Corporate Reorganization identifies the dominant causes of business failure or distress, and analyzes how (a) corporate governance enhanced by the best business research of the last 20 years can mitigate or avoid failure and (b) chapter 11 resolves failure/distress. We do this by reference to governance and business research papers, jurisprudence, and articles about failures in the auto, steel, financial, and manufacturing industries, and industries subject to mass tort liability. In formulating resolutions of distressed situations, we apply chapter 11 resolutions as a baseline against which other resolutions are compared. The course is designed to show that optimal restructuring is a multidisciplinary undertaking, even within its legal framework where emphasis is put on governance jurisprudence, bankruptcy jurisprudence, statutory interpretation, the constitutional limits of the bankruptcy power, the bankruptcy court’s jurisdiction, and the use of litigation. This is a one-credit course that meets for 7 two-hour sessions. Grades are determined by 10-page papers on approved topics. Some students may earn two credits by writing more extensive papers.
Note: The course will meet on the first seven Mondays of the term. The last class is March 10, 2014.