"The law-and-economics movement remains a dominant force in American private law, despite widespread recognition that many of its assumptions are implausible and that efficiency is not the law's only goal. This book adds to the debate by showing that many leading law-and-economics arguments fail...

The law of modern business entities is poorly understood from a comprehensive perspective. This area of law has changed significantly in the last several decades in ways that have gone largely unnoticed. The lack of attention is unfortunate because developments in the law of business-entity...

Over the last few years, I have demonstrated how modern business-entity statutes, particularly LLC statutes, can give software the basic capabilities of legal personhood, such as the ability to enter contracts or own property. Not surprisingly, this idea has been met with some resistance. This...

This article explains how a 20 percent corporate tax rate could be exploited to avoid individual income taxes. (It was printed in November 2017, when a 20 percent corporate tax rate was under consideration. Similar principles apply to a 21 percent tax rate, but to a lesser extent if the maximum...

Nonhuman autonomous systems are not legal persons under current law. The history of organizational law, however, demonstrates that agreements can, with increasing degrees of autonomy, direct the actions of legal persons. Agreements are isomorphic with algorithms; that is, a legally enforceable...

Most legal analysis of Bitcoin has addressed public-law and regulatory matters, such as taxation, securities regulation, and money laundering. This essay considers some questions that Bitcoin raises from a private-law perspective, and it aims to show that technological innovation may highlight...

My colleagues and friends, Mark Seidenfeld and Murat Mungan, have made an interesting attempt to reduce the doctrine of duress in contract law to an inquiry about “rentseeking,” by which they mean attempts to redistribute rather than to produce wealth. There is much truth in their argument,...

This essay introduces to the legal community a fascinating, decreasingly farfetched technological possibility that the Bitcoin software promotes, and it offers suggestions for the how the law might interact with that possibility. In short, the Bitcoin technology allows autonomously operating...

This Article considers several foundational questions concerning the formation of general partnerships, a topic that has received little modern attention and that is governed largely by classical axioms rather than adaptive modern considerations. Its three main topics concern (1) the timing of...

Under the indifference principle in contract law, the remedies for breach of contract should “leave the [promisee] absolutely indifferent, in subjective terms, between having the defendant breach and pay damages or having the defendant perform.” This principle underlies the expectation-based...