Books and Supplements:

 Best Practices Report on the Use of Adjunct Faculty

ABA Section of Legal Education and Admission to the Bar, Committee on Adjunct Faculty (editor and contributor, 2011)

This report synthesizes and discusses the results of an extensive survey of policies and practices at ABA accredited law schools relating to the use of adjunct faculty.  The report gives both the data and the open ended comments from the survey, along with observations and suggestions from the members of the Adjunct Faculty Committee.  To learn more, click here.

The Law of Corporate Groups: Jurisdiction, Practice and Procedure

Co-authored with Phillip Blumberg, Kurt Strasser, and Nicholas Georgakopoulos (Wolters Kluwer Law & Business, 2007)

Blumberg on Corporate Groups, 2nd Edition

Co-authored with Phillip Blumberg, Kurt Strasser, and Nicholas Georgakopoulos (Aspen Law & Business, 2004)

Law Review and Journal Articles:

56 Rutgers L. Rev. 409 (2004)

Abstract: Proponents of a consumption tax system to replace the federal income tax typically couch their support for radical tax reform in the language of traditional tax policy goals. They claim that their reform plans promote the goals of simplicity, economic efficiency, stability, and equity. This Article examines how well the proposed tax reforms will achieve those goals in the context of their anticipated impact on state and local finance....[read more]...

Bringing Out the Big Guns: The USA PATRIOT Act, Money Laundering, and the War on Terrorism

55 Baylor L. Rev. 101 (2003)

Abstract:Although much has been said since September 11, 2001, about the need to attack terrorism through the international financial system, the effort appears bound to fail.  The existing framework of money laundering regulation was designed to thwart the conversion of ill-gotten gains into apparently legitimate income; it was not designed to detect the conversion of apparently legitimate income into terrorist funding...[read more]...

The Political Economy of Canada’s “Widely Held” Rule for Large Banks

32 Law & Pol’y Int’l Bus. (Georgetown) 391 (2001) 

Abstract: When NAFTA was first adopted both Mexico and Canada negotiated protectionist provisions designed to ensure that the largest banks in the two countries remained under domestic control.  Over time the Mexican scheme has been changed by domestic legislation, but Canada clings to a protectionist policy for its largest banks...[read more]... 

Of Hungry Wolves and Horizontal Conflicts: Rethinking the Justifications for Bank Holding Company Liability

Abstract:  To what extent should bank holding companies bear the costs of bank failure? Current banking law provides a number of ways to impose liability on bank holding companies for bank failure. Those devices, however, have developed haphazardly and sometimes rest on inconsistent theoretical foundations. This article critiques the regulatory justifications that have been offered for holding company liability and offers an alternative justification ...[read more]...

Banking in North America: The Triumph of Public Choice Over Public Policy 

32 Cornell Int. L.J. 1 (1998)

Abstract:  This article examines the state of cross-border banking in the NAFTA countries and the question of whether member country banks should be permitted to branch freely throughout North America....[read more]...

Shareholder Enforced Market Discipline: How Much is Too Much? 

16 Ann. Rev. Banking L. 311 (1997)

Abstract:  In response to the widespread bank failures of the 1980s and early 1990s, the federal banking regulators developed an arsenal of regulatory weapons designed to impose the cost of bank failure on bank holding companies. Although many justifications for this regulatory strategy have been offered, it appears motivated at least in part by the hope that the threat of potentially massive liability will prompt bank holding companies to more actively monitor bank managers
...[read more]...

Resolving the Subsidiary Director's Dilemma

47 Hastings Law Review 287 (1996)

Abstract: This article examines the fiduciary duties owed by directors of subsidiary corporations in light of traditional corporate law and the special circumstances of the parent-subsidiary relationship.  In some circumstances corporate law imposes upon directors duties running not only to the shareholders but also to nonshareholder constituencies such as "the corporation" or creditors.  In the parent-subsidiary context, imposing duties that run to any group other than shareholders places the directors in an untenable position...[read more]...

Review Essay, A Square Peg in a Vicious Circle: Stephen Breyer's Optimistic Prescription for the Regulatory Mess

32 Harv. J. on Legis. 473 (1995)

Abstract:  With characteristically clear insight, Justice Breyer identifies several systemic problems that plague the regulatory process in the United States. He discusses how public (mis)perceptions, congressional (over)reaction, and technical (un)certainty create a "vicious circle" that increasingly undermines the legitimacy of the regulatory process. ...[read more]...

Note, Drunk Driving and the Alcoholic Offender: A New Approach to an Old Problem

12 Am. J. L. & Med. (1987)

Abstract:   In this student note I argued that drunk driving offenders may in many cases be suffering from the disease of alcholism and might be better dealt with through medical intervention than through the criminal justice system...[read more]...

Invited Symposium Articles:

Of Small Businesses and Entrepreneurs: Toward a Public Policy That Supports New Venture Formation,

in Entrepreneurship and Innovation in Evolving Economies: The Role of Law, 27 (Megan M. Carpenter, ed., Edward Elgar Publishing, 2012).

This symposium contribution explores the policy implications of not making a distinction between the needs of entrepreneurs and the desires of small business owners.  Although most entrepreneurs start out as small businesses, not all small businesses are entrepreneurial. Some governmental policies which are justified as helping "entrepreneurs" may, in fact, be designed only to assist exsiting small businesses and may create obstacles to the entrepreneurial formation of a new business venture.

Wilkes v. Springside Nursing Home, Inc.: The Backstory

33 Western New England. L. Rev. 269 (2011).

This article tells the human story behind the famous case of Wilkes vs. Springside Nursing Home.  to read more, click here.

Interdisciplinary Transactional Courses

12 Tenn. J. Bus. L. 101 (2010) (conference proceedings co-authored with Robert Statchen, Anthony J. Luppino, and William A. Kell,)

These materials presented at the Transactional Lawyering Conference at Emory University School of Law, discuss my experiences teaching an interdisciplinary course with colleagues from the School of Business and with my efforts to find other interdisciplinary opportuntities.  The materials are available by clicking here.

Upper-Level Courses: Three Exemplars

12 Tenn. J. Bus. L. 377 (2010) (conference proceedings co-authored with Mark Fagan, Tamar Frankel, and Kathy Z. Heller)

These materials presented at the Transactional Lawyering Conference at Emory University School of Law, discuss my experiences teaching secured transactions as a richly textured simulation. The materials are available by clicking here.

Teaching Business Lawyering in Law Schools: A Candid Assessment of the Challenges and Some Suggestions for Moving Ahead

 78 UMKC L Rev. 429 (2009)

Abstract:     As a result of several recent studies and changes in the ABA's Standards for Approval of Law Schools, legal education is paying more attention to skills training for law students. The need to bring the skills and values of business lawyers into the classroom has never been greater, yet there remains a real risk that "skills training" may be skewed in favor of litgation skills, with little emphasis given to transactional practice. This article assesses some of the obstacles that stand in the way of effective integration of transactional skills into the law school curriculum and offers some concrete suggestions for overcoming those obstacles. [Go to SSRN]

Forward: Entrepreneurship in a Flat, Green, Cash-Strapped World

Forward: Entrepreneurship, Race, and the Current Environment for Community Economic Development

Forward: Law, Business and Economic Development -- Current Issues and Age-Old Battles

Are There Any Checks and Balances on the Government’s Power to Check our Balances? The Fate of Financial Privacy During the War on Terror

14 Temp. Pol. & Civ. Rts. L. Rev. 517 (2005) 

Abstract:  This chapter examines the extent to which financial holding companies formed under the Gramm-Leach-Bliley Act (GLB Act) will bear the costs of the failure of their bank subsidiaries. Pre-GLB Act banking law provided numerous ways to impose liability on bank holding companies for bank failure.  The GLB Act itself added some provisions dealing with holding company liability, providing protections for receivers of failed institutions and adding ammunition to the regulators' "source of strength" theory...[read more]... 

Rural Low-Income Housing and Massachusetts Chapter 40B: A Perspective from the Zoning Board of Appeals

23 W. New Eng. L.  Rev. 3 (2001)

Abstract:  The Massachusetts Low and Moderate Income Housing Act ("Act") was enacted in 1969 to promote the construction of low-income housing in restrictively zoned Massachusetts communities.  It seeks to achieve its goal by providing a builder's remedy which, in effect, overrides local zoning ordinances....[read more]...

Cross-Border Bank Branching Under the NAFTA: Public Choice and the Law of Corporate Groups 

Contributions to Books:

On Death and Magic: Law, Necromancy and the Great Beyond,

in LAW AND MAGIC (Christine Corcos, ed. Carolina Academic Press, 2009).

Abstract: Every now and then, our legal system interacts with the spirit world, whether by virtue of seances being used in establishing the defense in a criminal matter or being used by the prosecutionto impugn the defendant, or becasue of the impact that ghosts may have on stigmatized property or by virtue of houses being built on cemeteries, like in the movie "Poltergeist."  Our legal system has an uneasy relationship with the spirit world and this piece explores that relationship. 

The Magic of Money and Banking,

in Harry Potter and the Law (Franklin D. Snyder, ed., Carolina Academic Press, 2010).

Abstract: Creating money out of thin air is one of the few truly magical things Muggles are capable of, which makes it odd that J.K. Rowling did not include a more thoughtful discussion of banking in her Harry Potter books.  Indeed, the banking system in the wizarding world seems quite rudimentary -- more like the safe deposit business than true banking.  Nevertheless, Muggle bankers and magical bankers face similar problems relating to security and money laundering and they have developed regulatory strategies to deal with those problems.

Practice Oriented Publications:

OTHER LEGAL PUBLICATIONS:

Learning Business Law by Doing It: Real Transactions in Law School Clinics
Business Law Today,vol. 14, no.1, Sept./Oct. 2004 at 53.

Using the Examination as a Teaching Tool

The Law Teacher (Fall, 2003).