Organizations & Corporate Law
Entity formation, governance, fiduciary duties, and corporate structure.
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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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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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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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"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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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.