When a federal judge encounters a statutory gap too wide to fill through ordinary statutory interpretation, should she borrow state law or make her own rule? The Supreme Court instructs judges to err on the former side, weighing the preservation of otherwise-applicable state law against federal needs that might compel a common-law (i.e., judge-made) rule. […]
Nonprofit control of operating businesses has long been a feature of European corporations such as Novo Nordisk, Ikea, Carlsberg, and Rolex, which are governed by enterprise foundations—nonprofits with charitable missions explicitly permitted to hold controlling stakes in businesses. In the United States, nonprofit control is becoming more prominent due to recent legal developments, with companies […]
This Article reveals how a core principle of U.S. banking law unintentionally increases concentration, instability, and inequality in the financial system. Since the 1990s, Congress has instructed regulators to resolve a failed bank using the strategy—be it a merger or liquidation—that incurs the “least cost” to the federal Deposit Insurance Fund (DIF). The ensuing three […]
In recent years, economists working in public finance and related fields have applied a new set of models and methodologies to the problems of inequality and economic insecurity. This innovative approach—often known as “the new dynamic public finance”—emphasizes the challenges posed by productivity changes across the life cycle and policy changes over time. The new […]
The relationship between state and local governments stands at a crossroads. In recent years, state legislatures across the country have intervened aggressively in local affairs, part of a broader wave of preemption that has upended traditional norms of local autonomy. At the same time, legislatures have disregarded other areas of local regulation—including areas where state […]
In 2024, the landmark Moelis opinion invalidated certain types of contractual control provisions that allow an insider stockholder to supplant a board’s statutory role. The Moelis opinion sparked a corporate-law civil war, with proponents of Moelis arguing that insider control rights harmfully undermine Delaware’s historic board-centric model. Critics claimed the decision upended long-established market practices […]
As corporate defendants charged with unspeakable harms increasingly find their way to the bankruptcy courts, bankruptcy scholars and practitioners are debating the merits and misgivings of the mass-tort bankruptcy. This Note contributes to this conversation a crucial advantage of mass-tort bankruptcies: the ability to give tort creditors more meaningful resolution of their injuries through nonmonetary […]