Lynn M. LoPucki

Security Pacific Bank Distinguished Professor of Law Emeritus

  • B.A. University of Michigan, 1965
  • J.D. University of Michigan, 1967
  • LL.M. Harvard, 1970
  • UCLA Faculty Since 1999

Lynn M. LoPucki has written in a wide variety of fields, including business associations, bankruptcy, secured transactions, civil liability, law-related systems, legal strategy, legal education, information law, the effect of technology on law, professional fees, trademarks, court competition, comparative law, and medicine.

LoPucki is currently working on the Stakeholder Takeover Project. The project is an effort to provide corporate stakeholders—customers, employees, suppliers, creditors, investors, managers, communities, and the public—with the information flow they need to control their corporations through markets. The first article in that project, Repurposing the Corporation Through Stakeholder Markets, was published in the UC Davis Law Review in February 2022.

LoPucki co-authors three books in the Aspen Casebook Series. The most recent, Business Associations: A Systems Approach (2020) (with Andrew Verstein), is the first business associations casebook to be organized by function performed rather than entity type. LoPucki’s earlier casebooks have been widely adopted. Secured Transactions: A Systems Approach (with Elizabeth Warren and Robert M. Lawless) is in its ninth edition and Commercial Transactions: A Systems Approach (with Elizabeth Warren, Daniel L. Keating, Ronald Mann, and Robert M. Lawless) is in its seventh.

LoPucki uses an empirically based systems/strategic approach for policy analysis. He has proposed public identities as the solution to identify theft, court system transparency as the solution to judicial bias, and an effective filing system as the solution to the deceptive nature of secured credit. LoPucki has published more than seventy-five articles in law reviews, including the Yale Law Journal, Stanford Law Review, University of Chicago Law Review, University of Michigan Law Review, University of Pennsylvania Law Review, Virginia Law Review, Cornell Law Review, Duke Law Journal, and Northwestern University Law Review. LoPucki’s “Death of Liability” thesis—propounded in a Yale Law Journal article in 1996—has been featured in casebooks in several fields.

LoPucki founded the Florida-UCLA-LoPucki Bankruptcy Research Database (BRD) in 1994 and continues to direct it. The BRD collects data on large, public company bankruptcies and disseminates it to the public and to bankruptcy researchers throughout the world. The BRD is an experiment on both information compilation and delivery and the effect of information availability on legal systems. BRD data provided the foundation for two of Professor LoPucki’s books, Courting Failure: How Competition for Big Cases is Corrupting the Bankruptcy Courts (University of Michigan Press, 2005) and Professional Fees in Corporate Bankruptcies: Data, Analysis, and Evaluation (Oxford University Press, 2011) (with Joseph Doherty).

VisiLaw, a system developed by LoPucki for marking statutes to make them easier to read, was nominated for an HIIL Innovating Justice Award in 2012. Three annual statutory supplements are currently published with VisiLaw markings.

LoPucki has written extensively on legal strategy. He wrote Strategies for Creditors in Bankruptcy Proceedings to demonstrate the application of the strategic approach to law. The book is now in its seventh edition with Christopher R. Mirick and Christopher G. Bradley as coauthors.

LoPucki is the designer of Bankruptcy Visuals, a popular series of bankruptcy procedure flow charts. He is a member of the American Law Institute, American College of Bankruptcy, and the International Insolvency Institute.

He was a member of the Cornell Law School faculty before coming to UCLA in 1999, and is now a member of the University of Florida College of Law faculty

View Professor LoPucki's CV.


  • Books
    • The Readable Delaware General Corporation Law: 2021-2022 With VisiLaw Marking. (2021). Available through Amazon and SSRN. Annual editions since 2015.
    • Business Associations: A Systems Approach (with Andrew Verstein). Wolters Kluwer (2020).
    • Secured Transactions: A Systems Approach (with Elizabeth Warren and Robert M. Lawless). 9th ed. Aspen Publishing (2020). Prior editions: 8th, 2016; 7th, 2012. With Teacher's Manual.
    • Commercial Transactions: A Systems Approach (with Elizabeth Warren, Daniel L. Keating, Ronald J. Mann, and Robert M. Lawless). 7th ed. Aspen Publishers (2020). Prior editions: 6th, 2016; 5th, 2012; 4th, 2009; 3rd, 2006; 2nd, 2003; 1st, 1998.  Supplement: 2000.
    • Strategies for Creditors in Bankruptcy Proceedings (with Christopher Mirick). 6th ed. Aspen Publishing (2015). With annual supplements.
    • Professional Fees in Corporate Bankruptcies: Data, Analysis, and Evaluation (with Joseph W. Doherty). Oxford University Press (2011).
    • Courting Failure: How Competition for Big Cases Is Corrupting the Bankruptcy Courts. Univ. of Michigan Press (2005). Paperback: 2006. Book Info
    • The Debtor Creditor Game. West Publishing (1984). A large scale practice simulation which has been used in teaching bankruptcy at about 40 law schools.  With Player's Manual and Teacher's Manual, and computer program published by the Center for Computer Assisted Legal Instruction (CCALI).
  • Articles And Chapters
    • The End of Shareholder Wealth Maximization, UC Davis Law Review (forthcoming). Full Text
    • Corporate Greenhouse Gas Disclosures, 56 (1) UC Davis Law Review (November 2022). Full Text
    • Chapter 11’s Descent into Lawlessness, 96 American Bankruptcy Law Journal (2022). Full Text
    • Repurposing the Corporation Through Stakeholder Markets, 55 UC Davis Law Review 1445 (2022). Full Text
    • The PowerPoint Channel, 17 University of Massachusetts Law Review 41 (2022). Full Text
    • The Systems Approach to Teaching Business Associations (with Andrew Verstein), 2020.3 Michigan State Law Review 703 (2020). Full Text
    • Introduction and Overview (with Andrew Verstein), in Business Associations: A Systems Approach, (Wolters Kluwer, 2020). Full Text
    • A Rule-Based Method for Comparing Corporate Laws, 94 Notre Dame Law Review 263 (2018). Full Text
    • Corporate Charter Competition, 102 Minnesota Law Review 2101 (2018). Full Text
    • Delaware's Fall: The Arbitration Bylaws Scenario, in Can Delaware be Dethroned? Delaware’s Dominance in Corporate Law, (edited by Stephen M. Bainbridge, Iman Anabtawi, Sung Hui Kim, and James Park, Cambridge University Press, 2018). Full Text
    • Algorithmic Entities, 95 Washington University Law Review 887 (2018). Full Text
    • Disciplinary Legal Empiricism, 76 (2) Maryland Law Review 449 (2017). Full Text
    • Dawn of the Discipline-based Law Faculty, 65 Journal of Legal Education 506 (2016). Full Text
    • Changes in Chapter 11 Success Levels Since 1980, 87 Temple Law Review 989 (2015).
    • Disciplining Legal Scholarship, 90 Tulane Law Review 1 (2015). Full Text
    • Bankruptcy Survival (with Joseph W. Doherty), 62 UCLA Law Review 970 (2015). Full Text
    • House Swaps: A Strategic Bankruptcy Solution to the Foreclosure Crisis, 112 Michigan Law Rreview 689 (2013). Full Text
    • Optimizing English and American Security Interests (with Arvin I. Abraham and Bernd P. Delahaye), 88 Notre Dame Law Review 1785 (2013). Full Text
    • The Future of Court System Transparency, in Confidentiality, Transparency, and the U.S. Civil Justice System, (edited by Joseph W. Doherty, Robert T. Reville and Laura Zakaras, Oxford University Press, 2012).
    • Routine Illegality Redux (with Joseph W. Doherty), 85 American Bankruptcy Law Journal 35-61 (2011).
    • Book Review, Consumer Credit, Debt and Bankruptcy: Comparative and International Perspectives, 58 American Journal of Comparative Law 489-94 (2010).
    • Court System Transparency, 94 Iowa Law Review 481 (2009). Full Text
    • Routine Illegality in Bankruptcy Court, Big-Case Fee Practices (with Joseph W. Doherty), 83 American Bankruptcy Law Journal 423-480 (2009). Full Text
    • Professional Overcharging in Large Bankruptcy Reorganization Cases (with Joseph W. Doherty), 5 Journal of Empirical Legal Studies 983 (2008). Full Text
    • Rise of the Financial Advisors: An Empirical Study of the Division of Professional Fees in Large Bankruptcies (with Joseph W. Doherty), 82 American Bankruptcy Law Journal 141-74 (2008).
    • Bankruptcy Verite (with Joseph W. Doherty), 106 Michigan Law Review 721 (2008). Full Text
    • Bankruptcy Fire Sales (with Joseph W. Doherty), 106 (1) Michigan Law Review (2007). Full Text
    • The Spearing Tool Filing System Disaster, 68 Ohio State Law Journal 281 (2007).
    • Delaware Bankruptcy: Failure in Ascendancy (with Joseph W. Doherty), 73 University of Chicago Law Review 1387-1419 (2006). Full Text
    • Where Do You Get Off? A Reply to Courting Failure's Critique, 54 Buffalo Law Review 511-48 (2006).
    • Universalism Unravels, 79 American Bankruptcy Law Journal 143 (2005). Full Text
    • Global and Out of Control, 79 American Bankruptcy Law Journal 79 (2005). Full Text
    • A Team Production Theory of Banruptcy Reorganization, 57 Vanderbilt Law Review 741 (2004).
    • The Determinants of Professional Fees in Large Bankruptcy Reorganization Cases (with Joseph W. Doherty), Journal of Empirical Legal Studies 111-42 (2004). Full Text
    • The Nature of the Bankrupt Firm: A Reply to Baird and Rasmussen's The End of Bankruptcy, 56 Stanford Law Review 645-71 (2003). Full Text
    • Did Privacy Cause Identity Theft?, 54 Hastings Law Journal 1277-97 (2003). Full Text
    • The Myth of the Residual Owner: An Empirical Study, UCLA School of Law Working Paper Series, Law & Economics Paper No. 3-11 (2003). Full Text
    • A Team Production Theory of Bankruptcy Reorganization, UCLA School of Law Working Paper Series, Law & Economics (April 23, 2003). Full Text
    • Why Are Delaware and New York Bankruptcy Reorganizations Failing? (with Joseph W. Doherty), Vanderbilt Law Review 1935-85 (2002). Full Text
    • The Politics of Research Access to Federal Court Data, 81 Texas Law Review 2161-71 (2002). Full Text
    • Toward a Trademark-Based Liability System, 49 UCLA Law Review 1099-1137 (2002). Full Text
    • Human Identification Theory and the Identity Theft Problem, 80 Texas Law Review 89-134 (2001). Full Text
    • Can the Market Evaluate Legal Regimes? A Response to Professors Rasmussen, Thomas and Skeel, 54 Vanderbilt Law Review 331-56 (2001).
    • The Failure of Public Company Bankruptcies in Delaware and New York: Empirical Evidence of a "Race to the Bottom" (with Sara D. Kalin), 54 Vanderbilt Law Review 231-82 (2001). Full Text
    • The Case for Cooperative Territoriality in International Bankruptcy, 98 Michigan Law Review 2216-51 (2000). Full Text
    • A Theory of Legal Strategy (with Walter O. Weyrauch), 49 Duke Law Journal 1405-86 (2000). Full Text
    • The Irrefutable Logic of Judgment Proofing: A Reply to Stephen Schwarcz, 52 Stanford Law Review 55-71 (1999).
    • Contract Bankruptcy: A Reply to Alan Schwartz, 109 Yale Law Journal 317-42 (1999). Full Text
    • Bankruptcy Contracting Revised: A Reply to Alan Schwartz's New Model, 109 Yale Law Journal 365-79 (1999).
    • Twerski & Cohen's Second Revolution: A Systems/Strategic Perspective, 94 Northwestern Law Review 55-75 (1999). Full Text
    • Commentary on Financial Privacy (response to article by Peter P. Swire), 7 Washington University Law Quarterly 513-17 (1999).  F. Hodge O'Neal Corporate and Securities Law Symposium: The Modernization of Financial Services Legislation.
    • Shopping for Judges: An Empirical Analysis of Venue Choice in the Bankruptcy Reorganization of Large, Publicly Held Companies (with Theodore Eisenberg), 84 Cornell Law Review 967-1003 (1999). Full Text
    • Cooperation in International Bankruptcy: A Post-Universalist Approach, 84 Cornell Law Review 696-762 (1999). Full Text
    • The Essential Structure of Judgment Proofing, 51 Stanford Law Review 147-60 (1998). Full Text
    • Virtual Judgment Proofing: A Rejoinder, 107 Yale Law Journal 1413-34 (1998). Full Text
    • Should the Secured Credit Carve-Out Be Effective Only in Bankruptcy? A Systems/Strategic Analysis, 82 Cornell Law Review 1483-1510 (1997).
    • Common Sense Consumer Bankruptcy, 71 American Bankruptcy Law Journal 461-82 (1997).
    • The Systems Approach to Law, 82 Cornell Law Review 479 (1997).
    • The Death of Liability, 106 Yale Law Journal 1-92 (1996). Full Text
    • Legal Culture, Legal Strategy, and the Law in Lawyer's Heads, 30 Northwestern University Law Review 1498-1556 (1996).
    • Why the Debtor's State of Incorporation Should Be the Proper Place for Article 9 Filing: A Systems Analysis, 79 Minnesota Law Review 577-661 (1995).
    • Chapter 11: An Agenda for Basic Reform, 69 American Bankruptcy Law Journal 573 (1995).
    • The Unsecured Creditors' Bargain, 80 Virginia Law Review 1887-965 (1994).
    • Reorganization Realities, Methodological Realities, and the Paradigm Dominance Game, 72 Washington University Law Quarterly 1307-17 (1994).
    • Compensating Unsecured Creditors for Extraordinary Reorganization Risks (with William C. Whitford), 72 Washington University Law Quarterly 1133-51 (1994).
    • A Systems Approach to Comparison of U.S. and Canadian Reorganization of Financially Distressed Companies (with George Triantis), 35 Harvard International Law Journal 267-343 (1994).
    • Patterns in the Bankruptcy Reorganization of Large, Publicly Held Companies (with William C. Whitford), 78 Cornell Law Review 597-618 (1993).
    • The Trouble with Chapter 11, 1993 Wisconsin Law Review 729-60 (1993).
    • Comment: Stakeholder Interests and Bankruptcy, 43 University of Toronto Law Journal 711-15 (1993).
    • Corporate Governance in the Bankruptcy Reorganization of Large, Publicly Held Companies (with William C. Whitford), 141 669-800 (1993).
    • Strange Visions in a Strange World, A Reply to Professors Bradley and Rosenzweig, 91 Michigan Law Review 79-110 (1992).
    • Computerization of the Article 9 Filing System: Thoughts on Building the Electronic Highway, 55 Law & Contemporary Problems 5-37 (1992). Symposium issue.
    • Preemptive Cram Down (with William C. Whitford), 65 American Bankruptcy Law Journal 625-47 (1991).
    • Venue Choice and Forum Shopping in the Bankruptcy Reorganization of Large, Publicly Held Companies (with William C. Whitford), 1991 University of Wisconsin Law Review 11-63 (1991).
    • The Demographics of Bankruptcy Practice, 63 American Bankruptcy Law Journal 289-319 (1989).
    • Book Review, Bringing Realism to the Classroom, 1988 Wisconsin Law Review 641-657 (1988). Reviewing The Law of Debtors and Creditors, by Elizabeth Warren and Jay Lawrence Westbrook.
    • The Debtor in Full Control: Systems Failure Under Chapter 11 of the Bankruptcy Code?, 57 American Bankruptcy Law Journal 99-126 (1983). First installment; 57 American Bankruptcy Law Journal 247-73 (1983) Second installment.
    • A General Theory of the Dynamics of the State Remedies/Bankruptcy System, 1982 Wisconsin Law Review 311-72 (1982).
    • "Encouraging" Repayment Under Chapter 13 of the Bankruptcy Code, 18 Harvard Journal on Legislation 347 (1981).
  • Other
    • Algorithmic Entities: Can an Algorithm Control a Corporation?, L.A. Daily Journal (April 30, 2018).
    • The Practical Advantage from Empirical Research, 34 American Bankruptcy Institute Journal 32 (Feb. 2015).
    • The Bankruptcy Success Modeling Project: A Participant's Guide, ABI Journal 32 (August 2012). Full Text
    • The Bankruptcy-Success Modeling Project, JCR (July-August 2011). Full Text
    • Walter O. Weyrauch, The Observer, 60 Florida Law Review vi-x (2008).
    • Let Bankruptcy Judges Step In, Atlanta Journal-Constitution (March 6, 2008). Op-ed in favor of legislation that would have permitted bankruptcy judges to modify home mortgages.)
    • The Delaware Court Wins!, National Law Journal (February 11, 2008). (Op-ed reporting Delaware's victory in the competition for big bankruptcy cases.)
    • Courting the Big Bankrupts, Legal Times (July 18, 2005). (Op-ed responding to Senator Joseph Biden's attack on my research)
    • Corruption is the Right Word, Bankruptcy Court Decisions (July 19, 2005). (Op-ed on my use of the word Acorruption@ as applied to the United States Bankruptcy Courts.)
    • Bankruptcy Bingo, Forbes (July 4, 2005). (Opinion column on the corruption of the bankruptcy courts by competition)
    • Corporate Perk: Repairing a bankrupt system, Houston Chronicle (February 26, 2005). (Op-ed on bankruptcy forum shopping.)
    • Court shopping bankrupts U.S. system, San Francisco Chronicle at C3 (February 20, 2005). (Op-ed on the Yukos bankruptcy filing)
    • End costly game-playing in bankruptcy courts, Houston Chronicle at 23A (September 17, 2002). (Op-ed on bankruptcy court competition.)
    • Better Way to Stop a Thief, Los Angeles Times Pt. 2, at 13 (August 28, 2001). (Op-ed on identity theft.)
    • Some Settlement, Washington Post at A15 (January 20, 1998). (Op-ed on the tobacco settlement.)
    • No Credit Where Credit Was Due, New York Times (September 20, 1997). (Op-ed on consumer credit reporting.)