Print Archive

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Volume 4.1
Horizons of Risk: Climate Stress and the Federal Reserve
David A. Wishnick
Associate Professor of Law, Georgetown University Law Center.

Thanks to Nakita Cuttino, Anna Gelpern, David Hyman, Don Langevoort, Adam Levitin, Morgan Ricks, Hillary Sale, Bob Thompson, Jon Zytnick, and workshop participants at Georgetown, Rutgers, Vanderbilt, and the AALS Financial Regulation Midyear Meeting for helpful comments and engaging discussions. For their skilled research assistance, I thank Maddie Bowen, Matteo Crow, and Amelia Lucas.

Contemporary financial supervision depends on knowledge about risk. Threats to bank soundness and financial stability abound, but they present themselves in amorphous ways. How should supervisors assess their significance? This Article examines a process being employed by the Federal Reserve (Fed) to assess threats posed by climate change.

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Article
Volume 4.1
A Commitment Rule for Insolvency Forum
Anthony J. Casey
Donald M. Ephraim Professor of Law and Economics and Faculty Director of the Center on Law and Finance at The University of Chicago Law School. Email: ajcasey@uchicago.edu.

This research is funded by the Becker Friedman Institute at the University of Chicago. The Richard Weil Faculty Research Fund and the Paul H. Leffmann Fund also provided generous support. I thank Carrie Boone, Taerin Kim, and Emma Xu for their excellent research assistance. A preliminary version of this article was presented at Singapore Management University during my stay as SGRI Visiting Professor in September 2023.

Aurelio Gurrea-Martínez
Associate Professor of Law and Head of the Singapore Global Restructuring Initiative at Singapore Management University. Email: aureliogm@smu.edu.sg.

For excellent research assistance, I would like to thank Linus Koh.

Robert K. Rasmussen
Professor of Law and J. Thomas McCarthy Trustee Chair in Law and Political Science at USC Gould School of Law. Email: rrasmussen@law.usc.edu.

In this Article, we propose a new rule for determining the proper forum for insolvency proceedings. Currently, the Model Law on Cross-Border Insolvency (Model Law)—promulgated by the United Nations Commission on International Trade Law (UNCITRAL)—looks to a debtor’s center of main interest (COMI) to determine the proper forum for a foreign main insolvency proceeding. This rule is flawed.

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Article
Volume 4.1
Event Contracts Are a Step Too Far for Derivatives Regulation
Ilya Beylin
Associate Professor, Seton Hall Law School, B.A.S. Stanford University, J.D. University of Chicago Law School. 

Devin Droll and Najma Hassan provided valuable research assistance. I am grateful for feedback from Tom W. Bell, Onnig H. Dombalagian, Gary E. Kalbaugh, Stephen Lubben, Gideon Mark, Fabio Mattos, Todd Phillips, Andrew Verstein, Adam Wells and participants at the Seton Hall Law School summer scholarship seminar, inaugural Metropolitan Junior Scholars workshop and the AALS Financial Institutions Regulation mid-year meeting at The Wharton School. All errors are my own.

This Article develops two branches of history towards understanding derivatives markets and their regulation. First, using a comprehensive database of derivatives products that the Commodity Futures Trading Commission (CFTC) has authorized, this Article traces stages in the development of derivatives products.

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Volume 4.1
Captured Innovation: Technology Monopoly Response to Transformational Development
Reed Showalter
Reed Showalter is an Attorney Advisor at the Department of Justice Antitrust Division. He was a Senior Policy Advisor at the White House National Economic Council until January 20, 2025. The views expressed do not necessarily reflect those of the United States Department of Justice or the White House.
Laura Edelson
Laura Edelson is an Assistant Professor at Northeastern University.

This Article examines how monopoly power warps incentives to innovate within the largest tech companies across history.

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Comment
Volume 4.1
The “Co-Conspirator Exception” to Illinois Brick: Mandatory Joinder of Direct Purchaser Co-Conspirators
Nikki Chavez Brown
B.S. 2021, University of Alabama; M.B.A. 2022, University of Alabama; J.D. Candidate 2025, University of Chicago Law School.

Many thanks to the University of Chicago Business Law Review staff for their edits and feedback. I especially thank Professor Eric Posner for his suggestions and guidance.

Illinois Brick was intended to be a bright-line rule prohibiting indirect purchasers from recovering damages against an upstream antitrust violator under § 4 of the Clayton Act for overcharges passed-on by direct purchasers.

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Comment
Volume 4.1
Resolving American Semiconductor Challenges through Making the ITC a Preferred Forum
Emma Donnelly
B.A. 2022, Rice University; J.D. Candidate 2025, University of Chicago Law School.

Many thanks to the University of Chicago Business Law Review staff for their helpful edits and feedback. I would like to also thank Professor Randal C. Picker and Professor Jonathan S. Masur for their topic guidance. Lastly, thank you especially to my family; your support has been essential at each turn of my law school career.

This Comment demonstrates the need in United States’ semiconductor policy for the United States to establish itself as a preferred IP litigation forum. The paper notes three obstacles to be solved in current semiconductor IP policy: IP Theft, Semiconductor Counterfeiting, and Balanced Licensing.

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Article
Volume 3.2
Political Freedom and Economic Constraints: The Political Setting for the Problem of Twelve
John C. Coates
Deputy Dean and John F. Cogan Professor of Law of Economics at Harvard Law School

This essay outlines foundations of the current moment facing corporations and politics, which I have characterized as a new “problem of twelve”—that is, the concentration of power in the hands of a small number of index and private equity fund sponsors.

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Article
Volume 3.2
The Power to Shape the “Political”
Amanda Shanor
Assistant Professor and Wolpow Family Faculty Scholar, the Wharton School of the University of Pennsylvania.

Thank you to the editors of the University of Chicago Business Law Review, including Anna Dincher and Maddie Fleming, for organizing this rich conversation and for their helpful comments and suggestions. I am grateful to Emily Chapuis, Sarah Light, Elizabeth Pollman, and Robert Post for helpful conversations and feedback that sharpened these ideas. All errors are my own.

I. Introduction

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Volume 3.2
Kalven For Corporations: Should For-Profit Corporations Adopt Public Statement Policies?
Anthony J. Casey
Donald M. Ephraim Professor of Law and Economics, Faculty Director, The Center on Law and Finance.

The authors are grateful to Tom Cole for his advice and to participants at the University of Chicago Business Law Review Symposium for comments. The Richard Weil Faculty Research Fund and the Paul H. Leffmann Fund provided generous support.

Tom Ginsburg
Leo Spitz Distinguished Service Professor of International Law, Ludwig and Hilde Wolf Research Scholar, Faculty Director, Forum for Free Inquiry and Expression, University of Chicago Law School.

The authors are grateful to Tom Cole for his advice and to participants at the University of Chicago Business Law Review Symposium for comments. The Richard Weil Faculty Research Fund and the Paul H. Leffmann Fund provided generous support.

In the last few years, publicly held for-profit companies have been called upon to take public positions on myriad issues unconnected to core business concerns. Demands for public statements may arise from customers, employees, shareholders (large and small), the media, and others.

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Volume 3.2
How Did Corporations Get Stuck in Politics and Can They Escape?
Jill E. Fisch
Saul A. Fox Distinguished Professor of Business Law at the University of Pennsylvania Carey Law School and a Fellow of the European Corporate Governance Institute.

We are grateful for helpful comments from Reilly Steel, Heidi Welsh, and participants in the Wharton/Penn Law Women in Law and Finance Conference, the Penn Law Faculty Ad Hoc Seminar, the Berkeley Forum on Corporate Governance, the Section on Business Associations at the AALS Annual Meeting, the BYU Winter Deals Conference, the University of Chicago Business Law Review Symposium on the Corporation’s Role in Politics, the Università Cattolica del Sacro Cuore Faculty Seminar, the Global Corporate Governance Colloquium, the Global Institutional Governance Network, and the University of Texas Faculty Workshop.

Jeff Schwartz
Hugh B. Brown Presidential Professor of Law at the University of Utah, S.J. Quinney College of Law.

We are grateful for helpful comments from Reilly Steel, Heidi Welsh, and participants in the Wharton/Penn Law Women in Law and Finance Conference, the Penn Law Faculty Ad Hoc Seminar, the Berkeley Forum on Corporate Governance, the Section on Business Associations at the AALS Annual Meeting, the BYU Winter Deals Conference, the University of Chicago Business Law Review Symposium on the Corporation’s Role in Politics, the Università Cattolica del Sacro Cuore Faculty Seminar, the Global Corporate Governance Colloquium, the Global Institutional Governance Network, and the University of Texas Faculty Workshop.

I. Introduction

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Volume 3.2
Corporate Participation in Social Debates
Anna Toniolo
Fellow and Director, Harvard Law School Program on Corporate Governance, and SJD candidate, Harvard Law School.

For helpful comments and discussions, I would like to thank Lucian Bebchuk, Shelley Alpern, Jane Bestor, John Coates, Alma Cohen, Louis Kaplow, Reiner Kraakman, Ignacio Orellana Garcia, Anete Pajuste, Ariel Rava, Kathy Spier, Tom Zur, and participants in the Harvard Law School Program on Corporate Governance Workshop, the Harvard Law School Graduate Program LLM Paper Presentation, The University of Chicago Business Law Review Symposium 2024, and the 2024 National Business Law Scholars Conference. I am also grateful to the Center for Political Accountability for sharing the data on the corporate political contributions to RAGA and DAGA, and in particular to Bruce Freed and Jeanne Hanna.

“It’s never been more essential for CEOs to have a consistent voice.”

– Larry Fink, 2022 Annual Letter to CEOs