Not-for-Profits, ESGs, and The Economic Structure of Corporate Law
A compelling point in The Economic Structure of Corporate Law is that the single goal of maximizing shareholder value is efficient and generally desirable because it gives the managers one aim—while...
View ArticleCoordinated Rulemaking and Cooperative Federalism’s Administrative Law
“Cooperative federalism” is not just a model of federalism; it is a model of administration. From health care to air quality to emergency management, transportation, immigration, national security,...
View ArticleEnglish Common Law and the Ius Commune: The Contributions of an English Civilian
Any student of legal history who believes that the European ius commune played a meaningful part in the origins and development of English law will profit from reading Reinhard Zimmermann’s...
View ArticleKids Are Not So Different: The Path from Juvenile Exceptionalism to Prison...
Inspired by the Supreme Court’s embrace of developmental science in a series of Eighth Amendment cases, “kids are different” has become the rallying cry, leading to dramatic reforms in our response to...
View ArticleHorizontal Collusion and Parallel Wage Setting in Labor Markets
Horizontal collusion among employers to suppress wages has received almost no attention in the academic literature, in contrast with its more familiar cousin, product-market collusion. The similar...
View ArticleSymposium Introduction: This Violent City? Urban Violence in Chicago and Beyond
To many, the city of Chicago conjures up a specter of unremitting urban violence. In 2014, the city was labeled the “murder capital” of the United States.1 The following year, a video of the police...
View ArticleSPACs, PIPEs, and Common Investors
Special Purpose Acquisition Companies, or SPACs, have come to play a large role in bringing together small and large investors in the acquisition and expansion of private companies. A pessimistic...
View ArticleNonparty Interests in Contract Law
Contract law has one overarching goal: to advance the legitimate interests of the contracting parties. For the most part, scholars, judges, and parties embrace this party primacy norm, recognizing...
View ArticleAgainst Political Theory in Constitutional Interpretation
Judges and academics have long relied on the work of a small number of Enlightenment political theorists—particularly Locke, Montesquieu, and Blackstone—to discern meaning from vague and ambiguous...
View ArticleSeverability First Principles
The United States Supreme Court has decided a number of cases involving severability in the last decade, from NFIB v. Sebelius and Murphy v. NCAA to Seila Law v. CFPB, Barr v. AAPC, United States v....
View ArticleProcedural Losses and the Pyrrhic Victory of Abolishing Qualified Immunity
Who decides? Failing to consider this simple question could turn attempts to abolish qualified immunity into a Pyrrhic victory. That is because removing qualified immunity does not change the answer...
View ArticleRegulatory Oscillation
In the wake of the Reagan deregulation, America experienced twenty- eight years of regulatory progression, with precious little retrogression. That trend came to a crashing halt during the four years...
View ArticleHidden Agendas in Shareholder Voting
Nothing in either corporate or securities law requires companies to notify investors what they will be voting on before the record date for a shareholder meeting. We show that, overwhelmingly, they do...
View ArticleThe Promise & Perils of Open Finance
We are at the dawn of a new age of Open Finance. Open Finance seeks to harness the potential of new platform technology to enhance customer data access, sharing, portability, and...
View ArticleOpen Access, Interoperability, and DTCC’s Unexpected Path to Monopoly
For markets characterized by significant economies of scale, scholars and policy- makers o�en advance open-access and interoperability requirements as superior to both regulated monopoly and the...
View ArticleStrategic subdelegation
Appointed leaders of administrative agencies routinely record subdelegations of governmental authority to civil servants. That appointees willingly cede authority in this way presents a puzzle, at...
View ArticleSearching for the Common Law: The Quantitative Approach of the Restatement of...
In 2012, the American Law Institute asked us to serve as reporters for a new Restatement of Consumer Contracts. Recognizing that many innovations in American contract law in the past generation...
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