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Abstract:
The term "synthetic lease" is in vogue in the world of commercial real estate finance. In a synthetic lease transaction, money is borrowed based on the financial strength of a tenant and on that tenant's agreement to pay rent. The lender expects the debt to be serviced from the rental obligation of the tenant rather than from the financial resources of the nominal owner and borrower. The lease is "synthetic" insofar as it is designed to achieve a blended treatment: the tenant reports it as an operating lease for financial accounting purposes but as a mortgage for federal income tax purposes.

This article explains synthetic lease transactions in the broader context of asset securitization and structured finance and contrasts the treatment of synthetic leases under financial accounting standards, mortgage law and federal income tax law. Although leases have long been treated differently for financial accounting purposes and tax law purposes, the article takes the position that the present divergence is too great. It takes the position that what needs fixing is not the tax law but the standards of the Financial Accounting Standards Board ("FASB"). It argues that FASB should eliminate the sharp distinction between sale-leaseback transactions and transactions in which an SPE acquires title from a third party. In particular, it argues that FASB should require balance sheet disclosure when the sine qua non of a transaction is an ex ante agreement that the tenant, not the landlord, will report that it is the substantive owner of an encumbered asset for federal income tax purposes.

Abstract:
This paper takes the postion that, based on the United States experience with the Revised Uniform Partnership Act, the two major pitfalls in partnership law reform are a failure to learn from history and a failure to state clear, concise and coherent principles. Among other examples of a failure to learn from history, the paper discusses the continued use of the word dissolution and belated provision for limited liability. Among other examples of a failure to state clear, concise and coherent principles, the paper discusses fiduciary duty and related rules and provisions on joint and several liability. The current mixed grill of statutory forms is itself too complex and insufficiently coherent, and can be made better only by harnessing a proper blend of expertise.

Abstract:
The article begins with a brief overview of the history of the concept of academic freedom in the United States. It then considers two principal cases suggesting that professors have no special constitutional right to academic freedom. Indeed, the cases suggest that academic freedom exists primarily in academic institutions as entities rather than in individual faculty members. Academic freedom exists, as a matter of contract and campus culture, because university faculty are perceived as seekers and tellers of truth. To continue to earn academic freedom, universities and their faculty should be accountable as seekers and tellers of truth. Within a particular institution's mission, the truth searching should engage important social issues and be sharpened by interactions between conflicting approaches and philosophies.