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Author: Mitu Gulati Publisher: University of Chicago Press ISBN: 0226924386 Category : Law Languages : en Pages : 243
Book Description
"Boilerplate language in contracts tends to stick around long after its origins and purpose have been forgotten. Usually there are no serious repercussions, but sometimes it can cause unexpected problems. Such was the case with the obscure pari passu clause in cross-border sovereign debt contracts, when a Belgian court's novel judicial interpretation in Elliott Associates v. Peru rattled international finance by forcing a defaulting sovereign - for one of the first times in the market's centuries-long history - to repay its foreign creditors despite their refusal to enter into a restructuring agreement. Though neither party wanted this outcome, the vast majority of contracts subsequently issued demonstrate virtually no attempt to clarify the imprecise language of the clause. Using this case as a launching pad to explore the broader issue of 'stickiness' of contract boilerplate, Mitu Gulati and Robert E. Scott have sifted through more than one thousand sovereign debt contracts - dating back to the nineteenth century - and interviewed hundreds of practitioners to show that the problem actually lies in the nature of the modern corporate law firm. The financial pressure on large firms to maintain a high volume of transactions contributes to an array of problems that deter innovation and that are largely hidden from the individual lawyer tasked with drafting contracts. With the near certainty of massive sovereign debt structuring in Europe, The Three and a Half Minute Transaction speaks to critical issues facing the industry and has broader implications for contract design that will ensure it remains relevant to our understanding of legal practice long after the debt crisis has subsided"--Unedited summary from book jacket.
Author: Mitu Gulati Publisher: University of Chicago Press ISBN: 0226924386 Category : Law Languages : en Pages : 243
Book Description
"Boilerplate language in contracts tends to stick around long after its origins and purpose have been forgotten. Usually there are no serious repercussions, but sometimes it can cause unexpected problems. Such was the case with the obscure pari passu clause in cross-border sovereign debt contracts, when a Belgian court's novel judicial interpretation in Elliott Associates v. Peru rattled international finance by forcing a defaulting sovereign - for one of the first times in the market's centuries-long history - to repay its foreign creditors despite their refusal to enter into a restructuring agreement. Though neither party wanted this outcome, the vast majority of contracts subsequently issued demonstrate virtually no attempt to clarify the imprecise language of the clause. Using this case as a launching pad to explore the broader issue of 'stickiness' of contract boilerplate, Mitu Gulati and Robert E. Scott have sifted through more than one thousand sovereign debt contracts - dating back to the nineteenth century - and interviewed hundreds of practitioners to show that the problem actually lies in the nature of the modern corporate law firm. The financial pressure on large firms to maintain a high volume of transactions contributes to an array of problems that deter innovation and that are largely hidden from the individual lawyer tasked with drafting contracts. With the near certainty of massive sovereign debt structuring in Europe, The Three and a Half Minute Transaction speaks to critical issues facing the industry and has broader implications for contract design that will ensure it remains relevant to our understanding of legal practice long after the debt crisis has subsided"--Unedited summary from book jacket.
Author: G. Mitu Gulati Publisher: ISBN: Category : Languages : en Pages : 12
Book Description
The Hofstra Law Review has organized an “Ideas” symposium around our book manuscript “The Three and a Half Minute Transaction” (see http://ssrn.com/abstract=1937900). The idea for this symposium came from a debate that occurred at a faculty workshop at the Hofstra Law School some months ago where we were presenting our book manuscript. The topics of conversation included the following: the future of the current big-law-firm model, what value lawyers add in commercial transactions that use boilerplate contracts, why (and whether) boilerplate contracts are so slow to change, why law firms do not generally have R&D departments, the resolution of the Eurozone sovereign debt crisis and more. The Essays in this symposium are from an exceptional group of scholars and practitioners and we are honored that they use our manuscript as their jumping off point to tackle some of the topics mentioned. What we provide here is a brief introduction to the manuscript itself.
Author: Andrea J. Boyack Publisher: ISBN: Category : Languages : en Pages : 23
Book Description
The Three and a Half Minute Transaction: Boilerplate and the Limits of Contractual Design, by Mitu Gulati and Robert E. Scott, is a cautionary tale about modern legal practice where the protagonist is the standard sovereign debt contract. The book discloses an undeniable flaw in sovereign bond boilerplate (the widely used pari passu clause) that, in spite of expensive, sophisticated lawyering, perpetuates a risky disconnect between party intent and contract terms. The fact that boilerplate terms persist even in elite sovereign-lending practices suggests that the problem of over-reliance on standard form language is ubiquitous.When contract terms diverge from client risk management and intent, lawyers have neither provided clients proper representation nor justified their fees.Situated in the context of sovereign debt failures and a profession at the crossroads, the authors' engaging book sounds a well-researched wake-up call to the law. This review explains the context of their study and then builds upon their findings. This review explores two questions suggested but not addressed in The Three and a Half Minute Transaction, namely: What does boilerplate stickiness reveal about the continuing validity of certain contract law doctrines, and what does it suggest for the evolving role of the modern transactional attorney? The conclusion on both accounts is that transactional law practice requires a systemic overhaul, re-focusing lawyerly attention from bulk production of contracts to innovations in contract research and design.
Author: Gregory Klass Publisher: OUP Oxford ISBN: 019102208X Category : Law Languages : en Pages : 417
Book Description
In recent years there has been a revival of interest in the philosophical study of contract law. In 1981 Charles Fried claimed that contract law is based on the philosophy of promise and this has generated what is today known as 'the contract and promise debate'. Cutting to the heart of contemporary discussions, this volume brings together leading philosophers, legal theorists, and contract lawyers to debate the philosophical foundations of this area of law. Divided into two parts, the first explores general themes in the contract theory literature, including the philosophy of promising, the nature of contractual obligation, economic accounts of contract law, and the relationship between contract law and moral values such as personal autonomy and distributive justice. The second part uses these philosophical ideas to make progress in doctrinal debates, relating for example to contract interpretation, unfair terms, good faith, vitiating factors, and remedies. Together, the essays provide a picture of the current state of research in this revitalized area of law, and pave the way for future study and debate.
Author: Simon Witney Publisher: Cambridge University Press ISBN: 1108627668 Category : Law Languages : en Pages : 241
Book Description
Private equity-backed companies are ubiquitous and economically significant. Consequently, the corporate governance of these companies matters to all of us, and – not surprisingly – is coming under increasing scrutiny. Simon Witney, a practicing private equity lawyer, positions private equity portfolio companies within existing academic theory and examines the laws that apply to them in the UK. He analyses the actual governance frameworks that are put in place and identifies problems created by the legal rules – as well as the market's solutions to them. This book not only explains why these governance mechanisms are established, but also what they are expected to achieve. Witney suggests that private equity owners have both the incentives and the capability to focus on responsible investment practices. Good governance, he argues, is a critical success factor for the private equity industry.
Author: Raymond C. Kuo Publisher: Stanford University Press ISBN: 1503628574 Category : Political Science Languages : en Pages : 285
Book Description
Nations have powerful reasons to get their military alliances right. When security pacts go well, they underpin regional and global order; when they fail, they spread wars across continents as states are dragged into conflict. We would, therefore, expect states to carefully tailor their military partnerships to specific conditions. This expectation, Raymond C. Kuo argues, is wrong. Following the Leader argues that most countries ignore their individual security interests in military pacts, instead converging on a single, dominant alliance strategy. The book introduces a new social theory of strategic diffusion and emulation, using case studies and advanced statistical analysis of alliances from 1815 to 2003. In the wake of each major war that shatters the international system, a new hegemon creates a core military partnership to target its greatest enemy. Secondary and peripheral countries rush to emulate this alliance, illustrating their credibility and prestige by mimicking the dominant form. Be it the NATO model that seems so commonsense today, or the realpolitik that reigned in Europe of the late nineteenth century, a lone alliance strategy has defined broad swaths of diplomatic history. It is not states' own security interests driving this phenomenon, Kuo shows, but their jockeying for status in a world periodically remade by great powers.
Author: Francesco Parisi Publisher: Oxford University Press ISBN: 0191507210 Category : Business & Economics Languages : en Pages : 626
Book Description
Covering over one-hundred topics on issues ranging from Law and Neuroeconomics to European Union Law and Economics to Feminist Theory and Law and Economics, The Oxford Handbook of Law and Economics is the definitive work in the field of law and economics. The book gathers together scholars and experts in law and economics to create the most inclusive and current work on law and economics. Edited by Francisco Parisi, the Handbook looks at the origins of the field of law and economics, tracks its progression and increased importance to both law and economics, and looks to the future of the field and its continued development by examining a cornucopia of fields touched by work in law and economics. The uniqueness of its breadth, depth, and convenience make the volume essential to scholars, students, and contributors in the field of law and economics.
Author: Francesca Poggi Publisher: Springer ISBN: 3319446010 Category : Language Arts & Disciplines Languages : en Pages : 480
Book Description
This volume is the second part of a project which hosts an interdisciplinary discussion about the relationship among law and language, legal practice and ordinary conversation, legal philosophy and the linguistics sciences. An international group of authors, from cognitive science, philosophy of language and philosophy of law question about how legal theory and pragmatics can enrich each other. In particular, the first part is devoted to the analysis of how pragmatics can solve problems related to legal theory: What can pragmatics teach about the concept of law and its relationship with moral, and, in particular, about the eternal dispute between legal positivism and legal naturalism? What can pragmatics teach about the concept of law and/or legal disagreements? The second part is focused on legal adjudication: it aims to construct a pragmatic apparatus appropriate to legal trial and/or to test the tenure of the traditional pragmatics tools in the field. The authors face questions such as: Which interesting pragmatic features emerge from legal adjudication? What pragmatic theories are better suited to account for the practice of judgment or its particular aspects (such as the testimony or the binding force of legal precedents)? Which pragmatic and socio-linguistic problems are highlighted by this practice?
Author: Rebecca Hollander-Blumoff Publisher: Edward Elgar Publishing ISBN: 1800881924 Category : Law Languages : en Pages : 509
Book Description
This Research Handbook presents a kaleidoscopic view of law and psychology as a multidisciplinary field of study and explores major themes at the intersection of these two scholarly traditions. Adopting an expansive approach, it examines important topics including theories of justice, morality, and legitimacy; social norms; system justification theory; and the role of emotion within law.
Author: Jeff King Publisher: Cambridge University Press ISBN: 1316565254 Category : Law Languages : en Pages : 249
Book Description
According to the doctrine of odious debt, loans which are knowingly provided to subjugate or defraud the population of a debtor state are not legally binding against that state under international law. Breaking with widespread scepticism, this groundbreaking book reaffirms the original doctrine through a meticulous and definitive examination of state practice and legal history. It restates the doctrine by introducing a new classification of odious debts and defines 'odiousness' by reference to the current, much more determinate and litigated framework of existing public international law. Acknowledging that much of sovereign debt is now governed by the private law of New York and England, Jeff King explores how 'odious debts' in international law should also be regarded as contrary to public policy in private law. This book is essential reading for practising lawyers, scholars, and development and human rights workers.
Author: Mitu Gulati
Author: Mitu Gulati
Author: G. Mitu Gulati
Author: Andrea J. Boyack
Author: Gregory Klass
Author: Simon Witney
Author: Raymond C. Kuo
Author: Francesco Parisi
Author: Francesca Poggi
Author: Rebecca Hollander-Blumoff
Author: Jeff King