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Articles 1 - 2 of 2
Full-Text Articles in Law
Unwritten Rules And The New Contract Paradigm, David A. Skeel Jr.
Unwritten Rules And The New Contract Paradigm, David A. Skeel Jr.
All Faculty Scholarship
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 the opportunity for each party to participate in the negotiations) that “are well-known to insiders, but largely invisible to those on the outside.” According to Professor Baird, the unwritten rules, not bankruptcy’s distribution provisions or other features of the Bankruptcy Code, are the essence of corporate reorganization.
This essay is a short response to …
Distorted Choice In Corporate Bankruptcy, David A. Skeel Jr.
Distorted Choice In Corporate Bankruptcy, David A. Skeel Jr.
All Faculty Scholarship
We ordinarily assume that a central objective of every voting process is ensuring an undistorted vote. Recent developments in corporate bankruptcy, which culminates with an elaborate vote, are quite puzzling from this perspective. Two strategies now routinely used in big cases are intended to distort, and clearly do distort, the voting process. Restructuring support agreements (RSAs) and “deathtrap” provisions remove creditors’ ability to vote for or against a proposed reorganization simply on the merits.
This Article offers the first comprehensive analysis of these new distortive techniques. One possible solution is simply to ban distortive techniques, as several scholars advocate with …