On June 12, 2025, an Air India plane crash killed 241 people en route to London.[1] The accident made international news and prompted an international investigation.[2] Understanding the cause of the crash was essential to prevent future accidents: …

The promise of decentralized finance (DeFi) was that it would replace often conflict-ridden financial intermediaries and hierarchies with automated systems that we could trust. The reality, however, is that DeFi has not eradicated conflicts or trust issues but shifted them …

As AI systems evolve, there’s been a surge of attention and anxiety around how they are reshaping the workforce. The conversation often centers on which jobs are at risk of automation and what machines are capable of. While these are …

Growing concerns about the externalities that companies may impose on stakeholders have placed the mainstream shareholder primacy model under intense scrutiny. Stakeholderism, or stakeholder model, is an alternative approach that requires companies to consider interests beyond those of shareholders, is …

In the debate over whether corporations should give priority to shareholder interests or stakeholder interests, among the thorniest issues is whether one approach creates more value for a company than the other. The challenge lies in the difficulty of assessing …

Diversity, equity, and inclusion efforts remain one of the most prominent topics of discussion within corporate leadership. Unfortunately, the views and actions connected to these efforts continues to waver. After the murder of George Floyd and the rise of the …

In recent years, legal scholars and economists have debated whether the rise of “common ownership” by large institutional investors dampens competition. The concern is that when asset managers such as the Big Three – BlackRock, Vanguard, and State Street – …

In August 2024, Delaware enacted what are widely considered the most significant and controversial amendments to the state’s corporate statute in at least a generation. Principally, those amendments exalt freedom of contract over what was, in the words of the …

In a prior post, I explored whether Texas could challenge Delaware’s century-long dominance in corporate law. The Texas Legislature has since provided a compelling answer. On May 14, 2025, Governor Greg Abbott signed Senate Bill 29 (SB 29), a …

Controlled companies – public firms where an individual, group, or another company holds majority voting power – make up a significant and growing share of the U.S. public market, accounting for over $2.2 trillion in 2019 alone. Despite their scale, …

Venture capital contracting is the function of a complex private-ordering exercise through which venture capitalists and entrepreneurs address the challenges of financing high-tech firms (Kaplan & Strömberg, 2004). Throughout decades of iterative practice, U.S. venture capital contracts have …

In the world of startups, founders are often elevated to near mythical status – the force poised to disrupt entire industries. This adulation can grant founders extraordinary latitude in corporate control, especially in innovative and unregulated sectors like tech or …

In a new article,  I examine the history of the Walt Disney Company as a case study of what I perceive to be a gap in the law of fiduciary duties of corporate directors and executives.  Based on publicly available …

In a recent paper, we examine how the EU Corporate Sustainability Due Diligence Directive (CS3D) could reshape the behavior of American corporations. The CS3D holds large corporations legally accountable for how they protect human rights and the environment throughout …

After the Delaware Court of Chancery invalidated Elon Musk’s $56 billion compensation package, Tesla made headlines by moving its incorporation from Delaware—the longtime gold standard for incorporation—to Texas. Following Tesla’s reincorporation, Texas moved to strengthen its newly created business court. …

Pay-for-performance is often championed as a possible solution to agency problems, aligning managers’ incentives with shareholder interests. But what happens when solving one agency problem creates another – between the firm and society?

In a recent paper, we develop a …