Vincent Buccola

Vincent Buccola
  • Assistant Professor of Legal Studies & Business Ethics

Contact Information

  • office Address:

    Jon M. Huntsman Hall 649
    3730 Walnut Street
    Philadelphia, PA 19104

Research Interests: business organizations and reorganizations, municipal organization and finance, theory of the firm

Links: CV

Overview

Education

JD, University of Chicago Law School

BA (History), Wesleyan University

 

Academic Positions

Assistant Professor, Legal Studies & Business Ethics Department, The Wharton School, 2014 – present

Bigelow Fellow and Lecturer in Law, University of Chicago Law School, 2012 – 2014

 

Other Legal Experience

Special Counsel, Bartlit Beck Herman Palenchar & Scott LLP, 2012 – 2014

Associate, Bartlit Beck Herman Palenchar & Scott LLP, 2009 – 2012

Law Clerk, Hon. Frank H. Easterbrook, United States Court of Appeals for the Seventh Circuit, 2008 – 2009

Summer Associate, Wachtell Lipton Rosen & Katz, 2007

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Research

  • Vincent Buccola (Forthcoming), Opportunism and Internal Affairs.

    Abstract: The internal affairs doctrine is the sine qua non of modern corporate law. It assigns to a corporation’s chartering state sole authority to govern relations among constituents “inside” the firm—its stockholders, directors, and officers—while leaving to territorial law the relations between “outside” constituents and the firm. But why law should cleave an enterprise in this way is a puzzle. Economic theories of the firm can’t explain it, and the academic literature is short on answers. This article offers an account of the internal affairs doctrine that simultaneously explains the doctrine’s contours, accords with its historical emergence, and defends its status as one of the economy’s central organizing principles. It argues that the internal affairs rule is best understood as the law’s adaptive response to a collective-action problem distinctive (historically) to stockholders. Because selling shares across state borders is cheap, shares would, absent the rule, tend to flow into jurisdictions that provide stockholders with robust capital withdrawal and control rights, even where such rights, in the aggregate, would undermine the corporate form’s signal virtues. The internal affairs doctrine forestalls opportunistic trading and so facilitates capital formation. Moreover, as this article shows, the doctrine in fact emerged in the years following economic and legal changes that made such trading a threat for the first time. The prospect of opportunism, then, rather than anything inherent in the idea of the firm, defines the corporate boundary.

  • Vincent Buccola (Forthcoming), The Janus Faces of Reorganization Law.

    Abstract: The Supreme Court’s judgment last Term in Czyzewski v. Jevic Holding Corporation exposes a curious fact about modern reorganization law. In large measure, two distinctive paradigms now color interpretation of the Bankruptcy Code. One paradigm governs during the early stages of a case and is oriented toward the importance of debtor and judicial discretion to use estate assets for the general welfare. The other paradigm governs a bankruptcy’s conclusion and is oriented toward the sanctity of creditors’ bargained-for distributional entitlements. In combination, they produce practical uncertainty as well as what appears to be policy incoherence. After identifying the Janus faces of reorganization law, this essay explores their significance for modern bankruptcy practice and theory. Most strikingly, it argues that, under the conditions of modern corporate finance, the two paradigms might actually cohere in service of a more general norm of investor wealth maximization. What appear on one level of analysis to be contradictory postures may prove, upon reflection, to be but two faces of a single god.

  • Vincent Buccola (2017), Law and Legislation in Municipal Bankruptcy, Cardozo Law Review, 41.

  • Vincent Buccola (2017), States' Rights against Corporate Rights, Columbia Business Law Review, 2016, pp. 595-656.

  • Vincent Buccola (2016), Corporate Rights and Organizational Neutrality, Iowa Law Review, 101 (2), pp. 499-541.

  • Vincent Buccola (2014), An Ex Ante Approach to Excessive State Debt, Duke Law Journal, 64 (2), pp. 235-285.

  • Vincent Buccola (2014), Who Does Bankruptcy? Mapping Pension Impairment in Chapter 9, Review of Banking & Financial Law, 33, pp. 585-608.

  • Vincent Buccola (2013), Beyond Insolvency, Kansas Law Review, 62, pp. 1-51.

  • Vincent Buccola and Ashley Keller (2010), Credit Bidding and the Design of Bankruptcy Auctions, George Mason Law Review, 18, pp. 99-124.

Teaching

Past Courses

  • BEPP212 - ECONOMIC ANALYSIS OF LAW

    The course provides an introduction to the economic analysis of law and legal institutions. Our goal is to develop intuitions about the ways law simultaneously shapes and responds to private behavioral incentives. In the first half of the course, we will survey the application of key economic concepts to basic features of the Anglo-American common law of property, contract, and tort. In the second half of the course, we will use the tools developed in our survey to focus in depth on antitrust policy in conventional as well as network industries.

  • LGST101 - LAW AND SOCIAL VALUES

    This course presents law as an evolving social institution, with special emphasis on the legal regulation of business in the context of social values. It considers basic concepts of law and legal process, in the U.S. and other legal systems, and introduces the fundamentals of rigorous legal analysis. An in-depth examination of contract law is included.

  • LGST202 - LAW OF CORP MGMT & FNCE

    This course provides an introduction to the law of corporate management and finance, focusing on large publicly held corporations. It is presented from the perspective that before too long virtually all students will serve on one or more corporate boards of directors and that each should, therefore, know about the duties owed by directors and officers to those toward whom they bear a fiduciary duty. The course covers the basic obligations of corporate directors and managers under state corporate law and the federal securities laws. It also considers the rights and responsibilities of other major stake holders in the governance of public corporations, including shareholders, creditors/bondholders, employees (including corporate executives), investment bankers, corporate lawyers, and accountants. Particular attention is given to the law of mergers and acquisitions. Important issues of social policy concerning large business corporations are also discussed.

  • LGST212 - ECONOMIC ANALYSIS OF LAW

    The course is designed to teach students how to think as an economist about legal rules; to evaluate alternative legal rules against standards of economic efficiency and distributive justice; and to understand the nature of the legal process and several specific areas of the law. With the use of alternative texts, both deductive and inductive reasoning will be employed to study the formation and interpretation of legal rules.

  • LGST223 - SECURITIES REGULATION

    The course examines the federal securities laws and the operation of the Securities Exchange Commission. The legal responsibilities of corporate managers, accountants, underwriters, and broker-dealers, occasioned by the securities regulatory scheme, will be investigated. Students will be encouraged to evaluate, from a managerial perspective, the various aspects of securities regulation studied. The course will discuss the recent financial crisis and ask the question whether enhanced securities regulation will prevent such a crisis in the future. The material covered in the course will provide familiarity with the basic legal structure of securities regulation and will assist in understanding the current policy issues in securities law. The course should help students to develop the ability to read and learn further in the field and to improve their effectiveness of communication with attorneys. It will also suggest ways of detecting instances in which an attorney should be consulted. The course is particularly useful for those students pursuing careers in corporate finance, investment banking, mergers and acquisitions, sales and trading, venture capital, private equity, entrepreneurship, accounting, corporate management, and real estate.

  • LGST802 - GLOBAL CORP LAW & MGMT

    This course provides an introduction to the law of corporate management and finance, focusing on large publicly held corporations. It is presented from the perspective that before too long virtually all students will serve on one or more corporate boards of directors and that each should, therefore, know about the duties owed by directors and officers to those toward whom they bear a fiduciary duty. The course covers the basic obligations of corporate directors and managers under state corporate law and the federal securities laws. It also considers the rights and responsibilites of other major stake holders in the governance of public corporations, including shareholders, creditors/bondholders, employees (including corporate executives), investment bankers, corporate lawyers, and accountants. Particular attention is given to the law of mergers and acquisitions. Important issues of social policy concerning large business corporations are also discussed. Format: Lecture and legal case discussion. Materials: To be determined.

  • LGST807 - SECURITIES REG

    The course examines the federal securities law and the operation of the Securities Exchange Commission. The legal responsibilities of corporate managers, accountants, underwriters, and broker-dealers, occasioned by the securities regulatory scheme, will be investigated. Students will be encouraged to evaluate, from a managerial perspective, the various aspects of securities regulation studied. The course will discuss the recent financial crisis and ask the question whether enhanced securities regulation will prevent such a crisis in the future. The material covered in the course will provide familiarity with the basic legal structure of securities regulation and will assist in understanding the current policy issues in securities law. The course should help students to develop the ability to read and learn further in the field and to improve their effectiveness of communication with attorneys. It will also suggest ways of detecting instances in which an attorney should be consulted. The course is particularly useful for those students pursuing careers in corporate finance, investment banking, mergers and acquisitions, sales and trading, venture capital, private equity, entrepreneurship, accounting, corporate management and real estate. Requirements: Midterm and final exam. Materials: Text, pamphlet of statutes and rules, and study guide.

  • LGST921 - FOUNDATIONS OF BUS LAW

    This course will introduce students to basic jurisprudential discussions and debates that relate to understanding business in society. Topics will include a general overview of the nature of law and its relationship to ethics; history of legal thought, business in society; theories of contract, torts, and property; criminal law as it applies to business situations; and theories of the business enterprise and its regulation. Selected topics will also be chosen in accordance with the interest of participants in the seminar.

Awards and Honors

Rapaport Family Undergraduate Core Teaching Award, 2017

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    In the News

    Why Puerto Rico Faces Worse Perils Than Texas and Florida

    Puerto Rico suffered a worse disaster -- and faces a much longer, more fraught, path to recovery -- than Texas, Louisiana or Florida.

    Knowledge @ Wharton - 2017/09/27
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