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
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
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
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It is popularly believed that Delaware became a corporate law powerhouse only because New Jersey (the initial leader) repealed its liberal corporate law statute in 1913.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
Summary: The secular trend toward Delaware incorporation is driven by network effects.
Subjects: Corporate governance, market for charters
Coverage: Harvard Corporate Governance Forum
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
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
Summary: Law firms - not corporations - are the principal drivers of legal innovation in corporate charter design.
Subjects: Charter design, law firms
Summary: Contract parties are increasingly choosing New York law - and abandoning all other states. Why?
Subjects: Contract design, contract law, machine learning
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
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
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
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
Summary: Court records are unstructured and costly to access—here's how to fix it.
Subjects: Court records, transparency, artificial intelligence, machine learning
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
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
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
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
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