Curriculum Vitae

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Steven L. Schwarcz

Duke Law School
P.O. Box 90360
Durham, NC 27708
(919) 613-7060
(919) 613-7231 (fax)
schwarcz@law.duke.edu

LAW TEACHING

Stanley A. Star Professor of Law & Business, Duke University School of Law, since 2004; Professor of Law, 1996-2004 (teaching courses in commercial law, bankruptcy, corporate reorganization, securitization, finance and international capital markets).
Founding Director, Duke University Global Capital Markets Center; Faculty Director, 1997- 2002 and Co-Academic Director since 2006.
Professor of Business Administration (Adjunct), Fuqua School of Business, Duke University, January 2001-August 2004; Stanley A. Star Professor of Law & Business since that date.
Visiting Professor, University of Geneva Faculty of Law, May-June since 2001, teaching advanced U.S. business law courses in the Master of Advanced Studies in Business Law (“MBL”) Programme
Senior Fellow, The University of Melbourne Law School, spring 2004.
Visiting Lecturer, Yale Law School, 1992-96, teaching courses in commercial law, bankruptcy and finance.
Lecturer in Law, Columbia Law School, 1993-96, teaching courses in corporate reorganization, bankruptcy and structured finance.
Adjunct Professor of Law, Benjamin N. Cardozo School of Law, Yeshiva University, 1983-92, teaching seminars in bankruptcy and corporate reorganization.
Teaching Fellow in Property Law, Columbia Law School, 1974.

LAW PRACTICE

Partner and Chairman of Structured Finance Practice Group, Kaye, Scholer, Fierman, Hays & Handler (now Kaye Scholer LLP), New York, 1989-96, concentrating in asset securitization, structured and corporate finance, bankruptcy and corporate reorganization, and secured lending. Also partner in charge of the firm’s training program in domestic and international finance. Special Counsel July 1996-May 2004; Special Consultant June 2004 through June 2007.
Partner, Shearman & Sterling, New York, 1983-89, concentrating in corporate finance, securitization, bankruptcy, corporate reorganization, commercial transactions and secured lending; associate, 1974-82.

EDUCATION

Columbia University School of Law, 1974, J.D.

Research Assistant, Legislative Drafting Research Fund, 1972-74
Chairman, Environmental Law Council, 1973-74.

New York University School of Engineering and Science, 1971, B.S., Summa Cum Laude, Aeronautics and Astronautics.

Graduated number one in class (3.94/4.00). First prize, 1971, Sandham Public Speaking Contest (the University's public speaking contest). George Granger Brown Scholar. Tau Beta Pi (national engineering honor society—engineering equivalent of Phi Beta Kappa in liberal arts). Sigma Gamma Tau (national aeronautical engineering honor society).
Ranked number one in high school. Skipped senior year to begin college early on full academic scholarship. Declined invitation to begin college after sophomore year. While in high school, co-founded an “amateur rocket society” which built and launched the first non-governmental satellite, memorabilia of which were acquired by the Smithsonian National Air and Space Museum in Washington, D.C. (these rocket exploits were featured on American Public Media’s “The Story,” Jan. 9, 2008; program archived at http://thestory.org/archive/the_story_424_Rocket_Boys.mp3/view), and rebroadcast again on Aug. 12, 2008, in a “Best of The Story” series.

OTHER PROFESSIONAL HONORS AND ACTIVITIES

Keynote Speaker, New York Law School Law Review symposium on problems arising from asset-backed securities (scheduled for April 24, 2009).
Keynote Speaker, New York University School of Law and Journal of Law and Business, Symposium on Modernizing Financial Regulatory Structure (February 20, 2009).
Featured Speaker, ABA Section on Business Law Annual Leadership Meeting (January 17, 2009).
Inaugural Georgetown Law Journal Author Lecture (scheduled for November 3, 2008).
Keynote Speaker, University of South Carolina, Law Review symposium on the subprime mortgage crisis (October 24, 2008).
Fellow, American College of Commercial Finance Lawyers.
2008 Roy R. Ray Lecture, Southern Methodist University, Dedman School of Law.
Distinguished Speaker (in Series), Corporate Governance Center, The University of Tennessee, 2008.
Business Law Advisor to the American Bar Association Section on Business Law, 2008-09
Academic Advisor to the U.S. Federal Reserve Bank of Cleveland on the subprime mortgage crisis (2007).
Founding Member, International Insolvency Institute.
Keynote Speaker, 2004 Annual Conference, Corporate Law Teachers’ Association of Australia and New Zealand.
Senior Fellow, The University of Melbourne Law School (spring 2004).
Parsons Visitor, University of Sydney Law Faculty (spring 2004).
Keynote Speaker, Asian Securitisation Forum (2004, New Delhi)
4th AIIFL Distinguished Public Lecture, “Intermediary Risk in Global Financial Markets,” The University of Hong Kong (2002).
Keynote Speaker, Moody’s Corporation Annual Global Management Offsite (2002).
Keynote Speaker, National Economics Research Association (NERA) annual meeting (2002).
1996 Benjamin Weintraub Distinguished Professorship Lecture, Hofstra University School of Law.
Founder and first Faculty Director, Duke University Global Capital Markets Center.
Member, The American Law Institute (Member of Consultative Groups on Uniform Commercial Code, Suretyship, and Transnational Insolvency).
Member of Expert Advisory Group to United Nations Commission on International Trade Law (UNCITRAL) regarding its International Receivables Financing Convention and proposals for an international insolvency convention.
Member, U.S. Secretary of State’s Advisory Committee on Private International Law (since 1999).
Member, Academic Advisory Board, The University of Hong Kong Faculty of Law’s Asian Institute of International Financial Law (since 2001).
Member, Academic Advisory Committee, Fudan [University] Civil & Commercial Law Review (since 2001).
Member, Editorial Advisory Board, Cambridge University Series on Economics, Finance and Law (since 2007).
Member, Editorial Advisory Board, American Securitization (since 2006).
Associate Editor, The Journal of Restructuring Finance (since 2002).
Senior Consultant, International Law Center for Inter-American Free Trade’s Mexican Securitization Project (1997-99).
Member, American Law and Economics Association.
Member, Advisory Board, The Securitization Conduit (since 2000).
Member, Duke University Academic Council, 1999-2000; 2002-2003.
Member, North Carolina General Statutes Commission Drafting Committee to review revised Uniform Commercial Code Article 9, 1998-99.
The Association of the Bar of the City of New York: Chairman of Committee on Science and Law, 1987-90; Chairman of Causation Subcommittee, 1985-86; member, Committee on Uniform State Laws, 1993-96.
The New York Academy of Sciences: Directed major Academy study on public participation in the allocation of funds for scientific research, and Vice Chairman of the Section on Science and Public Policy, 1974-78.
Founded and directed Friends of the Eldridge Street Synagogue, 1978-84, the organization that first recognized the historic, religious and architectural significance of this synagogue; represented the synagogue in obtaining National and New York City Landmark status; and laid the foundation for the national fundraising effort.
Special Master, Bank of America, N.A. v. Patriarch Partners, LLC, U.S. District Court, W.D.N.C., Case # 3:01CV547-MU (2002).

Have lectured or chaired scholarly and policy-oriented programs for the following:

Centre for Corporate and Commercial Law of the University of Cambridge
Centre for Commercial Law Studies of the University of London
Australian National University
The University of Melbourne, the University of Sydney
The University of Tokyo
Catholic University of Chile (co-sponsored by the Ministry of Finance of Chile)
The University of Auckland Research Centre for Business Law
National University of Singapore Centre for Commercial Law Studies
Asia Institute of International Financial Law (Distinguished Visitor)
Asia-America Institute in Transnational Law at The University of Hong Kong
American Securitization Forum
Asian Securitisation Forum
University of Delhi Faculty of Management Studies
American Conference Institute
American Law and Economics Association
University of Connecticut
Association of the Bar of the City of New York
Heyman Center on Corporate Governance at Cardozo Law School
United Nations Commission on International Trade Law
U.S. Department of State
University of Oxford Banking Forum
National Conference of Bankruptcy Judges
University of Cincinnati
The Institute for Law and Economics of the University of Pennsylvania
the Judge Business School (Cambridge University)
the University of Illinois College of Law-American Bankruptcy Institute 2008 "Debt" Conference
Humboldt Universität zu Berlin
The University of Hong Kong Faculty of Law (Distinguished Public Lecture series)
The World Bank

Have presented faculty workshops at the following schools:

Yale Law School
University of Pennsylvania Law School
University of Michigan Law School
The University of Chicago Law School
Harvard Law School
Georgetown University Law Center
Vanderbilt University Law School
Washington University School of Law (St. Louis)
Boston College Law School
Temple University
James E. Beasley School of Law
University of North Carolina School of Law, Chapel Hill
University of Illinois College of Law
Washington and Lee University School of Law
The University of Georgia School of Law
American University—Washington College of Law
The University of Melbourne Law School
University of Sydney Faculty of Law
Monash University Law School
National University of Singapore
Victoria University Centre for International Corporate Governance Research
The University of Tennessee College of Law and College of Business Administration
George Mason University School of Law
Wake Forest University (School of Law and Babcock School of Management)
The University of Richmond School of Law
University of Utah S.J. Quinney College of Law
William & Mary
Emory Law School
Southern Methodist University Dedman School of Law
The University of Hong Kong
Faculté de droit de l’Université de Genève (through the Centre for Banking & Financial Law)
Western Ontario University Faculty of Law
Duke University

Numerous School of Law faculty workshops
Fuqua School of Business Finance Workshops
Duke Finance & Law Workshop
Globalization, Equity & Democratic Governance University Seminar
Global Capital Markets Center Interdisciplinary Workshops

GOVERNMENT TESTIMONY

Committee on Governmental Affairs of the U.S. Senate, on “Rating the Raters: Enron and the Credit Rating Agencies,” Mar. 20, 2002 (written and oral testimony at Committee’s request).
Committee on the Judiciary of the U.S. Senate, on proposed Section 912 (true sales in securitization transactions) of the Bankruptcy Reform Act of 2001 (S.420/H.R.333), Feb. 26, 2002 (written testimony at Committee’s request).
Securities and Exchange Commission, on “Hearing on Credit Rating Agencies,” Nov. 21, 2002 (oral testimony at Commission’s request).
Committee on Financial Services of the U.S. House of Representatives, on H.R. 2990 (Credit Rating Agency Duopoly Relief Act of 2005) (declined invitation to testify on Nov. 29, 2005 due to conflicting schedule, but commented by telephone to Committee staff).
Committee on Financial Services of the U.S. House of Representatives, on “Systemic Risk: Examining Regulators’ Ability to Respond to Threats to the Financial System,” Oct. 2, 2007 (written and oral testimony at Committee’s request)
U.S. Federal Reserve Bank of Cleveland, on “Structured Finance and Loan Modification,” Nov. 20, 2007.
Committee on Banking, Housing, and Urban Affairs of the U.S. Senate, advice on structured finance at request of Counsel for the Committee.
U.K. High Court of Justice, Chancery Division, expert testimony (with duty to the Court), July 3, 2008, on legal issues relating to tension between indenture-trustee duties to senior and subordinated investors and desire of seniors to foreclose on undervalued collateral (in Bank of New York v. Montana Bd. of Investments, decided at [2008] E.W.H.C. 1594 (Ch.)).
Committee on Homeland Security and Governmental Affairs of the U.S. Senate, Jan. 9, 2009 (oral advice on financial regulatory reform to Ryan McCormick, Counsel and Legislative Assistant for Economic Policy, and other Committee staff Seth Grossman, Jonathan Trayton, and Mary Beth Schulz, at their request).

MISCELLANEOUS

Chevalier, Confrerie de la Chaine des Rotisseurs
Commandeur, La Commanderie de Bordeaux

PUBLICATIONS

REGULATING TO CONTAIN SYSTEMIC RISK: THE FINANCIAL CRISIS OF 2007-2009 AND BEYOND (Oxford University Press, forthcoming 2009-10) (with Kenneth Anderson).
“Regulating Complexity in Financial Markets,” forthcoming 87 Wash. U. L. Rev., Issue 2 (2009-10), (under previous title, “Complexity as a Catalyst of Market Failure”).
“Too Big To Fail?: Recasting the Financial Safety Net,” forthcoming chapter in THE PANIC OF 2008 (George Washington University symposium-based book).
“Conflicts and Financial Collapse: The Problem of Secondary-Management Agency Costs,” forthcoming 26 Yale J. on Reg., Issue no. 2 (Summer 2009) (symposium issue on the future of financial regulation).
“The Case for a Market Liquidity Provider of Last Resort,” forthcoming NYU J. Law & Bus. (2009) (keynote address at law review symposium on modernizing the financial regulatory structure).
“The Future of Securitization,” forthcoming 41 Conn. L. Rev., Issue No. 4 (2009) (symposium issue on the subprime crisis: going forward).
“Understanding the ‘Subprime’ Financial Crisis,” forthcoming 60 S. C. L. Rev. (2009) (keynote address at law review symposium on the subprime mortgage crisis). A redacted and modified version of this article, delivered at the ABA Section on Business Law’s 2009 annual leadership meeting, was republished as Perspectives on the Subprime Financial Crisis in the ABA Section on Business Law’s E-source (Feb. 2009).
“A Theory of Damages for Economic Loss” (work-in-progress, with Francis McGovern).
“The ‘Principles’ Paradox,” forthcoming European Bus. Org. L. Rev. (Jan. 2009, Cambridge University symposium issue on principles v rules in financial regulation). This article is also forthcoming as a chapter in KERN ALEXANDER, THE RESEARCH HANDBOOK OF INTERNATIONAL FINANCIAL REGULATION (Dec. 2008).
“Disclosure’s Failure in the Subprime Mortgage Crisis,” 2008 Utah. L. Rev. 1109 (symposium issue on the subprime mortgage meltdown).
“Majority Bondholder Governance, Conflicts of Interest, and the Rise of Distressed-Bond Investing” (work-in-progress, with Francisco Benzoni).
“Corporations As Debt Slaves: A Fundamental Inquiry Into Waiving Bankruptcy-Filing Protection” (work-in-progress).
“Bankruptcy Extralegal Norms” (work-in-progress, with Shane Tintle).
“Beyond the Bailout,” Commentary in Forbes.com (posted October 8, 2008).
“Systemic Risk,” 97 Georgetown Law Journal 193 (2008). I was selected to give the first of The Georgetown Law Journal Author Lectures (scheduled for November 2008) on this article. Certain ideas from this article were published as Op-Ed articles in The Baltimore Sun (“Protecting Against Economic Shocks,” Sept. 17, 2007) and The [Newark] Star-Ledger (“Fed Must Also Guard Financial Markets,” Sept. 17, 2007), and republished in the Raleigh News & Observer (Sept. 18, 2007) and the Pittsburgh Post-Gazette (“Private Sector: Fed Could Counter Economic Shocks By Becoming Lender of Last Resort,” Sept. 18, 2007). Ideas from this article also were “blogged” in The Huffington Post (“Markets, Systemic Risk, and the Subprime Mortgage Meltdown,” posted March 18, 2008) and published as a Commentary in Forbes.com (“Systemic Risk Meets Subprime Mortgages,” posted May 1, 2008). A redacted and modified version of this article is also being published by The Georgetown Law Journal, under the title “Systemic Risk: Revisiting Theory from the Perspective of the ‘Subprime’ Financial Crisis,” in its Legal Workshop Website.
“Protecting Financial Markets: Lessons from the Subprime Mortgage Meltdown,” 93 Minnesota L. Rev. 373 (2008). This article is being republished in The Journal of Management Science; in MORTGAGE LAWS—GLOBAL PERSPECTIVES (S. Ravi, ed.) (Amicus Books, ICFAI University Press); and also in ENRON AND OTHER CORPORATE FIASCOS: THE CORPORATE SCANDAL READER (Nancy B. Rapoport et al., eds.) (2d ed. 2009).
Thought piece, as one of three experts “asked [by The New York Times] to offer their thoughts about the administration’s actions” regarding the then-proposed $700 billion financial bailout legislation, in “How Three Economists View a Financial Rescue Plan,” N.Y. Times, Sept. 22, 2008, at C4.
“Markets, Systemic Risk, and the Subprime Mortgage Crisis,” 61 SMU L. Rev. 209 (2008 Roy R. Ray Lecture at SMU Law School). Republished in NORTON ANNUAL REVIEW OF INTERNATIONAL INSOLVENCY (2009 ed.).
“Bond Defaults and the Dilemma of the Indenture Trustee,” 59 Ala. L. Rev. 1037 (2008) (with Gregory M. Sergi).
“To Make or to Buy: In-House Lawyering and Value Creation,” 33 J. Corp. L. 497 (2008).
“Explaining the Value of Transactional Lawyering,” 12 Stan. J. L. Bus. & Fin. 486 (2007).
“Substantive Consolidation of Corporate Groups in Insolvency Situations” and “Delaware Limited Liability Companies in the Zone of Insolvency,” 81 Australian L. J. 15 (in Overseas Law, Recent Developments in United States Insolvency Law, Ross Buckley, ed.) (Jan. 2007).
“Automatic Perfection of Sales of Payment Intangibles: A Trap for the Unwary,” 68 Ohio St. L.J. 273 (2007) (symposium issue of essays on “Commercial Calamities,” sponsored by the Association of American Law Schools).
“Financial Information Failure and Lawyer Responsibility,” 31 J. Corp. L. 1097 (2006).
“The Public Responsibility of Structured Finance Lawyers,” 1 Capital Markets Law Journal 6 (Oxford University Press 2006).
“Ohio Supreme Court Decision Jeopardizes the Financeability of Government Receivables,” 59 U.C.C. Bulletin 1 (Sept. 2006) (with Eric Marcus).
“We Are All Saying Much the Same Thing: A Rejoinder to the Comments of Professors Coffee, Macey, and Simon,” 84 Texas L. Rev. 93 (2005).
“The Limits of Lawyering: Legal Opinions in Structured Finance,” 84 Texas L. Rev. 1 (2005) (featured article, with commentaries by Professors John Coffee, Jonathan Macey, and William Simon). Columbia Law School’s Center on Corporate Governance also held a symposium on this article in March 2005. This article was republished in 4 ICFAI JOURNAL OF BANKING LAW Issue no. 3, at 22 (July 2006).
“The Confused U.S. Framework for Foreign Bank Insolvency: An Open Research Agenda,” 1 REV. L. & ECON. 81 (2005), issue no. 1, article no. 6, (republished 3 ICFAI JOURNAL OF BANKING LAW Issue no. 3, at 55 (July 2005)).
“Temporal Perspectives: Resolving the Conflict Between Current and Future Investors,” 89 Minnesota L. Rev. 1044 (2005); forthcoming in Chinese translation through the School of Civil, Commercial and Economic Law of the China University of Politics and Law; republished in 3 ICFAI JOURNAL OF CORPORATE & SECURITIES LAW 49 (Feb. 2006). (This article also was selected by the Executive Committee of the Association of American Law Schools (AALS) Section on Securities Regulation for presentation at the AALS 2005 Annual Meeting.)
“‘Looking Forward: 2005-2010’ A Sovereign Debt Restructuring Reverie,” 6 U. Chicago J. Int’l L. 381 (2005) (Symposium on Sovereign Debt Restructuring).
“Collapsing Corporate Structures: Resolving the Tension Between Form and Substance,” 60 Bus. Law. 109 (Nov. 2004).
“Subnational Debt Restructuring and the Rule of Law,” 1 J. Restructuring Finance 129 (2004).
“Securitization Post-Enron,” 25 Cardozo Law Review 1539 (2004) (symposium issue on “Threats to Asset-Based Finance”) (republished in 10 THE FINANCIER 46 (2003) and in 46 CORPORATE PRACTICE COMMENTATOR 963 (2004)).
“’Idiot’s Guide’ to Sovereign Debt Restructuring,” 53 Emory L. J. 1189 (2004) (Georgetown Law School symposium on sovereign debt restructuring, published in special edition of Emory L.J.).
“Is Securitization Legitimate?,” in INT’L FINANCIAL L. REV. 2004 GUIDE TO STRUCTURED FINANCE 115 (2004).
“Rethinking the Disclosure Paradigm in a World of Complexity,” 2004 U. Illinois L. Rev. 1 (2004) (republished in SECURITIES LAW REVIEW 28 (2006, Donald C. Langevoort, ed.); and discussed by Malcolm Gladwell in “Open Secrets: Enron, Intelligence, and the Perils of Too Much Information,” NEW YORKER (Jan. 8, 2007)).
SECURITIZATION, STRUCTURED FINANCE, AND CAPITAL MARKETS (2004) (with Bruce A. Markell and Lissa Lamkin Broome); Japanese edition forthcoming.
“Commercial Trusts as Business Organization: An Invitation to Comparatists,” 13 Duke J. Comp. & Int’l L. 321 (2003) (special symposium issue in memory of Professor Herbert Bernstein); republished (in Chinese) in 2004 Fudan University Civil & Commercial Law Review, issue 12.
“Commercial Trusts as Business Organizations: Unraveling the Mystery,” 58 Bus. Law. 559 (2003) (also translated into Chinese and republished in Nan Jing University Law Review (Spring 2006)).
“Cross-Border Collateral: Legal Risks and the Conflict of Laws,” 2003 Canadian Bus. L. J./ Revue Canadienne du droit de commerce 150 (Feb. 2003) (book review).
“Taking Charge: Authorizing Most Credit-Rating Agencies Could Increase Economic Efficiency,” 116 L.A. Daily J. 6 (Mar. 13, 2003) (OpEd).
“Private Ordering,” 97 NW. U. L. REV. 319 (2002).
Essays on the topics of securitization, credit rating agencies, and intermediary risk in ENCYCLOPEDIA OF FINANCIAL ENGINEERING AND RISK MANAGEMENT (forthcoming 2003 by Fitzroy Dearborn Publishers).
“Enron and the Use and Abuse of Special Purpose Entities in Corporate Structures,” 70 U. Cin. L. Rev. 1309 (2002) (symposium issue on “Corporate Bankruptcy in the New Millennium”) (republished in 9 THE FINANCIER 23 (2002); AEI-Brookings Joint Center for Regulatory Studies in Joint Center Update 02-10-03); __ SECURITIZATION CONDUIT __ (2004); and 1 INT’L J. FIN. EDUC. 7 (2005)).
“Global Decentralization and the Subnational Debt Problem,” 51 Duke L. J. 1179 (2002); republished in redacted form as “Restructuring Subnational Debt,” 23 Mun. Fin. J. 1 (Fall 2002). Also republished in Journal of International Business Law (a publication of the Institute of Chartered Financial Analysts of India).
“Private Ordering of Public Markets: The Rating Agency Paradox,” 2002 U. Illinois L. Rev. 1 (2002) (republished by the AEI-Brookings Joint Center for Regulatory Studies in Joint Center Update 02-9).
“The Universal Language of International Securitization,” 12 Duke J. Comparative & Int’l Law 285 (2002) (introduction to symposium issue on “International Securitization and Structured Finance”).
“The Impact of Bankruptcy Reform on ‘True Sale’ Determination in Securitization Transactions," 7 Fordham J. Corp. & Fin. Law 353 (Spring 2002 symposium issue based on papers presented at the 2001 Eugene Murphy Conference on Corporate Law at Fordham University School of Law).
STRUCTURED FINANCE, A GUIDE TO THE PRINCIPLES OF ASSET SECURITIZATION (3d ed. 2002 & supplements); republished in Spanish translation by Univerdidad Finis Terrae Facultad de Derecho, as GUIA SOBRE LOS PRINCIPIOS DE SECURITIZACION DE ACTIVOS (Nov. 2002); republished in Korean translation by Maekyung (2003) and in Chinese translation by Tsinghua University Publishing House (2003).
“Intermediary Risk in a Global Economy,” 50 Duke L. J. 1541 (2001); republished in redacted form as “Indirectly Held Securities and Intermediary Risk” in 6 Uniform Law Review/ Revue de droit uniforme 283 (2001) and also in 54 UCC Bulletin (Oct. & Nov. 2004 issues).
“The Role of Rating Agencies in Global Market Regulation,” in REGULATING FINANCIAL SERVICES AND MARKETS IN THE 21ST CENTURY 297 (Eilís Ferran & Charles Goodhart eds., 2001).
“Sovereign Debt Restructuring: A Bankruptcy Reorganization Approach,” 85 Cornell L. Rev. 956 (2000) (republished by the University of Oxford Banking Forum as part of the proceedings of its September 14, 2000 conference on “The Future of Global Financial Regulation in the Digital Era”).
“Judgment Proofing: A Rejoinder,” 52 Stanford L. Rev. 77 (1999).
“The Inherent Irrationality of Judgment Proofing,” 52 Stanford L. Rev. 1 (1999) (featured article, with commentaries by Professors Lynn LoPucki and Charles W. Mooney).
“Towards a Centralized Perfection System for Cross-Border Receivables Financing,” 20 U. Penn. J. Int’l Econ. L. 455 (Fall 1999) (Symposium on Cross-Border Secured Transactions).
“The Impact on Securitization of Revised UCC Article 9,” 74 Chicago-Kent L. Rev. 947 (1999) (Symposium on Revised Uniform Commercial Code Article 9), republished in 45 UCC Bulletin 1 (December 2001).
“Rethinking Freedom of Contract: A Bankruptcy Paradigm,” 77 Texas L. Rev. 515 (1999).
“The Universal Language of Cross-Border Finance,” 8 Duke J. Comparative & Int’l Law 235 (1998) (Symposium on International Issues in Cross-Border Securitization and Structured Finance), republished in 2 The Securitization Conduit 8 (Spring 1999); distributed by the U.S. Department of State as Document # ACPIL 49/G/3 at the May 10-11, 1999 meeting of the Secretary of State’s Advisory Committee on Private International Law; translated into Chinese and republished in 2001 Contemporary Law Studies Issue No. 4, at 27 (Fudan University 2001).
“The Attraction of Law and Economics: Is Law An Autonomous Discipline?,” 21 Harvard J. Law & Pub. Policy 85 (1998) (Symposium on Law and Economics and the Rule of Law).
“The Easy Case for the Priority of Secured Claims in Bankruptcy,” 47 Duke L. J. 425 (1997), republished in installment in 35 UCC Bulletin 1 (July, August, September & October issues) (1998).
"Protecting Rights, Preventing Windfalls: A Model for Harmonizing State and Federal Laws on Floating Liens," 75 North Carolina L. Rev. 403 (1997), republished in installments in 34 UCC Bulletin 1 (May, June, July, & August issues) (1997).
"Rethinking the Role of Recourse in the Sale of Financial Assets," 52 Business Lawyer 159 (1996) [co-author].
“Rethinking A Corporation’s Obligations to Creditors,” 17 Cardozo L. Rev. 647 (1996).
“Law and Economics of Securitization,” New Business Law issues 580 & 581 (1995) (in Japanese).
"A Fundamental Inquiry Into the Statutory Rulemaking Process of Private Legislatures," 29 Ga. L. Rev. 909 (1995).
"The Global Alchemy of Asset Securitization," 14 International Financial Law Review 30 (May 1995) (based on the Stanford article, but revised for an international audience).
"The Alchemy of Asset Securitization," 1 Stanford J. Law, Bus. & Finance 133 (1994). Republished in 1 The Financier 53 (December 1994), 32 UCC Bulletin 1 (August 1995), and 37 Corp. Prac. Commentator 783 (1996); translated into German and republished in 50 Der Betrieb 1289 (1997); translated into Chinese and republished in 2001 Fudan [University] Civil & Commercial L. Rev.310 (2001).
"A New Theory of Recourse in Structured Finance," 1994 Asset Sales Report 8 (February 14, 1994).
PEB Commentary No. 14 on Uniform Commercial Code Section 9-102(1)(b) [draftsman of the Commentary].
"Civil Forfeiture: A Higher Form of Commercial Law?" 62 Fordham L. Rev. 287 (1993) [with A. Rothman]. Republished in both 8 White-Collar Crime Reporter 1 (January 1994) and 31 UCC Bulletin 1 (April 1994), and also was the subject of a "Viewpoints" editorial in The New York Times (Sunday Business Section) 11 (April 3, 1994).
"The Parts Are Greater Than the Whole: How Securitization of Divisible Interests Can Revolutionize Structured Finance and Open the Capital Markets to Middle-Market Companies," 1993 Columbia Bus. L. Rev. 139 (1993).
"'Octagon Gas' Ruling Creates Turmoil for Commercial and Asset-Based Finance," 210 New York L.J. 1 (Aug. 4, 1993).
STRUCTURED FINANCE, A GUIDE TO THE PRINCIPLES OF ASSET SECURITIZATION (2d ed. 1993).
"Credit Lyonnais Case Clarifies ABS Issues In Bankruptcy," 1992 Asset Sales Rep. 1 (Oct. 12, 1992).
"Structuring and Legal Issues of Asset Securitization in the United States," Chapter 2 in Asset Securitization: International Financial and Legal Perspectives (Basil Blackwell, 1991).
STRUCTURED FINANCE, A GUIDE TO THE FUNDAMENTALS OF ASSET SECURITIZATION (1990).
"Structured Finance: The New Way to Securitize Assets," 11 Cardozo L. Rev. 607 (1990).
"Guaranties and Other Third-Party Credit Supports," Chapter 16 in Commercial Loan Documentation Guide (1988 Matthew Bender) [with Gabe Shawn Varges].
"Sharing of Research Results in a Federally Sponsored Gene Mapping Project," 1987 Report to the Office of Technology Assessment in Congress by the Committee on Science and Law of The Association of the Bar of the City of New York, chaired by Schwarcz.
"The Impact of Fraudulent Conveyance Law on Future Advances Supported by Upstream Guaranties and Security Interests," 9 Cardozo L. Rev. 729 (1987).
"Basics of Business Reorganization in Bankruptcy," 68 J. Commercial Bank Lending 36 (1985), updated and republished November 1987; translated into Chinese and republished in 2 Grad. Stud. J. Issue No. 3, at 59 (Fudan University 2001).
"An Analysis of Proposed Changes in Substantive and Procedural Law in Response to Perceived Difficulties in Establishing Whether or Not Causation Exists in Mass Toxic Tort Litigation," 41 The Record 905, The Association of the Bar of the City of New York (December 1986) (was Chairman of Subcommittee that produced this Report).
"Leveraged Buyouts in Bankruptcy," 20 Ga. L. Rev. 73 (1985) (wrote this article jointly with Prof. David Gray Carlson, but withdrew my name prior to publication at request of my law firm).
"Repurchase Agreements and Bankruptcy Changes," National Law Journal, September 10, 1984, at 18 et seq.
"A Disturbing Decision," Scott Report (Dec. 1983) [an analysis of the effect of the Twistcap case on letters of credit].
"Dealing with Problems Faced in Bankruptcies, National Law Journal, November 7, 1983, at 15 et seq.
"Resolving Conflicts in Technological Disputes," 19 Jurimetrics Journal 424 (1979).
Peer Review Study, published in The Record (1975 New York Academy of Sciences) (was Chairman of Committee that produced the Study).
The Automobile and the Regulation of its Impact on the Environment (1975 Univ. of Oklahoma Press) (was Research Assistant).
Issues of Financial Protection in Nuclear Activities (1973 Columbia University) (was Research Assistant).

EXPERT TESTIMONY AND CONSULTING

List of representative transactions and references available upon request.