Journal Archives

Vol. 22 (2025)

• Issue 1
  • BBLJ Volume 22 Issue 1 – Front Matter
  • Loper Bright and Restoring the Banking Laws’ Progressive Values
  • Judge and Litigant, “Coadventurer[s]”: Proposing a Revised Judge-As-Fiduciary Framework
  • Rules, Standards, and the Value of Certainty in Tax Law
  • Raising the Bottom Without Trying to Cap the Top: Addressing Income Inequality Through Enhanced Deductibility of Worker Pay
  • Have Plain Language Laws Kept Up With the AI Revolution? An Empirical Test
  • Private Equity and Antitrust
  • Regulate for What? A Closer Look at the Rationale and Goals of Digital Competition Regulations
• Issue 2
  • BBLJ Volume 22 Issue 2 – Front Matter
  • Statistical Learning Can Help the Judiciary Fulfill Its Gatekeeping Role Over Expert Witnesses
  • Public Rights, Public Harms, and SEC Enforcement Remedies
  • Rethinking The IPO Bureaucracy
  • Numerus Clausus No More: A Fundamental Shift in Delaware Corporate Law
  • The Keys to the Kingdom: The Unexpectedly Unsettled Definitions of Security and Sale and the Overruling ff Chevron
  • What is Price Impact? How the Goldman Decisions are Reshaping Shareholder Class Actions

Vol. 21 (2024)

• Issue 1
  • BBLJ Volume 21 Issue 1 – Front Matter
  • The Most Important Theory in Corporate Law is Useless: Agency Cost Theory Explains Anything and Predicts Nothing
  • Algorithmic Fairness in Consumer Credit Underwriting: Towards a Harm-Based Framework for AI Fair Lending
  • Putting Cryptocurrency in Its Place: The Case for Why ESG Funds Should Exclude Cryptocurrency-Exposed Companies
  • Gregory v. Helvering: A Red Herring that Shaped Tax Jurisprudence
  • The Hidden Cost of University Patents
• Issue 2
  • BBLJ Volume 21 Issue 2 – Front Matter
  • The Conundrum of Compliance Officer Liability
  • Limiting the Power of Superstar CEOs
  • Are Crypto Exchanges the Exchange Act’s Trojan Horse?
  • The Theories of Corporate Personhood and Their Three False Choices: Developing a Framework for Corporate Rights
  • Why Lawyers Must Responsibly Embrace Generative AI

Vol. 20 (2023)

• Issue 1
  • BBLJ Volume 20 Issue 1 – Front Matter
  • Regional Venture Deals
  • Temporal Priority
  • Enforcing the Rights of Cryptocreditors
  • Do Antitrust Disruptors Make Good Reformers?
  • Implementing the New Purpose of the Corporation: The Duty of Directors to Tie Executive Pay to Employees’ Interests
• Issue 2
  • BBLJ Volume 20 Issue 2 – Front Matter
  • Randomization as an Antitrust Remedy
  • The Influence of Artificial Intelligence and Emerging Technologies on the Regulation of Insurance Companies in the U.S.: An Exemplary Analysis of California’s Rate Making Law
  • Back to Basics in Securities Fraud Class Actions: The Case for Rewinding the Basic Presumption
  • University Oversight of Public University-Affiliated Foundations: Who Watches the Watchers?
  • Strategic Management, Firm Behavior and the Law of Potential Competition

Vol. 19 (2022)

• Issue 1
  • BBLJ Volume 19 Issue 1 – Front Matter
  • Pulling the Trigger: Activating Rating Triggers Under Covid-19
  • Hidden Wealth Transfers in Bankruptcy Asset Sales: A Real Option Analysis
  • Mergers That Harm Our Health
  • The Too-Big-To-Fail Problem and the Blockchain Solution
  • An Empirical View of Peer-to-Peer (P2P) Lending Platforms
• Issue 2
  • BBLJ Volume 19 Issue 2 – Front Matter
  • The Case for Disregarding Entity Shielding
  • ESG Investing: Why Here? Why Now?
  • Functional Wordmarks
  • Climate-Contingent Finance

Vol. 18 (2021)

• Issue 1
  • BBLJ Volume 18, Issue 1 – Front Matter
  • Technology vs Ideology: How Far will Artificial Intelligence and Distributed Ledger Technology Transform Corporate Governance and Business?
  • Data and Manure: Are Data Subjects Investors?
  • Obstacles to Price Competition in the Residential Real Estate Brokerage Market
  • Conscripting the Global Banking Sector: Assessing the Importance and Impact of Private Policing in the Enforcement of U.S. Economic Sanctions
  • Reconsidering Kodak: The Cost of Aftermarket Protection
• Issue 2
  • BBLJ Volume 18 Issue 2 – Front Matter
  • Liberating the Market for Corporate Control
  • Climate Change as Systemic Risk
  • Creating an Industrial Regulatory Framework to Reduce Plastics
  • The Internet and Contract Formation
  • Asking the Hard Questions: Truth, Reconciliation, and Corporate America

Vol. 17 (2020)

• Issue 1
  • BBLJ Volume 17, Issue 1 – Front Matter
  • Related Party Transactions in Commonwealth Asia: Complicating the Comparative Paradigm
  • If Not The Index Funds, Then Who?
  • R Corps: When Should Corporate Values Receive Religious Protection?
  • The Tired Dragon: Casting Doubts on China’s Investment Treaty Practice
  • Cultural Foundations of Peace: How Business, Law, Ethics, and Music Can Provide Infrastructure for Social Harmony
  • Insider Trading: Inside the Quagmire
  • The Illusion of Limited Specific Performance in Mergers and Acquisitions
• Issue 2
  • How to Build a Stablecoin: Certainty, Finality, and Stability Through Commercial Law Principles
  • Tax Wars: How to End the Conflict Over Taxing Global Digital Commerce
  • The New “Reasonable Investor” and Changing Frontiers of Materiality: Increasing Investor Reliance on ESG Disclosures and Implications for Securities Litigation

Vol. 16 (2019)

• Issue 1
  • Front Matter
  • Amazon Delivers Diversity: Geographical & Social Influences on Corporate Embeddedness
  • The Antitrust Case Against Facebook: A Monopolist’s Journey Towards Pervasive Surveillance in Spite of Consumers’ Preference for Privacy
  • Pre-Dispute Mandatory Arbitration of Sexual Harrassment Complaints: Bad for Business Too
  • Piercing the Corporate Veil: Historical, Theoretical & Comparative Perspectives
  • Corporate Criminal Prosecution and Double Jeopardy
• Issue 2
  • Front Matter
  • Objective Measures of Market Efficiency: Applications to Securities Class Actions and Valuations
  • Human Capital and the Search for Originality
  • The Social Responsibility of Business Is Not Social Responsibility: Assume That There Are No Angels and Allow the Free Market’s Touch of Heaven
  • Enabling and Incentivizing Standalone Private Antitrust Actions in Hong Kong — Lessons from the United States
  • Venture Capital in the Rise of Crypto Economy: Problems and Prospects
  • Certified Professional Employer Organizations and Tax Liability Shifting: Assessing the First Two Years of the IRS Certification Program

Vol. 15 (2018)

• Issue 1
  • The Enigma of Hostile Takeovers in Japan: Bidder Beware
  • Private Equity Investor Protection: Conceptualizing The Duties of General Partners in China
  • Opportunity Makes a Thief: Corporate Opportunities as Legal Transplant and Convergence in Corporate Law
  • Politics of Japanese Corporate Governance Reform: Politicians do Matter
  • Game of Thrones: Corporate Governance Issues of Children’s Competition in Family Corporations
  • An Easy Start for Start-ups: Crowdfunding Regulation in Singapore
  • Full Issue
  • Table of Contents
  • Foreword
• Issue 2
  • Hostile Takeover Regimes in Asia: A Comparative Approach
  • Multiple Derivative Actions: Debates in Korea and the Implication for a Comparative Study
  • A One-Size-Fits-All Approach to Corporate Governance Codes and Compliance By Smaller Listed Firms: An Examination of Companies Listed in Hong Kong and Singapore
  • The Logic and Limits of Stewardship Code: The Case of Japan
  • Power Allocation and the Role of Shareholders – A Comparative Examination
  • Dual-Class Shares in Singapore – Where Ideology Meets Pragmatism
  • Full Issue Volume 15, Issue 2

Vol. 14 (2017)

• Investing near the National Security Black Hole
• The Impact of the Dodd-Frank Whistleblower Provisions on FCPA Enforcement and odern Corporate Compliance Programs
• Effectively Discharging Fiduciary Duties in IP-Rich M&A Transactions
• The Duty to Negotiate in Good Faith: Are BATNA Strategies Legal?

Vol. 13 (2015)

• Ignorance Is Bliss: Should Lack of Personal Benefit Knowledge Immunize Insider Trading?
• Tying and Bundled Discounts: An Equilibrium Analysis of Antitrust Liability Tests
• Social Disclosure
• The Trade-off between Ex Ante and Ex Post Transaction Costs: Evidence from Legal Opinions
• National Security Review in Foreign Investments: A Comparative and Critical Assessment on China and U.S. Laws and Practices

Vol. 12 (2015)

• Putting some product into work-product: corporate lawyers learning from designers
• The Problem of Local Methods in Cross-Border Insolvencies
• Reconsidering Brooke Group: Predatory Pricing in Light of the Empirical Learning
• The Extraterritorial Reach of Sovereign Debt Enforcement
• Insights from China for the United States: Shadow Banking, Economic Development, and Financial Systems

Vol. 11 (2014)

• Unpacking the Board A Comparative and Empirical Perspective on Groups in Corporate Decision-Making
• The Plaintiffs’ Lawyer’s Transaction Tax: The New Cost of Doing Business in Public Company Deals
• An Economic Analysis of Limited Shareholder Liability in Contractual Claims
• Central Bank Independence and Macroprudential Policy: A Critical Look at the U.S. Financial Stability Framework

Vol. 10 (2013)

• Issue 1
  • The (Too) Long Arm of the S.E.C.: When a Foreign Employee of a U.S.-Based Multinational Financial Services Client is Threatened with a Subpoena
  • Caremark’s Irrelevance
  • The Section 83(b) Election and the Fallacy of Earned Income
  • Protecting Employee Rights and Prosecuting Corporate Crime: A Proposal for Criminal Cumis Counsel
• Issue 2
  • The Law of Corporate Purpose
  • Dissecting the Two-Handed Lawyer: Thinking Versus Action in Business Lawyering
  • Corporate Monitors: Overcoming the Classification Failure of Targeted Monitoring Systems
  • Charitable Insolvency and Corporate Governance in Bankruptcy Reorganization
  • Is Self-Regulation the Answer? Assessing the Proposal for FINRA Oversight of Investment Advisers

Vol. 9 (2013)

• The Derivative Action in Asia: A Complex Reality
• The Case Against Dodd-Frank Act’s Living Wills: Contingency Planning Following the Financial Crisis
• Nonprofit Pluralism and the Public Trust: Constructing a Transparent Accountable, and Culturally Competent Board Governance Paradigm
• Securing Mobile Technology & Financial Transactions in the United States
• Teaching Transactional Skills in Partnership with the Bar
• Microfinance and the Corporate Governance Conundrum

Vol. 8 (2011)

• Issue 1
  • Prime Property Institutions for Subprime Era: Towards Innovative Models of Homeownership
  • Combating the Teleological Drift of Life Insurance Solvency Regulation: The Case for a Meta-Risk Management Approach to Principles-Based Reserving
  • Law as Asymmetric Information: Theory, Application, and Results in the Context of Foreign Direct Investments in Real Estate
  • The Death of a Defense: How Derivatives Spell the End of the Good Faith Defense to Fraudulent Transfer Actions in Business Bankruptcies
• Issue 2
  • Systemic Risk and the Response to the Crisis
  • Disclosure – An Unappreciated Tool in the CFPB’s Arsenal
  • The Consumer Financial Protection Bureau: Title X of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
  • Bank Regulation and Mortgage Market Reform
  • Credit Derivatives, Leverage, and Financial Regulation’s Missing Macroeconomic Dimension
  • Money Market Funds – Preserving Systemic Benefits, Minimizing Systemic Risks
  • The Impact of Regulatory Initiatives on Liquidity for Venture-Backed Companies
  • Primum Non Nocere: The Impact of Dodd-Frank on Silicon Valley
  • A Rose by Any Other Name: How Labels Get in the Way of U.S. Innovation Policy
  • Dodd-Frank’s Abusive Standard: A Call for Certainty
  • Ability to Pay

Vol. 7 (2010)

• Why Courts Pierce: An Empirical Study of Piercing the Corporate Veil
• Valuation of Reverse Termination Options in Mergers and Acquisitions
• The NYSE Response to Specialist Misconduct: An Example of the Failure of Self-Regulation
• Warning Labels and FCC Regulations: The New Legal and Business Frontier for Cell Phone Manufacturers
• (Mis)Interpreting SLUSA: Closing the Jurisdictional Loophole in Federal Securities Class Actions

Vol. 6 (2009)

• Issue 1
  • Interpretive Preferences and the Limits of the New Formalism
  • Feminizing Capital: A Corporate Imperative
  • The Effect of Mandatory Disclosure on Open-Market Repurchases
• Issue 2
  • Corporate Corruption and the Complicity of Congress and the Supreme Court – The Tortuous Path from Central Bank to Stoneridge Investment Partners
  • Supplying the Adverb: The Future of Corporate Risk-Taking and the Business Judgment Rule
  • The Law and Economics of Hedge Funds: Financial Innovation and Investor Protection
  • Discovering the Role of the Firm: The Separation Criterion and Corporate Law

Vol. 5 (2008)

• Issue 1
  • Dangerous Loans: Consumer Challenges to Adjustable Rate Mortgages
  • Shareholder Proposals: A Catalyst for Climate Change-Related Disclosure, Analysis, and Action
  • Pursuing Preservation of Pre-Bankruptcy Entitlements: Corporate Bankruptcy Law’s Self Executing Mechanisms
• Issue 2
  • The Nominating Process for Corporate Boards of Directors: A Decision-Making Analysis
  • The Efficiency of Friendliness: Japanese Corporate Governance Succeeds aain without Hostile Takeovers
  • The Rise of the Close Corporation and the Making of Corporation Law
  • From Public to Private: The Newly Enacted Chinese Property Law and the Protection of Property Rights in China

Vol. 4 (2007)

• Issue 1
  • The End of the Securities Fraud Class Action as We Know It
  • Monopolists without Borders: The Institutional Challenge of International Antitrust in a Global Gilded Age
  • Commodity Exchanges and Antitrust
  • Omnicare v. NCS Healthcare: A Critical Appraisal
• Issue 2
  • Which Way for Market Institutions: The Fundamental Question of Self-Regulation
  • The Statutory Derivative Action in China: Critical Analysis and Recommendations for Reform
  • Re Qwest Communications International, Inc.: The Tenth Circuit Hangs up the Phone on Qwest’s Petition for Selective Waiver, but the Line Is Not Dead

Vol. 3 (2005)

• Issue 1
  • Attorney Liability under the State Securities Laws: Landscapes and Minefields
  • Share Price as a Poor Criterion for Good Corporate Law
  • Price, Path and Pride: Third-Party Closing Opinion Practice among U.S. Lawyers (A Preliminary Investigation)
  • Material Vulnerabilities: Data Privacy, Corporate Information Security, and Securities Regulation
  • Shareholder Bylaws, Shareholder Nominations, and Poison Pills
  • The Antitrust Super Bowl: America’s Payment System, No-Surcharge Rules, and the Hidden Costs of Credit
• Issue 2
  • Loss Causation in Fraud-on-the-Market Cases Post-Dura Pharmaceuticals
  • Playing the Audit Lottery: The Role of Penalties in the U.S. Tax Law in the Aftermath of Long Term Capital Holdings v. United States
  • Thinking inside the Box: Analyzing Judicial Scrutiny of Deal Protection Devices in Delaware
  • Ghouls and Godsends – A Critique of Reverse Merger Policy

Vol. 2 (2005)

• Issue 1
  • The Klein Criteria Project
  • Corporate Shaming Revisited: An Essay for Bill Klein
  • Klein and the Contradictions of Corporations Law
  • What Is Corporate Law’s Place in Promoting Societal Welfare: An Essay in Honor of Professor William Klein
  • Separation and the Function of Corporation Law
  • Vulnerability and Efficiency (of What?)
  • The Architecture of American Corporate Law: Facilitation and Regulation
  • Criteria for Good Laws of Business Association
  • Economizing Legal D-B8
  • The Simplification of the Criteria for Good Corporate Law or Why Corporate Law Is Not as Important Anymore
  • Criteria for Good Laws of Business Association: An Outsider’s View
  • Organizing the Socio-Legal Study of Business Associations
  • Welfare, Dialectic, and Mediation in Corporate Law
  • Competing Concepts of the Corporation (a.k.a. Criteria – Just Say No)
  • Corporate Law Criteria: Law’s Relation to Private Ordering
• Issue 2
  • The New World of Risk for Corporate Attorneys and Their Boards Post-Sarbanes-Oxley: An Assessment of Impact and a Prescription for Action
  • Dequity: The Blurring of Debt and Equity in Securitized Real Estate Financing
  • Private Benefits of Control, Antitakeover Defenses, and the Perils of Federal Intervention
  • The Concept of Autonomy and the Independent Director of Public Corporations
  • Bankruptcy Law and Inefficient Entitlements

Vol. 1 (2004)

• Issue 1
  • Reforming Corporate Governance: What History Can Teach Us
  • A Framework for the Regulation of Securities Market Intermediaries
  • Tender Offers by Controlling Shareholders: The Specter of Coercion and Fair Price
  • Measuring Share Price Accuracy
  • Economic Organization in the Construction Industry: A Case Study of Collaborative Production under High Uncertainty
• Issue 2
  • Why Corporations?
  • The Globalization (Americanization?) of Executive Pay
  • Stealth Compensation via Retirement Benefits
  • A New Product for the State Corporation Law Market: Audit Committee Certifications
  • Measuring the Effects of Mandated Disclosure