The Unwritten Law of Corporate Reorganizations

Description

The law of corporate reorganizations controls the fate of enterprises worth billions of dollars and has reshaped entire sectors of the economy, yet its inner workings largely remain a mystery. Judges must police a small and closed fraternity of professionals as they sit down at a conference table and forge a new future for a distressed business, but little appears to tell judges how they are to do this. Judges, however, are in fact bound by a coherent set of unwritten principles that derive from a statute Parliament passed in 1571. These principles are not simply norms or customary practices. They have hard edges, judges must enforce them, and parties are bound by them as they are by any other law. This book traces the evolution of these unwritten principles and makes accessible a legal world that has long been closed off to outsiders.

Douglas G. Baird is Harry A. Bigelow Distinguished Service Professor of Law at the University of Chicago, and Chair of the National Bankruptcy Conference. A fellow of the American Academy of Arts and Sciences, he has served as a director and scholar-in-residence at the American College of Bankruptcy and is a past president of the American Law and Economics Association. His book Elements of Bankruptcy (7th edn., 2022) is regularly cited by the US Supreme Court and other appellate courts.

'When the leading bankruptcy scholar of the past generation writes his magnum opus, The Unwritten Law of Corporate Reorganizations is what we get. Reaching back through the centuries, with an especially acute lens on the period from the late nineteenth century to today, Douglas Baird flips the conventional wisdom about corporate reorganization on its head, demonstrating that the solution to financial distress has not been technical legal rules; it has been the unwritten practices of generations of bankruptcy insiders. Baird tells the story in a way no other legal scholar can, with remarkable historical discoveries, vivid anecdotes, subtle analysis, and a prose style that makes The Unwritten Law of Corporate Reorganizations the most unlikely of page turners. It is destined to be a classic not just of bankruptcy, but of American business history.' David A. Skeel, S. Samuel Arsht Professor of Corporate Law at the University of Pennsylvania Law School 'An insightful journey through over 200 years of debtors and creditors dealing with financial distress, with fascinating stories brilliantly illuminating the many 'rules' governing modern restructuring practice. A thoroughly enjoyable must-read for understanding this crucial part of the American economy.' Richard Levin, Partner, Jenner & Block, and co-drafter of the Bankruptcy Code '... Baird's account of unwritten law yields a framework for making sense of an otherwise puzzling and troubling tendency of bankruptcy law.' Vincent S. J. Buccola, The Yale Law Journal