of credit might increase financial stability if each credit source is robust and does not create a liquidity glut or inappropriately weaken central bank control; and …
Controlling Systemic Risk Through Corporate Governance, Steven L. Schwarcz
Controlling Systemic Risk Through Corporate Governance, Steven L. Schwarcz
Faculty Scholarship
Most of the regulatory measures to control excessive risk taking by systemically important firms are designed to reduce moral hazard and to align the interests of managers and investors. These measures may be flawed because they are based on questionable assumptions. Excessive corporate risk taking is, at its core, a corporate governance problem. Shareholder primacy requires managers to view the consequences of their firm’s risk taking only from the standpoint of the firm and its shareholders, ignoring harm to the public. In governing, managers of systemically important firms should also consider public harm. This proposal engages the long-standing debate whether …
A Model-Law Approach To Sovereign Debt Restructuring, Steven L. Schwarcz
A Model-Law Approach To Sovereign Debt Restructuring, Steven L. Schwarcz
Faculty Scholarship
Unresolved sovereign debt problems are hurting debtor nations, their citizens and their creditors, and also can pose serious systemic threats to the international financial system. The existing contractual restructuring approach is insufficient to make sovereign debt sustainable. Although a more systematic legal resolution framework is needed, a formal multilateral approach, such as a treaty, is not currently politically viable.
An informal model-law approach should be legally, politically and economically feasible. Individual countries could enact the proposed model law as their domestic law. Because most sovereign debt contracts are governed by either New York or English law, it would be especially …
How To Restructure Venezuelan Debt (¿Cómo Restructurar La Deuda Venezolana?), Mitu Gulati, Lee C. Buchheit
How To Restructure Venezuelan Debt (¿Cómo Restructurar La Deuda Venezolana?), Mitu Gulati, Lee C. Buchheit
Faculty Scholarship
English Abstract: There is a growing consensus that Venezuela will not be able to persist for much longer with its policy of full external debt service. The social costs are just too great. This implies a debt restructuring of some kind. Venezuela, principally through its state-owned oil company, Petróleos de Venezuela, S.A. (“PDVSA”), has extensive commercial contacts with the United States. Not since Mexico in the 1980s has an emerging market country with this level of commercial contacts attempted to restructure its New York law-governed sovereign debt. Holdout creditors in a restructuring of Venezuelan sovereign debt will therefore present a …
Brief Of Professors At Law And Business Schools As Amicus Curiae In Support Of Respondents, James D. Cox, J. Robert Brown Jr., Lyman Johnson, Lawrence W. Treece, Joan Macleod Heminway
Brief Of Professors At Law And Business Schools As Amicus Curiae In Support Of Respondents, James D. Cox, J. Robert Brown Jr., Lyman Johnson, Lawrence W. Treece, Joan Macleod Heminway
Faculty Scholarship
This Amicus Brief was filed with the U.S. Supreme Court on behalf of nearly 50 law and business faculty in the United States and Canada who have a common interest in ensuring a proper interpretation of the statutory securities regulation framework put in place by the U.S. Congress. Specifically, all amici agree that Item 303 of the Securities and Exchange Commission's Regulation S-K creates a duty to disclose for purposes of Rule 10b-5(b) under the Securities Exchange Act of 1934.
The Court’s affirmation of a duty to disclose would have little effect on existing practice. Under the current state of …