SARATH SANGA
SARATH SANGA
Professor of Law, Yale Law School
Professor of Law, Yale Law School
Co-Director, Yale Law School Center for the Study of Corporate Law
Co-Director, Yale Law School Center for the Study of Corporate Law
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Message to Students
Message to Students
I teach contracts and corporate law at Yale Law School. I also teach a law and economics course at Yale College. If you're a student in the College or Law School and curious about law, economics, research, your own career, or anything else, I encourage you to reach out. Put "STUDENT REQUEST" in the subject, and you'll get my priority attention.
I teach contracts and corporate law at Yale Law School. I also teach a law and economics course at Yale College. If you're a student in the College or Law School and curious about law, economics, research, your own career, or anything else, I encourage you to reach out. Put "STUDENT REQUEST" in the subject, and you'll get my priority attention.
About Me
About Me
I specialize in contracts and governance: how people and organizations structure their relationships and set their own rules. My research has explored how shareholder agreements are reshaping corporate governance, demonstrating how the subtle design of corporate altering rules can fundamentally shift power and control of corporations. I've also investigated the logic behind venture-capital contracts, showing how these documents solve (or exacerbate) complex fiduciary conflicts in startups. Another strand of my research examines how firms select governing laws for their contracts and their corporations, and why some states—like Delaware and New York—dominate the landscape through powerful network effects.
I specialize in contracts and governance: how people and organizations structure their relationships and set their own rules. My research has explored how shareholder agreements are reshaping corporate governance, demonstrating how the subtle design of corporate altering rules can fundamentally shift power and control of corporations. I've also investigated the logic behind venture-capital contracts, showing how these documents solve (or exacerbate) complex fiduciary conflicts in startups. Another strand of my research examines how firms select governing laws for their contracts and their corporations, and why some states—like Delaware and New York—dominate the landscape through powerful network effects.
My work also addresses how contracts strategically omit terms to achieve outcomes that explicit terms can't. For example, companies craft intentionally incomplete employment agreements to enforce noncompete clauses precisely where the law forbids them. I've proposed fresh regulatory strategies to rebalance state, federal, and individual interests in arbitration.
My work also addresses how contracts strategically omit terms to achieve outcomes that explicit terms can't. For example, companies craft intentionally incomplete employment agreements to enforce noncompete clauses precisely where the law forbids them. I've proposed fresh regulatory strategies to rebalance state, federal, and individual interests in arbitration.
My research also examines broader legal institutions: from revealing the troubling rise in domestic violence during COVID-19 lockdowns, how police treat motorists, how officer race affects policing outcomes, and the impact of affirmative action bans. I've also studied the legal profession itself, including how occupational licensing rules reduce labor market mobility among lawyers and the rise of women in law schools.
My research also examines broader legal institutions: from revealing the troubling rise in domestic violence during COVID-19 lockdowns, how police treat motorists, how officer race affects policing outcomes, and the impact of affirmative action bans. I've also studied the legal profession itself, including how occupational licensing rules reduce labor market mobility among lawyers and the rise of women in law schools.
I co-founded SCALES, a project harnessing AI and natural language processing to make federal court records freely accessible. The mission of SCALES is to combat the legal system’s costly and senseless barriers to public access to court records.
I co-founded SCALES, a project harnessing AI and natural language processing to make federal court records freely accessible. The mission of SCALES is to combat the legal system’s costly and senseless barriers to public access to court records.
Prior to joining Yale, I held permanent and visiting positions at Harvard, Stanford, Northwestern, the University of Chicago, Columbia, and the University of California, Berkeley.
Prior to joining Yale, I held permanent and visiting positions at Harvard, Stanford, Northwestern, the University of Chicago, Columbia, and the University of California, Berkeley.
Recent Stuff
Recent Stuff
Rethinking Shareholder Contracting: The Design of Corporate Altering Rules Harvard Law School Forum on Corporate Governance (with Gabriel Rauterberg) (Feb 2025)
Rethinking Shareholder Contracting: The Design of Corporate Altering Rules Harvard Law School Forum on Corporate Governance (with Gabriel Rauterberg) (Feb 2025)
Delaware Law’s Biggest Overhaul in Half a Century: A Bold Reform – or the Beginning of an Unraveling? Columbia Blue Sky Blog (Feb 2025) (with E. Talley and G. Rauterberg)
Delaware Law’s Biggest Overhaul in Half a Century: A Bold Reform – or the Beginning of an Unraveling? Columbia Blue Sky Blog (Feb 2025) (with E. Talley and G. Rauterberg)
Altering Rules: The New Frontier for Corporate Governance, Yale Journal of Regulation (Feb 2025) (with G. Rauterberg)
Altering Rules: The New Frontier for Corporate Governance, Yale Journal of Regulation (Feb 2025) (with G. Rauterberg)
Racial Diversity and Affirmative Action in American Law Schools, Journal of Law and Economics (with Richard R.W. Brooks and Kyle Rozema) (accepted)
Racial Diversity and Affirmative Action in American Law Schools, Journal of Law and Economics (with Richard R.W. Brooks and Kyle Rozema) (accepted)
Occupational Licensing and Labor Market Mobility: Evidence from the Legal Profession Revision requested at AEJ: Applied Economics (with Adam Chilton, Jacob Goldin, and Kyle Rozema)
Occupational Licensing and Labor Market Mobility: Evidence from the Legal Profession Revision requested at AEJ: Applied Economics (with Adam Chilton, Jacob Goldin, and Kyle Rozema)
Publications and Working Papers
Publications and Working Papers
Contracts & Corporate Governance
Contracts & Corporate Governance
Altering Rules: The New Frontier for Corporate Governance, Yale Journal of Regulation, vol. 42 pp. 291-331 (2025) (with Gabriel V. Rauterberg)
Altering Rules: The New Frontier for Corporate Governance, Yale Journal of Regulation, vol. 42 pp. 291-331 (2025) (with Gabriel V. Rauterberg)
Summary: Shareholder agreements are transforming corporate governance. We develop a framework to make sense of this and guide courts in managing these new governance structures. What matters is not just whether a rule of corporate law is contractible--but how.
Subjects: Corporate law, shareholder contracts, altering rules, freedom of contract
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)
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. We model this to derive the optimal contractual solution.
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)
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)
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)
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)
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)
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)
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)
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
Legal Institutions
Legal Institutions
Occupational Licensing and Labor Market Mobility: Evidence from the Legal Profession (with Adam Chilton, Jacob Goldin, and Kyle Rozema)
Occupational Licensing and Labor Market Mobility: Evidence from the Legal Profession (with Adam Chilton, Jacob Goldin, and Kyle Rozema)
Summary: State-level licensing requirements significantly reduce labor market mobility, but might increase the quality of legal services.
Subjects: Occupational licensing, bar exam, legal profession
Racial Diversity and Affirmative Action in American Law Schools, Journal of Law and Economics (with Richard R.W. Brooks and Kyle Rozema) (accepted)
Racial Diversity and Affirmative Action in American Law Schools, Journal of Law and Economics (with Richard R.W. Brooks and Kyle Rozema) (accepted)
Summary: State-level affirmative action bans reduced racial diversity at U.S. law schools by 20 percent.
Subjects: Affirmative action, diversity, law school
Coverage: Tax Prof Blog, ABA Journal, Reuters
The SCALES Project: Making Federal Court Records Free, Northwestern University Law Review, vol. 119, pp. 23-64 (2024)
The SCALES Project: Making Federal Court Records Free, Northwestern University Law Review, vol. 119, pp. 23-64 (2024)
Co-authors: David L. Schwartz, Kat M. Albrecht, Adam R. Pah, Christopher A. Cotropia, Amy Kristin Sanders, Sarath Sanga, Charlotte S. Alexander, Luís A.N. Amaral, Zachary D. Clopton, Anne M. Tucker, Thomas W. Gaylord, Scott G. Daniel & Nathan Dahlberg
Co-authors: David L. Schwartz, Kat M. Albrecht, Adam R. Pah, Christopher A. Cotropia, Amy Kristin Sanders, Sarath Sanga, Charlotte S. Alexander, Luís A.N. Amaral, Zachary D. Clopton, Anne M. Tucker, Thomas W. Gaylord, Scott G. Daniel & Nathan Dahlberg
Summary: The federal government denies the public access to public court records. It charges 10 cents to view a single page online. That's wrong. We bought records in bulk, organized them using AI, and released them to the public for free. Go to: https://scales-okn.org.
Subjects: Court records, judiciary, PACER
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)
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
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.)
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)
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
Summary: Congress should make public records freely accessible and pass the Open Courts Act.
Subjects: Court records, transparency, government accountability
Crime & Racial Profiling
Crime & Racial Profiling
The Impact of the Coronavirus Lockdown on Domestic Violence, American Law and Economics Review, vol. 23, pp. 137-163.
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)
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)
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
Development Economics
Development Economics
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)
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
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