This Comment explores the troubling phenomenon of “lettermarking,” which occurs when Members of Congress write to personnel in administrative agencies to request appropriations that would benefit their donors and constituents. Although lettermarking has exploded in popularity since both houses of Congress adopted a moratorium on earmarking in 2011, nothing has been written about this practice […]
Bankruptcy judges routinely enjoin debt and equity trading during Chapter 11 proceedings in order to protect bankrupt corporations’ net operating loss (NOL) tax credits. These credits disappear if a corporation changes ownership. Firms and judges reason that Chapter 11’s automatic stay prohibits any trading that would imperil NOL credits by causing a change in ownership. […]
We analyze contractual clauses which limit the ability of licensees to challenge patents at the basis of their licensing agreements. In particular, we study no-contest clauses, which prohibit licensees from contesting the validity of the patent, and challenge-penalty clauses, which penalize licensees for doing so. We develop a model that we use to compare three […]
Leveraged loans have reached new peaks in the post-crisis period. This Article assesses U.S. leveraged loan regulation and highlights the ways in which the entity- or institution-based focus of regulation have been the source of critical blindspots that have limited the ability of regulators to monitor and address the risks of leveraged lending. First, the […]
In light of recent developments in auction theory, this Article re-examines Delaware corporate law governing directors’ actions when structuring the sale of a corporation. A foundational doctrine of Delaware law is that when the board of directors resolves to sell a corporation, it must obtain the highest price reasonably available. Auction theory posits that, in […]
In this Article we identify a number of serious mechanical flaws in the statutes and judicial doctrines that govern fee liability for mutual fund managers. Originating in Section 36(b) of the Investment Company Act, mutual fund fee liability allows investors to sue managers for charging fees above a judicially created standard. Commentators have extensively debated […]