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Legal Approaches to Restricting Distributions to Shareholders: The Role of Fraudulent Transfer Law

Posted: 19 Feb 2007  

Douglas G. Baird

University of Chicago Law School

Abstract

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

Suggested Citation

Baird, Douglas G., Legal Approaches to Restricting Distributions to Shareholders: The Role of Fraudulent Transfer Law. European Business Organization Law Review (EBOR), Vol. 7, 2006. Available at SSRN: https://ssrn.com/abstract=963335

Douglas G. Baird (Contact Author)

University of Chicago Law School ( email )

1111 E. 60th St.
Chicago, IL 60637
United States
773-702-9571 (Phone)
773-702-0730 (Fax)

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