Regulatory Strategy
Navigating regulation, compliance, administrative law, and regulatory arbitrage.
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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 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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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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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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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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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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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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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 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?