Browsing by Author "Georgakopoulos, Nicholas L."

Now showing 1 - 10 of 26
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    Avoid Automatic Piercing: a Comment on Blumberg and Strasser
    (2011) Georgakopoulos, Nicholas L.
    This comment argues against piercing by default, a regime that the arguments of the main piece do not justify. Piercing of subsidiaries' veil in contract law is justified but under exceptional circumstances and presumed piercing would not cover all of them. Legislatures, courts, and agencies have moved to validate rather than undermine limited liability. Moreover, automatic piercing would erode the socially desirable incentive for business creation that limited liability provides, reduce or eliminate the markets for venture capital, buyouts and corporate control, and preclude the flexible financing that limited liability makes possible.
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    Bankruptcy for Productivity
    (2002) Georgakopoulos, Nicholas L.
    The accepted economic function of bankruptcy law is that it resolves collective action problems between self-interested creditors. This article argues that this collective-action-resolving function is only one of a multitude of expressions of an overarching economic motivation of bankruptcy law. Bankruptcy law seeks to avoid productivity-destroying consequences of insolvency. The principal expressions of this policy are more prominent features of the bankruptcy system than its collective-action-resolving provisions. The fresh start policy avoids the destruction of individual productivity incentives. The reorganization chapter avoids misallocations and false liquidations due to credit crunches and disrupted markets. The creation of trust funds for future victims of past torts solves the erroneous liquidation incentive that a vicious cycle of tort-driven insolvencies creates. The priority of tort claims during the reorganization cures wasteful incentives for sub-optimal care. None of these fundamental choices is explained as a solution to creditors' collective action problem. Moreover, the resolution of the creditors' collective action problem prevents the destruction of value, becoming itself one more expression in this group of avoiding the economic distortions that insolvency may cause. Closing, I argue that bankruptcy law must address these concerns because they require a study of the debtor's relations in their totality that state law is unlikely to be able to perform. The desired regulatory competition should be provided in the context of the structure of the federal judiciary.
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    Bankruptcy Veil-Piercing
    (2011) Georgakopoulos, Nicholas L.
    This Article reveals that bankruptcy piercing focuses exclusively on contract. Part I updates the comparison of contract-to-tort ratios in veil piercing and beyond. Part II discusses alternative explanations for the surprising frequency of contract piercing, including the substitution of tort piercing with more lenient theories of liability. Part III explains the construction of the bankruptcy sample. Part IV discusses its observations. After the conclusion of the Article, the Appendix lists the bankruptcy opinions analyzed herein.
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    Classical and Cross Insider Trading: Variations on the Theme of Rule 10b-5
    (1990) Georgakopoulos, Nicholas L.
    In recent years there has been intense enforcement and scrutiny of the insider trading laws. It is still advisable, however, to examine the insider trading rules for their coherence and consistency. This article only explores the insider trading rules as they apply to trading by traditional insiders-the management team and its tem- porary members from the professional ranks such as bankers, law- yers, and accountants-all of whom owe fiduciary duties to the employer corporation and its shareholders. The purpose of this article is to uncover an inconsistency in the reasoning behind insider trading regulation of this traditional group.
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    Contract-Centered Veil Piercing
    (2007) Georgakopoulos, Nicholas L.
    The application of the doctrine of piercing the corporate veil to contract disputes has been attacked as undesirable. This article shows that applying piercing to contracts is desirable. Contract-centered veil-piercing functions akin to a penalty-default clause that encourages the efficient pro- duction of information, avoids wasteful precaution, and promotes the use of the corporate form for entrepreneurship.
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    Corporate Defense Law for Dispersed Ownership
    (2001) Georgakopoulos, Nicholas L.
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    Discretion in the Career and Recognition
    (2000) Georgakopoulos, Nicholas L.
    The author compares the career judiciary that is common in legal systems based on the continental European model with the recognition judiciary of some common law countries. This comparison of the incentives judges face and of the features that the selection process rewards in judicial candidates, shows the career judiciary tends to narrowly apply the law while the recognition judiciary tends to perceive interpretive latitude and exercise judicial discretion. The conclusion suggests introducing features of the recognition judiciary into career judiciary systems together with institutional features that will prevent discretion divorced from social preferences, mores, and needs.
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    Financial Armageddon Routs Law Again
    (2013) Georgakopoulos, Nicholas L.
    This essay, after highlighting the unique aspects of financial markets, offers a mostly rational account for financial crises, centering on the 2008 crisis as an example. Market participants may overestimate the duration of high productivity growth due to new technologies and produce occasional — and likely unavoidable — bubbles. Considering potential changes in the regulation of financial markets, the conclusion is grim. Regulators have exhausted the effective legal levers against overestimations of continued high growth. The legislative responses to the last few crises were unproductive and pro-cyclical whereas public finance needs a counter-cyclical approach, souring euphorias and enthusing out of slumps. A meaningful improvement would be the constitutional movement of financial legislative authority to a body with the independence to be counter-cyclical.
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    Five-Four: Dissecting Supreme Court Tightly Split Decisions
    (2024) Sullivan, Jr., Frank; Georgakopoulos, Nicholas L.