Tag Archives: Volume 40

“Sometimes a Cigar is Just a Cigar”: The Simple Story of Pari Passu

In an oft-told, but perhaps apocryphal, story, a student of Sigmund Freud, the father of psychoanalysis, asked Freud the significance of his fondness for cigars. Freud allegedly responded that “[s]ometimes a cigar is just a cigar,” suggesting that some things … Continue reading

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Notes on the Margins of Lawyering, In Three and a Half Minutes

Mitu Gulati and Robert E. Scott have given us a wonderful study. They tell us about how elite lawyers practice law, and they tell us about the transformation of the process of producing all of the standard form contract terms that govern so … Continue reading

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Sticky Forms, Property Rights, and Law

Mitu Gulati and Robert E. Scott have written a fascinating study that touches on some of the most important issues in lawyering and law. A Belgian court rendered a judgment that highlights a significant risk in a common sovereign bond … Continue reading

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The Three and a Half Minute Transaction: Boilerplate and the Limits of Contract Design

Last fall we gave a faculty workshop at the Hofstra University School of Law on an early version of our book manuscript, The Three and a Half Minute Transaction. The resulting debate was lively and the discussion ranged over a … Continue reading

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The Bankruptcy Ladder of Priorities and the Inequalities of Life

The excellent work, The Three and a Half Minute Transaction, raises some profound and intriguing questions about the documentation of some of the world’s largest and most important transactions by far and about what lawyers actually do. This Article raises … Continue reading

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The Pari Passu Interpretation in the Elliott Case: A Brilliant Strategy But an Awful (Mid-Long Term) Outcome?

Sovereigns can amass unsustainable debts, fueling the increasing need to restructure to prevent or resolve financial and economic crises and to achieve debt sustainability levels. From the 1990s, many sovereign debt restructuring episodes experienced difficulties because some bondholders did not … Continue reading

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Special Purpose Vehicles in Bankruptcy Litigation

This Article reports on an investigation of the consequences of a parent corporation’s bankruptcy for its special purpose vehicles (“SPVs”). An SPV is designed under the law to be a bankruptcy-remote investment entity, such that if its parent is forced … Continue reading

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The Pari Passu Clause in Sovereign Bond Contracts: Evolution or Intelligent Design?

In 1893, Robert Wiedersheim published a book on human anatomy that claimed to identify eighty-six human organs that had been rendered functionless by the process of evolution. A century of subsequent research has confirmed Wiedersheim’s findings for some organs and … Continue reading

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Invested in Politics: Gun Jumping, Corporate Political Speech, and Citizens United

In June of 2011, Groupon, Inc. (“Groupon”) made the first step toward its highly anticipated initial public stock offering (“IPO”) by filing with the U.S. Securities and Exchange Commission (“SEC” or the “Commission”). It was projected that the deal could … Continue reading

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