Steven L. Schwarcz (Duke University School of Law) and Isabelle Stewart (Duke University School of Law) have posted Towards a Unified Theory of Business Law on SSRN. Here is the abstract:
This Article attempts to identify and unify the principles guiding business law—that is, the law regulating commerce, finance, bankruptcy, securities, and business organizations. Each such field of business is currently governed by its own corresponding field of law. This legal fragmentation can be costly and inefficient, however, producing overbroad and inconsistent rules and failing to convey advances in one legal field across other fields. The Article examines the reason for the fragmentation, showing it arose from efforts to solve problems that are specific to the corresponding field of business rather than to correct market failures or other problems that are common to business. To reduce fragmentation, the Article normatively analyzes why business should be regulated and takes steps toward deriving a unified theory of business law. Informed by the connections and commonalities underlying the business-law fields, this theory is intended to supplement and inform, not necessarily replace, existing regulation. The Article also tests the theory by applying it to each field of business.
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