Insights
Essays and guides on law, institutions, and the organizations—public and private—that govern modern life.
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Featured Guides & Essays
Longer-form pieces on law, institutions, and emerging legal issues — curated for depth and lasting relevance.
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The Wrong Plaintiff: When Contract Remedies Destroy Networks
Contract doctrine identifies the promisee as the injured party. In trading networks, that identification is incomplete — and the remedy can be worse than the breach.
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What the GENIUS Act Actually Does
GENIUS does not abandon securities law principles. It completes the trajectory of Halliburton II — replacing litigation presumptions with continuous disclosure and shifting from scienter to strict liability.
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The Temporal Paradox: When a Security Stops Being a Security
A token that starts as a security can mature into something else entirely. The Supreme Court's 80-year-old test has no answer for this.
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"Private" Governance Is Actually a Club Good
Four legal doctrines that courts have developed independently — the business judgment rule, the FAA's arbitrability presumption, the antitrust rule of reason, and common-law deference to voluntary associations — all perform the same economic function: they are implicit Pigouvian subsidies for governance production.
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Law and Governance: The Missing Variable
Law changes institutions constantly. It rarely asks what those institutions do. Governance is the variable legal analysis has been missing.
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Judgment Proof: When Compliance Replaces Wisdom
Modern institutions have engineered out the faculty of judgment. When no one judges, no one can be held to account for the assessments that were never made.
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Exclusive Inclusion
Institutions publicly committed to inclusion can produce systematic exclusion as a structural output. The mechanism is architectural, not attitudinal — and it affects every marginalized group, not just one.
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Crosstagion: When Banks Break Stablecoins
The policy designed to make stablecoins safe — anchoring them to Treasuries — is simultaneously the policy that transmits Treasury market stress into the stablecoin market with maximum efficiency.
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Beyond the Ivory Tower: Antisemitism, Anti-Zionism, and Campus Free Speech
The question for university leaders is not 'What are we allowed to say?' It is 'What kind of institution are we becoming?'
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Fintech Regulation: A Framework for Emerging Technologies
As financial technology reshapes lending, payments, and investment, regulators face a difficult question: adapt existing rules or build new ones from scratch?
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The Socratic Method at Its Best—and Worst
The Socratic method remains the dominant pedagogical form in American law schools, but it is widely misunderstood—both by its defenders and its critics.
Latest Notes & Commentary
Short observations, updates, and timely commentary from recent writing and public engagement.
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The Wrong Plaintiff: When Contract Remedies Destroy Networks
Contract doctrine identifies the promisee as the injured party. In trading networks, that identification is incomplete — and the remedy can be worse than the breach.
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Why Technology Is Replacing Employment
Transaction cost economics explains why technology makes contracting cheaper than employing — and what that means for labor law.
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Why the Supreme Court Made Crypto Legislation Inevitable
Loper Bright eliminated Chevron deference. Agencies can no longer fill gaps in securities law through interpretation. Only Congress can provide a stable framework.
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Why Labor Law Assumes You Work in a Factory
The NLRA was not designed to optimize worker welfare. It was designed to prevent socialist revolution during the Great Depression.
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Why Equity Crowdfunding Hasn't Democratized Startups
The JOBS Act promised to democratize startups. Instead, capital consolidated in Unicorns. The problem is illiquidity.
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Why CLE Doesn't Work (and How to Fix It)
Continuing legal education measures hours watched, not learning achieved. The social value is likely negative.
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Why Big Companies Secretly Love Regulation
Regulatory compliance costs function like economies of scale in reverse. Red tape is a competitive moat for incumbents.
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What the GENIUS Act Actually Does
GENIUS does not abandon securities law principles. It completes the trajectory of Halliburton II — replacing litigation presumptions with continuous disclosure and shifting from scienter to strict liability.
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Unbundling Employment: A Better Way to Classify Gig Workers
The employee/contractor binary is broken. A 'Form GW' modeled on securities law could fix it.
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Twitter and the Future of Shareholder Activism
Social media solves the collective action problems that have paralyzed shareholder democracy since 1942.
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The Temporal Paradox: When a Security Stops Being a Security
A token that starts as a security can mature into something else entirely. The Supreme Court's 80-year-old test has no answer for this.
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Teaching IP as a System
Patents, trademarks, copyrights, and trade secrets are interconnected. Teaching them in silos fails students.
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The State Stablecoin Loophole in the GENIUS Act
The GENIUS Act defines 'person' to include business entities — but states are not persons. State-issued stablecoins bypass federal regulation entirely.
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Social Media, Corporate Power, and the Giant Goldfish
We entrusted fundamental civil liberties to corporations with obligations only to shareholders, not to democracy.
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A Short History of Financial Technology
From colonial-era incorporation to cryptocurrency — the recurring pattern of financial innovation outpacing regulation.
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"Private" Governance Is Actually a Club Good
Four legal doctrines that courts have developed independently — the business judgment rule, the FAA's arbitrability presumption, the antitrust rule of reason, and common-law deference to voluntary associations — all perform the same economic function: they are implicit Pigouvian subsidies for governance production.
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The Paradox of Valuing Trade Secrets
How do you calculate royalties for a secret whose value depends on no one knowing what it is?
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Not All Tokens Are Securities
DeFi tokens that grant access to a service are not investment contracts. A function-based framework can tell the difference.
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Law and Governance: The Missing Variable
Law changes institutions constantly. It rarely asks what those institutions do. Governance is the variable legal analysis has been missing.
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Judgment Proof: When Compliance Replaces Wisdom
Modern institutions have engineered out the faculty of judgment. When no one judges, no one can be held to account for the assessments that were never made.
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The $5.7 Million Barrier to Going Public
The cumulative cost of securities regulations prices out smaller companies while barely denting the budgets of large ones.
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Hyperfunding and the Tesla Problem
When Tesla collected $20 billion in presale deposits, it fell into a regulatory gap that no existing law addresses.
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The Gender Gap in Crowdfunding
Female-led crowdfunding campaigns raise less — and the gap widens as the target amount increases.
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Exclusive Inclusion
Institutions publicly committed to inclusion can produce systematic exclusion as a structural output. The mechanism is architectural, not attitudinal — and it affects every marginalized group, not just one.
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ESG Disclosure Can Backfire
Mandatory ESG disclosures could produce less corporate social responsibility, not more.
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The Decentralization Illusion
DAOs marketed as 'decentralized' often have Gini coefficients of 0.90-0.98 for governance tokens. Formal decentralization does not equal actual decentralization.
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Crosstagion: When Banks Break Stablecoins
The policy designed to make stablecoins safe — anchoring them to Treasuries — is simultaneously the policy that transmits Treasury market stress into the stablecoin market with maximum efficiency.
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Bridgefunding: Fixing the Series A Gap
The JOBS Act aimed crowdfunding at the wrong market segment. Inverting the limits would bridge the real gap.
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Beyond the Ivory Tower: Antisemitism, Anti-Zionism, and Campus Free Speech
The question for university leaders is not 'What are we allowed to say?' It is 'What kind of institution are we becoming?'
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Antitrust for the Decentralized Internet
Applying 19th-century antitrust tools to 21st-century information markets could break the internet. Here's why the analogy fails.
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Welcome to the Blog
A brief introduction to this blog—what it is, who it is for, and what kinds of ideas will find a home here.
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Fintech Regulation: A Framework for Emerging Technologies
As financial technology reshapes lending, payments, and investment, regulators face a difficult question: adapt existing rules or build new ones from scratch?
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The Socratic Method at Its Best—and Worst
The Socratic method remains the dominant pedagogical form in American law schools, but it is widely misunderstood—both by its defenders and its critics.
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Equity Crowdfunding After the JOBS Act: Lessons Learned
More than a decade after the JOBS Act, equity crowdfunding has found a niche but not yet fulfilled its original promise of democratizing startup investment.
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Why Civil Society Matters to Lawyers
Lawyers spend most of their training learning about the state and the market. But much of human life takes place in a third sector that legal education largely ignores.
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The General Solicitation Ban Is Obsolete
A 1982 rule designed for newspaper ads now governs whether a Facebook post is a securities violation. The ban should be abolished.
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When 50 Cent Tweets 'Buy This Stock,' Is That a Securities Violation?
Celebrities, influencers, and ordinary entrepreneurs all face the same unanswered question: does a social media post constitute a general solicitation?