Yair Listokin & Inho Andrew Mun, Rethinking Corporate Law During a Financial Crisis, Harvard Business Law Review (forthcoming)

Since the Financial Crisis of 2008, most reform measures and discussions have asked how the law of financial regulation could be improved to prevent or mitigate future crises. These discussions give short shrift to the role played by corporate law during the Financial Crisis of 2008 and in other financial crises. One critical regulatory tool during the Crisis was “regulation by deal,” in which healthy financial firms (“acquirers”) would hastily acquire failing firms (“targets”) to mitigate the crisis. The deals were governed by corporate law, so corporate law played an outsize role in the response to the Crisis. But few observers have asked how corporate law — in addition to financial regulation — should govern dealmaking in financial crises. To fill in this gap, this Article focuses on the role played by corporate law during the Financial Crisis, and asks whether corporate law should be different during a financial crisis than in ordinary times. Using an externality framework — the failure of large financial firms harms the entire economy, and not just the shareholders of the failed firm — this Article identifies a key problem with the current corporate law regime as applied in financial crises: the shareholder value maximization principle as applied to failing target companies. This principle, manifested in the form of shareholder voting rights on mergers and board fiduciary duties to shareholders, is inapplicable to systemically important target firms whose failure would have enormous negative externalities on the rest of the economy. This Article contends that corporate law as applied to systemically important and failing target firms during crises should change as follows: (1) replace shareholder merger voting rights with appraisal rights, and (2) alter fiduciary duties so that directors and officers of those failing target firms consider the interests of the broader economy.

Fragile By Design or Big Lie?




  • Chris Dodd, Former U.S. Senator (D-Conn.)
  • Randall S. Kroszner, Former Governor, Federal Reserve System,
  • David Nason, Former Assistant Secretary of the Treasury for Financial Institutions
  • Mary Schapiro, Former Chairman, U.S. Securities and Exchange Commission
  • Joe Nocera (moderator), New York Times


  • Henry M. Paulson, Jr., Former U.S. Treasury Secretary
  • David Axelrod, Former Senior Advisor to President Obama
  • Bethany McLean, Vanity Fair


The Politics of the Crisis Response

  • Rahm Emanuel, Former White House Chief of Staff
  • Barney Frank, Former U.S. Representative (D-Mass.)
  • Judd Gregg, Former U.S. Senator (R-NH)
  • Neel Kashkari, Former Assistant Secretary of the Treasury for Financial Stability
  • Andrew Ross Sorkin, The New York Times

  • Mervyn King, Former Governor of the Bank of England


2008 Revisited: The Economics of the Crisis

  • Austan Goolsbee, Former Chair, Council of Economic Advisors,
  • Edward Lazear, Former Chair, Council of Economic Advisors
  • Lawrence H. Summers, Former Director, National Economic Council
  • Phillip Swagel, Former Chief Economist, U.S. Department of the Treasury
  • David Wessel, Economics Editor, The Wall Street Journal

Up & Down Wall Street: A Financial System on the Brink

  • Lawrence D. Fink, Chairman & CEO, BlackRock
  • Ruth Porat, CFO, Morgan Stanley
  • Charles Schwab, Chairman, Charles Schwab Corp.
  • Frederick H. Waddell, Chairman & CEO, Northern Trust Corp.
  • Maria Bartiromo, Anchor, CNBC

Financial Crisis: Five Years Later

New York TimesとWall Street Journalから幾つかのビデオを集めてみました。順に,金融規制,FRB議長,株主アクティビズム,SECによる法執行に関するものです。

via N.Y. Times, Wall St. J.