Derivatives enjoy special status in bankruptcy: They are exempt from the automatic stay and effectively senior to virtually all other claims. We propose a corporate finance model to assess the effect of these exemptions on a firm's cost of borrowing and its incentives to engage in efficient derivative transactions. While derivatives are value-enhancing risk management tools, seniority for derivatives can lead to inefficiencies: It transfers credit risk to debtholders, even though this risk is borne more efficiently in the derivative market. Seniority for derivatives is efficient only if it provides sufficient cross-netting benefits to derivative counterparties that provide hedging services. * Bolton is at Columbia University, NBER, and CEPR. Oehmke is at Columbia University. For helpful comments and suggestions, we thank two anonymous referees, an associate editor, Viral Acharya, Jun Kyung Auh, Ulf Axelson, Ken Ayotte, Mike Burkart, Doug Diamond, Darrell Duffie, Yaniv Grinstein, Oliver Hart, Gustavo Manso, Ed Morrison, David Scharfstein, Ken Singleton (editor), Jeremy Stein, Suresh Sundaresan, Vikrant Vig, Jeff Zwiebel, and seminar participants at Columbia University, the UBC Winter Finance Conference, Temple University, University of Rochester, the Moody's/LBS Credit Risk Conference, LSE, LBS, Stockholm School of Economics, Mannheim, HEC, INSEAD, CEU, the 2011 ALEA meetings, the 4th annual Paul Woolley Conference, the 2011 NBER Summer Institute, ESSFM Gerzensee, the 2011 SITE Conference, ESMT Berlin, Harvard Law School, Harvard Business School, Chicago Booth, University of Amsterdam, EPF Lausanne, Stanford GSB, Berkeley, the NY Fed workshop on the automatic stay, the 2012 WFA meetings, Wharton, and Boston University.Derivative contracts enjoy special status under U.S. bankruptcy law: Derivative counterparties are exempt from the automatic stay, and-through netting, closeout, and collateralization provisionsthey are generally able to immediately collect payment from a defaulted counterparty. 1 Taken together, these special provisions make derivative counterparties effectively senior to almost all other claimants in bankruptcy. The costs and benefits of this special treatment are the subject of a recent debate among legal scholars, policymakers, and regulators. Notably, this debate is characterized by considerable disagreement about the costs and benefits of the special bankruptcy treatment of derivatives, which is reflected in substantial differences in the bankruptcy treatment of derivatives across different jurisdictions. 2 In this paper we provide the first formal analysis of the economic consequences of the privileged treatment of derivative contracts in bankruptcy. The fundamental observation underlying our analysis is that (effective) seniority for derivatives does not eliminate default risk-it transfers default risk from derivative counterparties to other claimholders, particularly creditors. The desirability of seniority for derivatives thus depends on whether default risk is more efficiently bor...