Douglas G. Baird, University of Chicago Law School, has published The Unwritten Law of Corporate Reorganizations (Cambridge University Press, 2022):
The law of corporate reorganizations controls the fate of enterprises worth billions of dollars and has reshaped entire sectors of the economy, yet its inner workings largely remain a mystery. Judges must police a small and closed fraternity of professionals as they sit down at a conference table and forge a new future for a distressed business, but little appears to tell judges how they are to do this. Judges, however, are in fact bound by a coherent set of unwritten principles that derive from a statute Parliament passed in 1571. These principles are not simply norms or customary practices. They have hard edges, judges must enforce them, and parties are bound by them as they are by any other law. This book traces the evolution of these unwritten principles and makes accessible a legal world that has long been closed off to outsiders.
Here is (quite) an endorsement:
'When the leading bankruptcy scholar of the past generation writes his magnum opus, The Unwritten Law of Corporate Reorganizations is what we get. Reaching back through the centuries, with an especially acute lens on the period from the late nineteenth century to today, Douglas Baird flips the conventional wisdom about corporate reorganization on its head, demonstrating that the solution to financial distress has not been technical legal rules; it has been the unwritten practices of generations of bankruptcy insiders. Baird tells the story in a way no other legal scholar can, with remarkable historical discoveries, vivid anecdotes, subtle analysis, and a prose style that makes The Unwritten Law of Corporate Reorganizations the most unlikely of page turners. It is destined to be a classic not just of bankruptcy, but of American business history.'
David A. Skeel - S. Samuel Arsht Professor of Corporate Law at the University of Pennsylvania Law School
--Dan Ernst
