Prerequisite: Students must have completed, or be concurrently enrolled in, Bankruptcy. LLMs and cross-registrants can seek permission of the instructor to waive the prerequisite and enroll.

Exam Type: No Exam

Grades are determined by 10-page papers on approved topics.

Corporate Reorganization takes up advanced topics in restructuring across a broad array of disciplines ranging from governance to game theory to prospect theory to restructuring, and to jurisdiction. Basic bankruptcy is not a prerequisite, but all students must agree to call out if I say something they do not understand. The course identifies 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 and impacts out-of-court resolutions. We do this by reference to governance and business research, 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 out-of-court resolutions are compared. The course is designed to show that optimal restructuring is a multidisciplinary undertaking, even within its legal framework. Emphasis is put on governance jurisprudence, bankruptcy jurisprudence, statutory interpretation, the constitutional limits of the bankruptcy power, the psychology of restructuring, and the use of litigation.

Note:This course will meet over seven sessions from January 22 to March 18, 2024.