Law & Economics
Publications and Working Papers
Is Corporate Law Nonpartisan?, Wisconsin Law Review (2023, forthcoming) (with G. Rauterberg),
Summary: Delaware became the most popular state for incorporations after it adopted constitutional provisions to insulate corporate law-making from political partisanship. Political partisanship is associated with state corporate laws that provide weaker shareholder rights. Nonpartisanship provides a competitive advantage for Delaware by affording greater weight to the interests of shareholders
Coverage: Jotwell (Journal of Things We Like (Lots)) and Business Law Prof Blog
Federal Forum Provisions and the Internal Affairs Doctrine, Harvard Business Law Review 10, no. 2 (2020): 383-434 (with D. Aggarwal and A. Choi)
Summary: Following a Supreme Court decision that permitted concurrent jurisdiction for both federal and state courts under the Securities Act of 1933, firms with greater vulnerability to shareholder litigation have adopted federal forum provisions ("FFPs") that restrict such litigation to federal courts. The market appears to have reacted negatively to a Delaware decision that declared FFPs to be invalid
Coverage: Harvard Law School Forum on Corporate Governance and Financial Regulation, Business Law Prof Blog, and The National Law Review
The Enduring Distinction between Business Entities and Security Interests, Southern California Law Review 92, no. 2 (2019): 213-271 (with A. Verstein)
Summary: While both entities and security interests support asset partitioning, security interests construct asset pools subject to fixed priority, meaning that the debtor is unable to pledge the same collateral to new creditors with the same or higher priority, whereas entities are associated with floating priority. The distinction is valuable in understanding financial products, such as securitization, captive insurance, and mutual funds, which are driven by an appetite for assets pools with a fixed priority scheme
Coverage: Jotwell (Journal of Things We Like (Lots)), Oxford Business Law Blog, and Columbia Blue Sky Blog
Will Delaware Be Different? An Empirical Study of TC Heartland and the Shift to Defendant Choice of Venue, Cornell Law Review 104 (2018): 101-164 (with N. Sukhatme)
Summary: An overlooked element of forum selling is the distinction between selling to defendants or to plaintiffs. The Supreme Court’s in TC Heartland v. Kraft Foods effectively shifted venue choice in patent infringement cases from plaintiffs to corporate defendants. Targets of patent troll litigation experienced a positive stock price effect from the decision, likely because giving defendants more control over venue can counterbalance judges’ incentives to encourage excessive litigation