Corporate law has done a very bad job on executive pay: executives have been rewarded for stellar performance that turned out to be anything but stellar, and shareholders have had no meaningful recourse. Indeed, there are many other such cases, where there is no breach of the fiduciary duties of...

Recent developments in Delaware concerning shareholder bylaws and the SEC proposal concerning shareholder proxy access have moved the U.S. closer to a set of optimal rules for shareholder proxy access in nominating director candidates, but not all the way there. These rules must address both the...

Financial regulation should be countercyclical, strengthening during speculative booms to contain excessive leverage and loosening following crises so as to not limit credit extension in hard times. And yet, financial regulation in fact tends to be procyclical, strengthening following crises and...

Intellectual property frequently carries with it exclusive rights not only over the primary subject matter of the rights granted, but also over ancillary subject matter that is not within the definition of the primary grant, as for example in the patent doctrine of contributory infringement....

This essay considers, and rejects, arguments for libertarian paternalism based on behavioral law and economics' findings that people sometimes make mistakes and lack self-control. It doesn't follow from the fact that people don't always do 'what they really want' that we can know what they...

The decision to forsake large or long-term benefits, or incur large costs, for small, short term benefits is often referred to as irrational, as are people who make such a decision. The author suggests that some people making these “irrational” decisions may have a rational basis that...

After allegations that Harvey Weinstein had sexually assaulted many women appeared on the front page of the New York Times in October of 2017, the #MeToo movement began in earnest. Nowadays, allegations implicating #MeToo concerns as to a company’s employee, whether or not involving illegal...

Business contracts have been reviled since before the Marx Brothers' infamous 'there ain't no Sanity Clause' sketch as being replete with duplicative, cumbersome, inartful, and sometimes imprecise language. My article seeks to understand why practice apparently hasn't made perfect - why business...

Law and economics holds that people are rational maximizers of their own self-interest. What people regard as being in their interest turns enormously on their priors -- which include, among other things, their beliefs, temperaments, sense of identity and identification, values, and other...

This paper argues that a nuanced view of sophisticated investors, as well as sellers and structurers of financial instruments, articulated within a rationality paradigm, has implications for financial regulation. The paper distinguishes between conformist investors, who tend to herd, and...