Business Formation & Ventures
Startups, venture capital, deal structures, and early-stage business law.
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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 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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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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"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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The Gender Gap in Crowdfunding
Female-led crowdfunding campaigns raise less — and the gap widens as the target amount increases.
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ESG Disclosure Can Backfire
Mandatory ESG disclosures could produce less corporate social responsibility, not more.
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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.