This Note examines the recent phenomenon of “uptier exchange transactions”: transactions in which a borrower takes assignment of existing loans from participating lenders—those lenders holding a majority of the principal amount of the loan—and then issues new superpriority tranches of debt to the participating lenders, subordinating nonparticipating lenders in the process. Uptier exchange transactions were […]

This Note examines the theoretical and practical limitations of regulating broker-dealers under a fiduciary-duty paradigm. Drawing on a recent example of fiduciary regulation of broker-dealers in Massachusetts, as well as recent literature on the theoretical underpinnings of fiduciary relationships, this Note argues that fintech broker-dealers like Robinhood lack the elements of “discretion” and “best interest” […]

The Federal Reserve’s recent, unprecedented corporate debt purchases will further reduce the cost of corporate debt relative to equity. Given the already high degree of leverage in the corporate sector, I argue that this is a dangerous policy choice. However, the best solution is not to outlaw the Fed’s crisis actions, but to reform other […]

We live in a republic of statutes, yet understanding those statutes has become so cognitively difficult that judges cannot properly interpret them, citizens cannot properly understand them, and legislatures cannot properly write them. This Note presents a new tool for reducing the cognitive difficulty of understanding and applying statutes: statutory diagrams. The Note presents the […]

This Note addresses two questions: how does the major questions doctrine affect the way agency lawyers advise policymaking clients, and how does that advice affect agency statutory interpretation and regulation? I first describe the doctrine and discuss normative theories for the role agency lawyers should play in statutory interpretation. Second, I consider the effects the […]

Shareholder primacy has long dominated American legal thought and politics across the ideological spectrum. Over the past several years, however, U.S. political progressives have begun to criticize shareholder primacy, arguing that corporations should also serve other stakeholders. This Note conducts the first academic analysis of this emerging movement’s executive compensation policy proposals. This Note finds […]

In Epic Systems v. Lewis, a case on arbitration agreements and class action waivers, the U.S. Supreme Court tangentially addressed the intersection of arbitration and agency deference. The Court’s opinion highlighted a gap in legal scholarship: very little has been written on administrative regulation of arbitration. By cataloging for the first time the instances in which […]

This Note defends the SEC’s statutory authority to seek judicial disgorgement. In Kokesh v. SEC, the Supreme Court held that judicial disgorgement brought by the SEC constitutes a penalty for the purpose of the five-year statute of limitations in 28 U.S.C. § 2462. In the following months, scholars and practitioners—and at least one putative class […]

The municipal bond market has traditionally been viewed as a relatively safe market, where credit risk wasn’t a primary concern. The spate of fiscal crises that state and local governments have experienced in recent years, however, has changed this narrative. With credit risk increasingly on the forefront of investors and bond issuers’ minds, credit default […]

The Note analyzes an unexplored question in tort law: what role, if any, does products liability have in the sharing economy? The Note first evaluates the potential for products liability claims related to web applications and the shared physical product that make up the sharing economy. Additionally the Note considers the possible defendants in a […]

Generations of commentators have examined (and critiqued) standing doctrine. The fiercest clash has turned on the question of “injury” — specifically, what type of grievance is sufficient to merit court consideration. Defining “injury” is no easy task, and in recent years, substantial inquiry has focused on just what harms should qualify an individual as “injured.” […]

Whether used to draw Iran into nuclear talks or condemn apartheid in South Africa, economic sanctions have assumed an increasingly important role in our national security strategy. For one thing, their effectiveness has grown markedly, thanks to today’s global financial interdependence. Moreover, in light of this country’s war-weariness, sanctions provide an alternative to the use […]

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. […]

In recent years, states have subjected more occupations to burdensome regulatory requirements that are often imposed to fetter competition. There is broad agreement that many such restrictions reduce consumer welfare and impose particular burdens on economically disadvantaged groups. This Note examines why existing tools have failed to constrain this protectionist trend. Drawing upon U.S. and […]

Under Brand X, federal courts must reverse their own prior precedent in deference to an intervening agency decision if that agency decision is based on a reasonable interpretation of the statute. Thus, if the first-in-time court sets the law at A, and if a second-in-time agency later finds that B is a superior interpretation of […]