Legal Approaches to Restricting Distributions to Shareholders: The Role of Fraudulent Transfer Law
Douglas G. Baird
University of Chicago Law School
European Business Organization Law Review (EBOR), Vol. 7, 2006
Fraudulent transfer law in the United States provides a safety net for corporate creditors. It prohibits insolvent debtors from making transfers or incurring obligations for less than reasonably equivalent value. Moreover, it reaches any transaction that lacks economic substance and that is designed merely to make it hard for creditors to monitor the debtor. The distinctive shape of fraudulent transfer law in the United States is not replicated in the other common law or in civil law jurisdictions. Nevertheless, the functions it performs are likely to be part of any legal regime that protects the rights of creditors and other investors.
Keywords: fraudulent transfer, fraudulent conveyance, legal capital, leveraged buyout, dividend
JEL Classification: K20
Date posted: February 19, 2007