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The Business Lawyer | Fall 2022

Volume 77, Issue 4


What Is Stock Market Short-Termism?

Mark Roe

What precisely is stock market short-termism? For an issue that pervades corporate governance thinking, rhetoric, and policymaking, one would think that we know well what it is.

Nov 03, 2022 29 min read


Bankruptcy Remoteness: A Summary Analysis

Securitization and Structured Finance Committee

A summary analysis of legal concepts underlying "bankruptcy remoteness," including: special purpose vehicles, substantive consolidation, and true sale, including the impact of certain recent judicial…

Nov 03, 2022 31 min read

Model Form of Limited Liability Company Agreement

Securitization and Structured Finance Committee

This is the model form of Delaware Limited Liability Company Agreement prepared by the Task Force on Bankruptcy Remoteness of the ABA Business Law Section, Committee on Securitization and Structured…

Nov 03, 2022 38 min read

Survey—Uniform Commercial Code


Jennifer S Martin

In mixed-sales transactions, such as those involving goods and services, courts often apply a predominant purpose test. The application of this test is illustrated by an interesting case decided sinc…

Nov 03, 2022 21 min read


Dominic Liberatore, Stephen T Whelan, and Edward K Gross

This survey covers several 2021 cases involving disputes among parties to equipment leases or other personal property financings and cases involving third parties claiming to have related rights or i…

Nov 03, 2022 18 min read


Robert Denicola and Stephen Krebs

The Payments survey analyzes federal regulatory and Uniform Commercial Code Articles 3, 4, and 4A developments in the payments space.

Nov 03, 2022 28 min read

Letters of Credit

James G Barnes and Carter H Klein

Disputes arising after the issuer has honored a drawing on its letter of credit are addressed separately from wrongful dishonor disputes that arise because the issuer refused to honor a drawing on it…

Nov 03, 2022 23 min read

Documents of Title

Anthony Schutz

Though there were few cases concerning Article 7 during the reporting period, two involve section 7-204 and one involves an important reminder of the significance of documents of title in commercial…

Nov 03, 2022 3 min read

Investment Securities

Carl S Bjerre

The Investment Securities portion of this year’s Uniform Commercial Code Survey focuses on a fairly routine lost certificate case that, because of errors in the opinion, presents consideration of two…

Nov 03, 2022 11 min read

Personal Property Secured Transactions

Stephen L Sepinuck

A review of the most significant judicial and legislative developments of the year involving secured transactions. Topics covered include the scope of UCC Article 9, and the attachment, perfection, p…

Nov 03, 2022 29 min read


Candace M Zierdt and Kristen David Adams

This survey covers Contracts for the International Sale of Goods ("CISG"). The survey reviews numerous Articles including: Articles 1, 2(a), 4, 14.

Nov 03, 2022 18 min read