{"id":4429,"date":"2017-11-10T17:34:40","date_gmt":"2017-11-10T22:34:40","guid":{"rendered":"http:\/\/journals.law.harvard.edu\/hblr\/?page_id=4429"},"modified":"2025-02-18T18:23:18","modified_gmt":"2025-02-18T23:23:18","slug":"volume-7-issue-2","status":"publish","type":"page","link":"https:\/\/journals.law.harvard.edu\/hblr\/volume-7-issue-2\/","title":{"rendered":"Volume 7, Issue 2 (2017)"},"content":{"rendered":"
BANKRUPTCY & RESTRUCTURING<\/h5>\n

THREE AGES OF BANKRUPTCY<\/a><\/h3>\n
Mark J. Roe<\/i><\/b><\/h6>\n
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During the past century, three decision-making systems have arisen to accomplish a bankruptcy restructuring\u2014judicial administration, a deal among the firm\u2019s dominant players, and a sale of the firm\u2019s operations in their entirety. Each is embedded in the Bankruptcy Code today, with all having been in play for more than a century and with each having had its heyday, its dominant age. The shifts, rises, and falls among decision-making systems have previously been explained by successful evolution in bankruptcy thinking, by the happenstance of the interests and views of lawyers that designed bankruptcy changes, and by the interests of those who influenced decision-makers. Here I argue that these broad changes also stem from baseline market capacities, which shifted greatly over the past century; I build the case for shifts underlying market conditions being a major explanation for the shifts in decision-making modes. Keeping these three alternative decision-making types clearly in mind not only leads to better understanding of what bankruptcy can and cannot do, but also facilitates stronger policy decisions today here and in the world\u2019s differing bankruptcy systems, as some tasks are best left to the market, others are best handled by the courts, and still others can be left to the inside parties to resolve.<\/p>\n

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SECURITIES & FINANCIAL REGULATION<\/h5>\n

SKIN IN THE GAME FOR CREDIT RATING AGENCIES AND PROXY ADVISORS: REALITY MEETS THEORY<\/a><\/h3>\n
Asaf Eckstein<\/strong><\/em><\/h6>\n
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Financial markets function most efficiently when all of the actors perform their functions scrupulously and through exerting optimal effort. However, human nature demonstrates that people will often underperform if they lack sufficient incentives. In the case of the individuals and entities acting as agents in the U.S. financial markets, if these players do not perform appropriately then everyone suffers. This fact was clearly demonstrated through the Enron and Worldcom scandals, as well as the recent financial crisis. One promising mechanism for motivating these entities is forcing them to have \u201cskin in the game\u201d\u2014a direct financial interest in the companies affected by their actions. Skin in the game has become ubiquitous with regard to corporate \u201cinside\u201d agents\u2014the managers and directors who act on the corporation\u2019s behalf\u2014by providing them with stock options, bonuses, and other methods of pay-for-performance. So, if giving inside agents skin in the game tends to motivate them to act in the corporation\u2019s best interest, would such a mechanism be appropriate for the \u201coutside\u201d agents\u2014entities that are not actually part of the corporation, but perform work on its behalf or on behalf of investors?<\/p>\n

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SECURITIES & FINANCIAL REGULATION<\/h5>\n

PROCEEDING LEGALLY: CLARIFYING THE SEC\/DODD-FRANK WHISTLEBLOWER INCENTIVES<\/a><\/h3>\n
Matt Reeder<\/strong><\/em><\/h6>\n
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The 2016 U.S. presidential election was won on\u2014among other things\u2014 promises to deregulate and to repeal the Dodd-Frank Act. Rather than completely eliminating the SEC Whistleblower Program created by Section 922 of that Act, I propose a legislative solution to the split in the Federal Circuit Courts of Appeals regarding the scope of the program\u2019s anti-retaliation protections. The legislative proposal promises to better align corporate interests and regulatory goals, save costly and time-consuming litigation, and remove employees\u2019 disincentives to report securities law violations within their company.<\/p>\n

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SECURITIES & FINANCIAL REGULATION<\/h5>\n

THE REMAKING OF WALL STREET<\/a><\/h3>\n
Andrew F. Tuch<\/strong><\/em><\/h6>\n
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This Article critically examines the transformation of the financial services industry during and since the financial crisis of 2007\u20132009. This transformation has been marked by the demise of the major investment banks and the related rise of a set of powerful players known as private equity firms. First, this Article argues that private equity firms now mirror investment banks in their mix of activities; ethos of entrepreneurialism, innovation, and risk-taking; role as \u201cshadow banks\u201d; and overall power and influence.<\/p>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n","protected":false},"excerpt":{"rendered":"

BANKRUPTCY & RESTRUCTURING THREE AGES OF BANKRUPTCY Mark J. Roe During the past century, three decision-making systems have arisen to […]<\/p>\n","protected":false},"author":6,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"site-sidebar-layout":"default","site-content-layout":"","ast-site-content-layout":"default","site-content-style":"default","site-sidebar-style":"default","ast-global-header-display":"","ast-banner-title-visibility":"","ast-main-header-display":"","ast-hfb-above-header-display":"","ast-hfb-below-header-display":"","ast-hfb-mobile-header-display":"","site-post-title":"","ast-breadcrumbs-content":"","ast-featured-img":"","footer-sml-layout":"","ast-disable-related-posts":"","theme-transparent-header-meta":"","adv-header-id-meta":"","stick-header-meta":"","header-above-stick-meta":"","header-main-stick-meta":"","header-below-stick-meta":"","astra-migrate-meta-layouts":"default","ast-page-background-enabled":"default","ast-page-background-meta":{"desktop":{"background-color":"var(--ast-global-color-5)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"ast-content-background-meta":{"desktop":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"tablet":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""},"mobile":{"background-color":"var(--ast-global-color-4)","background-image":"","background-repeat":"repeat","background-position":"center center","background-size":"auto","background-attachment":"scroll","background-type":"","background-media":"","overlay-type":"","overlay-color":"","overlay-opacity":"","overlay-gradient":""}},"jetpack_post_was_ever_published":false,"footnotes":""},"class_list":["post-4429","page","type-page","status-publish","hentry"],"jetpack_shortlink":"https:\/\/wp.me\/PgKEUK-19r","jetpack-related-posts":[{"id":5246,"url":"https:\/\/journals.law.harvard.edu\/hblr\/bankruptcy-restructuring\/","url_meta":{"origin":4429,"position":0},"title":"Bankruptcy & Restructuring","author":"wgu","date":"February 15, 2025","format":false,"excerpt":"VOLUME 11 \u2022 COLUMNS ESTIMATING THE NEED FOR ADDITIONAL BANKRUPTCY JUDGES IN LIGHT OF THE COVID-19 PANDEMIC Benjamin Iverson, Jared A. 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