Commercial Law's Complexity

Abstract

This Article proceeds as follows. Part I briefly surveys prevailing ideas about the social costs of complexity and identifies additional costs that have escaped the attention of earlier commentators. The aim is to demonstrate why reducing the complexity of the commercial law system matters. Part II describes three legislative responses-two already enacted �and one proposed- representing efforts to mediate the tension between the need for precise regulation and the generation of overly complex rules that often results. Part III provides a closer examination of these legislative responses and demonstrates that, taken together, they create an opportunity for the implementation of two strategies that may help to simplify the law by reconceptualizing its structure in a way that can be termed "minimalist." Part IV illustrates the application of these strategies by concrete examples demonstrating the benefits to be realized by their adoption.