Vanderbilt Law Review

Vanderbilt Law Review is a magazine focusing on Law

Articles from Vol. 55, No. 6, November

Chapter 11 Reorganization Cases and the Delaware Myth
I. INTRODUCTION Since the mid-1990s, there has been a spirited debate concerning the emergence of the United States Bankruptcy Court for the District of Delaware (the "Delaware Bankruptcy Court") as the virtual Chapter 11 capital for distressed debtor...
Corporate Governance Reform and Reemergence from Bankruptcy: Putting the Structure Back in Restructuring
Charles M. Elson* Paul M. Helms** James R. Moncus*** INTRODUCTION A company's descent into bankruptcy may result from one or more troubling factors. Often the failing enterprise has adopted a poor business model, been led by deficient management, or...
Corporate Ownership Structure and the Evolution of Bankruptcy Law: Lessons from the United Kingdom
INTRODUCTION The corporate world today subdivides into rival systems of dispersed and concentrated ownership, each characterized by different corporate governance structures.1 The United States falls into the former category, whereas major industrial...
"Delaware Is Not a State": Are We Witnessing Jurisdictional Competition in Bankruptcy?
Over the last twelve years, the United States District Court for the District of Delaware has experienced exponential growth in the number of bankruptcy filings for large corporate debtors. This relatively recent rise in Delaware bankruptcy venue cannot,...
Four (or Five) Easy Lessons from Enron
Mr. Lay, I've concluded that you're perhaps the most accomplished confidence man since Charles Ponzi. I'd say you were a carnival barker, except that might not be fair to carnival barkers. A carny will at least tell you up front that he's running a shell...
Introduction to the Symposium "Convergence on Delaware: Corporate Bankruptcy and Corporate Governance"
Bankruptcy is back. The use of Chapter 11 by large, publicly held firms was a subject of much debate in the academic and popular press in the late 1980s and the early 1990s. Firms such as Texaco, Revco, LTV, Federated Department Stores, Maxwell Communications,...
Managers' Fiduciary Duty upon the Firm's Insolvency: Accounting for Performance Creditors
I. INTRODUCTION A corporation's managers1 generally owe a fiduciary duty to the corporation and its shareholders.2 Legal scholars interpret this duty as requiring the managers to maximize shareholder value.3 When a firm IMAGE FORMULA8is solvent, the...
The Law of Last Resort
INTRODUCTION A financially distressed individual or corporation employs the bankruptcy process only as a last resort. The study of bankruptcy law, however, need not, and should not, be an afterthought. The traditional bodies of law that compose private...
Why Are Delaware and New York Bankruptcy Reorganizations Failing?
I. INTRODUCTION Before 1990, the United States Bankruptcy Court for the District of Delaware was a sleepy backwater. During the entire decade of the 1980s, Phoenix Steel-whose only plant was located in Delaware-was the only large, public company to file...
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