SARATH SANGA
Professor of Law
Co-Director, Yale Law School Center for the Study of Corporate Law
Yale Law School
ABOUT ME
I study corporate law and contract law. I approach these subjects from a variety of doctrinal, historical, and economic perspectives. Throughout my work, I ground empirical analysis in legal and economic theory. Examples of my work that bridge theory and empirics include:
• Using contract law and theory to identify strategic ambiguity in executive employment agreements. Incomplete Contracts: An Empirical Approach, Journal of Law, Economics, and Organization, vol. 34, pp. 650–679 (2018)
• Applying contract theory to explain the impact of fiduciary duties in venture capital-backed companies. Don't Go Chasing Waterfalls: Fiduciary Duties in Venture Capital Backed Startups, Journal of Legal Studies (with Eric Talley) (forthcoming)
• Applying economic models of peer effects to explain the historical pattern of corporate governance decisions. Network Effects in Corporate Governance, Journal of Law and Economics , vol. 63, pp. 1–41 (2020) (lead article).
• Applying computational models of machine translation to questions of legal interpretation. A Statistical Test for Legal Interpretation: Theory and Applications, Journal of Law, Economics, and Organization, vol 38, pp. 539-569 (2022) (with Julian Nyarko)
• Applying econometric theory to estimate the impact of lockdowns on domestic violence. The Impact of the Coronavirus Lockdown on Domestic Violence, American Law and Economics Review, vol. 23, pp. 137–163 (2021) (with Justin McCrary)
I am also a co-founder of SCALES: an interdisciplinary collaboration of legal scholars, computer scientists, journalists and policy experts across several universities. SCALES is supported by the National Science Foundation. Our mission is to build an AI-powered data platform that enables the public to access, understand, and analyze federal court records.
• How to build a more open justice system, Science, vol. 369, issue 6500, pp. 134–136 (2020) (Pah, A.R., Schwartz, D.L., Sanga, S., Clopton, Z.D., DiCola, P., Mersey, R.D., Alexander, C.S., Hammond, K.J. and Amaral, L.A.N.)
Prior to joining Yale, I held permanent and visiting positions at Harvard, Stanford, Northwestern, University of Chicago, Columbia, and University of California, Berkeley.
RESEARCH AND TEACHING INTERESTS
- Corporate Law • Contract Law • Contract Theory • Arbitration • Venture Capital
- Law and Economics • Empirical Legal Studies • Machine Learning and AI • Natural Language Processing
PUBLICATIONS AND WORKING PAPERS
- Corporate Law and Contract Law
Don't Go Chasing Waterfalls: Fiduciary Duties in Venture Capital Backed Startups, Journal of Legal Studies, vol. 53, pp. 21-65 (2024) (with Eric Talley)
Summary: Venture capital backed private companies suffer from a fundamental fiduciary conflict. Here's how to think about it.
Subjects: Venture capital, preferred stock, fiduciary duties, efficient breach
Coverage: Harvard Corporate Governance Forum
A Statistical Test for Legal Interpretation: Theory and Applications, Journal of Law, Economics, and Organization, vol. 38, pp. 539-569 (2022) (with Julian Nyarko)
Summary: Many questions of legal interpretation hinge on whether two groups of people assign different meanings to the same word. We develop a statistical test for that.
Subjects: Legal interpretation, natural language processing, word embedding models, plain meaning, contracts, reasonable
The Origins of the Market for Corporate Law, American Law and Economics Review, vol. 24, pp. 369-406 (2022)
Summary: It is popularly believed that Delaware became a corporate law powerhouse only because New Jersey (the initial leader) repealed its liberal corporate law statute in 1913. This is false.
Subjects: Market for corporate law, interstate commerce, federalism, New Jersey, Delaware
Coverage: Jotwell
Network Effects in Corporate Governance, Journal of Law and Economics , vol. 63, pp. 1–41 (2020) (lead article)
Summary: The secular trend toward Delaware incorporation is driven by network effects.
Subjects: Corporate governance, market for charters
Coverage: Harvard Corporate Governance Forum
A New Strategy for Regulating Arbitration, Northwestern University Law Review, vol. 113, no. 5, pp. 1121-1162 (2019)
Summary: The U.S. Supreme Court's arbitration jurisprudence is a mess, state governments should adopt a new strategy for regulating arbitration.
Subjects: Arbitration, federalism, natural language processing
Incomplete Contracts: An Empirical Approach, Journal of Law, Economics, and Organization, vol. 34, pp. 650–679 (2018)
Summary: Theoretical predictions of optimal incompleteness are confirmed in real-world employment contracts.
Subjects: Strategic incompleteness, contract enforcement, natural language processing, employment
Summary: Corporations use contracts and third-party entities to collaborate with each other and resolve fiduciary conflicts.
Subjects: Fiduciary duties, contract design
The Private Ordering Solution to Multiforum Shareholder Litigation, Journal of Empirical Legal Studies, vol. 14, pp. 31–78 (2017) (with Roberta Romano)
Summary: Law firms - not corporations - are the principal drivers of legal innovation in corporate charter design.
Subjects: Charter design, law firms
Choice of Law: An Empirical Analysis, Journal of Empirical Legal Studies, vol. 11, pp. 894-928 (2014)
Summary: Contract parties are increasingly choosing New York law - and abandoning all other states. Why?
Subjects: Contract design, contract law, machine learning
- AI and Federal Court Records
Summary: Congress should make public records freely accessible and pass the Open Courts Act.
Subjects: Court records, transparency, government accountability
How to build a more open justice system, Science, vol. 369, issue 6500, pp. 134–136 (2020) (Pah, A.R., Schwartz, D.L., Sanga, S., Clopton, Z.D., DiCola, P., Mersey, R.D., Alexander, C.S., Hammond, K.J. and Amaral, L.A.N.)
Summary: Court records are unstructured and costly to access—here's how to fix it.
Subjects: Court records, transparency, artificial intelligence, machine learning
The Promise of AI in an Open Justice System, AI Magazine, vol. 43, pp. 69-74 (2022) (Adam R. Pah, David L. Schwartz, Sarath Sanga, Charlotte S. Alexander, Kristian J. Hammond, Luís A. Nunes Amaral)
Summary: A how-to for developing AI-based systems to analyze court records.
Subjects: Court records, transparency, artificial intelligence, machine learning
- Gender Gaps
Women in U.S. Law Schools, 1948-2021, Journal of Legal Analysis, vol. 15(1), pp. 48-78 (with Elizabeth Katz and Kyle Rozema) (2023)
Summary: We hand collect enrollment and faculty data from every U.S. law school to study the progress of women over the last 70 years.
Subjects: Gender gap, law school
Coverage: ABA Journal
- Crime and Racial Profiling
The Impact of the Coronavirus Lockdown on Domestic Violence, American Law and Economics Review, vol. 23, pp. 137-163.
Summary: Domestic violence 911 calls surged during the coronavirus lockdown. The biggest increase was during working hours (20 percent). The rate of first-time abuse was even higher.
Subjects: Domestic violence, coronavirus, lockdown
Reconsidering Racial Bias in Motor Vehicle Searches, Journal of Political Economy, vol. 117, pp. 1155–1159 (2009) (comment)
Summary: Police officers in Maryland search too many black and Latino drivers.
Subjects: Statistical discrimination, racial profiling
Summary: The neighborhood in which a suspect is stopped may matter more than anything else.
Subjects: Statistical discrimination, racial profiling
General Equilibrium Effects of Prison on Crime: Evidence from International Comparisons, Cato Papers on Public Policy, vol. 2, pp. 165–206 (2012) (with Justin McCrary)
Summary: The five-fold increase in U.S. incarceration has had no effect on public safety, at least compared to the rest of the world.
Subjects: Mass incarceration, international comparisons
- Risk and Disaster Relief
Is Credit Access Effective in Mitigating Damages Caused by a Natural Disaster? The Case of Tsunami Victims in Southern India, Keizai Kenkyu, vol. 62, no. 2, pp. 129–140 (with Yasuyuki Sawada and Masahiro Shoji) (in Japanese)
Summary: In the wake of a natural disaster, government should provide cheap credit so that victims can repair real property and income-producing assets.
Subjects: Insurance, natural disasters, disaster relief