Scholarship
Books, articles, and working papers on corporate law, fintech regulation, trade secrets, and the intersection of technology, markets, and legal design.
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Books
Casebooks, treatises, and monographs on business law, contracts, trade secrets, and financial technology.
Law and Governance: How Law Makes, Supports, and Weakens Governance
(forthcoming 2026)
Companion site →
Protecting Trade Secrets
Carolina Academic Press (2026)
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Contract Law: Rules, Cases, and Problems
Carolina Academic Press (2025)
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Questions & Answers: Business Associations
Carolina Academic Press (2024)
with Douglas M. Branson and John T. Rice
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with Douglas M. Branson and John T. Rice
A History of Financial Technology and Regulation: From American Incorporation to Cryptocurrency and Crowdfunding
Cambridge University Press (2022)
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Digital Assets, Securities Classification & Cryptocurrency Regulation
Stablecoin regulation, token classification under the Howey test, DeFi safe harbors, and the GENIUS and CLARITY Acts. Covers the legal framework for determining whether a digital asset is a security, commodity, or utility token.
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Crosstagion: The GENIUS Act, CLARITY, and the OCC-CFTC-SEC Gap in Bidirectional Stablecoin ContagionThe GENIUS Act protects against systemic risk flowing in one direction — from stablecoin failure into banking risk. But the empirical record of crosstagion demonstrates the channel runs both ways. When Silicon Valley Bank's failure briefly unpegged USDC in March 2023, the cascade into decentralized markets fell into a jurisdictional gap that neither GENIUS nor CLARITY resolves. No statute allocates liability or mandates coordination among the OCC, CFTC, and SEC when contagion crosses their boundaries. Proposes a tri-agency coordination mechanism triggered by observable stress indicators that assigns jurisdictional primacy before a crisis rather than after.
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Market Power and Governance Power: New Tools for Antitrust Enforcement in the Decentralized Gig EconomyAdvances a dual-metric framework integrating traditional market concentration measures (HHI) with governance concentration metrics (Nakamoto coefficient, Gini coefficient) for digital-age antitrust. Constructs a four-quadrant matrix of organizational types to determine when intervention is warranted.
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Function Over Form: Toward a Safe Harbor Framework for DeFi Regulation of Utility TokensDeFi tokens perform distinct economic roles but existing securities doctrine often misclassifies non-investment tokens as securities. Proposes a narrow statutory safe harbor for utility tokens with three safeguards: technical resilience, accountable control, and calibrated oversight.
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Replacing Howey with CLARITY: Resolving Securities Regulation's Temporal ParadoxBlockchain assets can transform their legal status as they decentralize, evolving from securities to commodity-like instruments. The Howey test provides no framework for this evolution — a gap termed the "Temporal Paradox." The CLARITY Act resolves it by structuring regulation around asset lifecycle phases with a conditional exemption and maturity certification mechanism.
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The GENIUS Dilemma: Innovation Versus Antifraud in Stablecoin RegulationFirst doctrinal analysis of the GENIUS Act, enacted after the TerraUSD collapse exposed unregulated stablecoin risks in a $260 billion market. The statute exempts compliant payment stablecoins from the Securities Act, enforces strict reserve requirements, requires contractual redemption rights, and creates a priority claim in insolvency — shifting enforcement from ex post Rule 10b-5 litigation to ex ante prudential oversight while securing consumer assets via bankruptcy protections.
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Beyond 'Crypto': Reclaiming Congressional Authority Over Financial Risk Governance2024 | SSRNArgues that the framing of digital asset regulation as a "crypto" problem obscures the deeper institutional question: who has authority to govern financial risk in decentralized systems? Makes the case for congressional legislation rather than agency interpretation.
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Antitrust Law for Blockchain TechnologyApplying traditional antitrust law to the modern internet could break it. Critiques Neo-Brandesian approaches for relying on false analogies between 19th-century monopolies and today's decentralized information markets. Illuminates structural distinctions between commodity and information markets for correct antitrust application.
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Hyperfunding: Regulating Financial InnovationsCoins the term "hyperfunding" for massive consumer-direct fundraising — exemplified by Tesla's $20 billion Model 3 presale. This phenomenon falls into a regulatory gap: not equity, not crowdfunding, not a traditional presale. Proposes an initial consumer and retail-investor protection framework.
Securities Regulation, Crowdfunding & Startup Capital Formation
Private securities offerings, equity crowdfunding, the JOBS Act, venture stock exchanges, and the Series A gap. Includes empirical research on gender disparities in crowdfunding outcomes.
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Collective Phronesis in Equity Crowdfunding: Structuring Financial Regulation for Practical Wisdom2025 | SSRNApplies the concept of collective practical wisdom (phronesis) to equity crowdfunding regulation. Argues that regulatory design should cultivate rather than replace the judgment of market participants. Bridges the crowdfunding scholarship with the governance theory work.
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Encouraging Entrepreneurship and Innovation through Regulatory DemocratizationNot all regulations are equally harmful to startups. Proposes a four-part taxonomy along two axes (complex/simple, rules/standards) and finds complex standards most burdensome. Introduces "regulatory democratization" whereby RegTech can reduce compliance costs for small firms. Grounded in 88 interviews from "The Startup Study."
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Securities Regulation and Social MediaThe SEC's ban on general solicitation is technologically obsolete and socially inequitable. It disproportionately harms rural and less-wealthy entrepreneurs who depend on social media to reach investors. Reviews new social media investment platforms and analyzes whether a tweet constitutes general solicitation.
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Do Female Investors Support Female Entrepreneurs? An Empirical Analysis of Angel Investor Behavior2019 | SSRNEmpirical study of whether female angel investors preferentially fund female entrepreneurs. Extends the gender-and-crowdfunding research to the angel investment context.
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Start-Up Financing 2.0Practical guide to the four main startup financing options — debt, equity, convertible debt, and crowdfunding — with pros, cons, and key legal issues of each. Covers P2P lending, ICOs, and venture philanthropy as emerging subtypes.
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Female Entrepreneurs and Equity Crowdfunding in the US: Receiving Less When Asking for MoreFemale-led equity crowdfunding campaigns receive significantly less funding ($152,918 vs. $258,098), and the gap widens as target amounts increase. Challenges the view that crowdfunding democratizes access to capital for women.
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A Place of Their Own: Crowds in the New Market for Equity CrowdfundingMinnesota Law Review: Headnotes , 2016 | PDFDigital Shareholders cannot overcome the classic trio of problems in startup investing (information asymmetry, uncertainty, agency costs). Identifies a "Too Small To Succeed" phenomenon where investor-protection policies designed for large firms are counterproductively applied to crowdfunding offerings.
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Democratizing StartupsThe JOBS Act aimed to democratize startups but capital consolidates in Unicorns instead. The key problem is illiquidity — investors can't resell startup stock. Proposes a "Rule 144B" safe-harbor for web-based venture stock exchanges.
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Bridgefunding: Crowdfunding and the Market for Entrepreneurial FinanceIdentifies the Series A gap and proposes "bridgefunding" — inverting crowdfunding limits ($1M floor, $5M ceiling) so crowds bridge startups from angel funding to venture capital. Uses game theory to analyze the gap as a market failure caused by regulation.
Corporate Governance, ESG Disclosure & Shareholder Rights
Board governance, mandatory ESG disclosure, shareholder activism, social media and corporate power, and the institutional design of organizations that maintain — or lose — integrity.
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"Private" Governance Is Actually a Club GoodNetwork governance is a club good: excludable through ostracism, nonrivalrous up to congestion, voluntarily joined, and financed by members. Courts that displace a network's authority to ostracize rule-breakers weaken the excludability that makes governance valuable to members and non-members alike. When the ostracism mechanism loses credibility, members defect, governance quality declines, and the positive externalities governance creates for non-members disappear. Courts should recognize doctrines that defer to network decisions as implicit Pigouvian subsidies that reduce governance costs and help prevent the undersupply of socially valuable governance.
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The Wrong Plaintiff: Contract Damages Versus Network Expulsion and the Collapse of Distributed GovernanceCourts awarding standard contract remedies can destroy private network governance. In collectively governed trading networks, commercial cooperation depends on the credible threat of ostracism — a club good that is excludable and nonrivalrous. When judicial intervention displaces the network's authority to exclude violators, it converts collective exclusion from a property rule into a liability rule and degrades the club good into a public good. Making one obligee whole through expectation damages can produce a net welfare loss by weakening the credibility of exclusion. Connects Buchanan's club goods theory to Calabresi and Melamed's property/liability distinction through the empirical work of Bernstein, Greif, Landa, and Ostrom.
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Musk's OpenAI and Warren Clashes to Steer AI Governance's FutureBloomberg Law , 2025 (with Anat Alon-Beck) | Full TextExplores competing visions for AI governance through the lens of Elon Musk's conflict with OpenAI and Elizabeth Warren's regulatory proposals. Analyzes how these clashes will shape the future of AI regulation, balancing innovation with ethical standards.
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Delaware's Corporate Law Reform Would Fortify Stable GovernanceBloomberg Law , 2025 | Full TextDefends Delaware's SB21 corporate law reform as strengthening predictability and stable governance rather than weakening shareholder protections. Argues that clear, bright-line rules benefit corporations, investors, and the business community.
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Legitimate University Governance2025 | SSRNDevelops the concept of "sovereign charities" — elite private universities that wield public influence, receive public subsidy, and perform public functions while governing themselves as private corporations answerable to no external constituency. Explains how this governance architecture enables the conditions documented in Exclusive Inclusion.
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University Disentanglement: Toward a Theory of University GovernanceDevelops an agency-costs framework for university governance, analyzing how self-perpetuating boards, hollow fiduciary duties, and absent stakeholder standing create structural conditions for institutional failure. Companion to Exclusive Inclusion — provides the governance theory that paper applies to identity-based exclusion.
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Machines and Contractual Intent2022 | SSRNExamines what happens to the doctrine of contractual intent when contracts are formed, performed, or breached by machines rather than humans. When an algorithm accepts terms, who has "intended" to contract?
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Social Media and Democracy after the Capitol Riot, or, A Cautionary Tale of the Giant GoldfishMercer Law Review , 2022 | PDFExamines free speech vs. corporate power on social media after January 6. Platforms are not state actors — they exercise editorial discretion as private property. The federal government has effectively deputized social media corporations to moderate speech, even when platforms act for profit.
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The Unintended Consequences of Mandatory ESG DisclosuresMandatory ESG disclosures could lead to less CSR activity, not more. The information paradox means disclosure may crowd out voluntary efforts. Empirical evidence shows ESG-related mandates are not associated with beneficial real-world outcomes. The SEC should quantitatively weigh costs and benefits.
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Online Onboarding: Corporate Governance Training in the COVID-19 EraArizona State University Corporate and Business Law Journal , 2021 (with Benjamin P. Kahn) | SSRN | PDFTranslates director onboarding from in-person to online formats. Identifies three components — information delivery, socialization, motivation — and maps each to online analogs including virtual data rooms, flipped boardrooms, and breakout sessions.
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A Little Birdie Said: How Twitter Is Disrupting Shareholder ActivismTwitter and social media can rejuvenate shareholder activism by solving collective action problems — rational apathy and free riding. Traces SEC Rule 14a from its wartime origins through the liberalizing 1992 amendments to the social media era.
Gig Economy, Worker Classification & Labor Market Regulation
Worker classification disputes, transaction cost economics of employment, labor market monopsony, and proposed regulatory frameworks for gig economy benefits and platform accountability.
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Transaction Cost Economics, Labor Law, and the Gig EconomyTechnology has reduced contracting costs in labor markets — triangulation, transfer, trust, and measurement — creating greater direct exchanges between consumers and labor suppliers. This explains the rise of freelancing, contracting, and gig work, with radical implications for labor law.
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Balancing Flexibility and Rigidity: Do Unions Make Sense in the On-Demand Economy?Cambridge University Press (The "Fissured" Workplace) , 2019 (with Liya Palagashvili) | PDFThe gig economy is a competitive labor market, not a monopsony. Workers multi-home across platforms, barriers to entry are low, and platforms compete with traditional employers. Traditional unions impose rigid rules on a sector that thrives on flexibility and can cause deadweight losses in competitive markets.
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Unbundling Employment: Flexible Benefits for the Gig EconomyThe employee/independent contractor binary is a poor fit for the gig economy. Proposes a "Form GW" framework — inspired by securities law — where each platform specifies which benefits it offers. Creates competition among platforms to attract workers with better benefit packages.
Legal Education, Pedagogy & Casebooks
Law school pedagogy, hybrid and online teaching, continuing legal education reform, systems-based IP curriculum design, and published casebooks and study guides.
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A Systems Approach: Teaching Intellectual Property in Our Interconnected WorldIP education must shift from fragmented to integrated systems thinking. Patents, trademarks, copyrights, and trade secrets should be taught as an interconnected system, not in silos. Uses UNH Franklin Pierce's Hybrid JD program as a case study.
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Advanced Online Continuing Legal Education: How to Leverage Technology-Mediated Education for Lawyers' Lifelong LearningOCLE's social value is likely negative because MCLE measures inputs (hours) rather than outputs (learning). Proposes backward design and chunking techniques. Calls on state bars to require best practices in technology-mediated education rather than prohibiting online CLE.
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Distance Education in the Time of Coronavirus: Quick and Easy Strategies for Professors2020 | SSRNPractical guide for professors forced online by COVID-19. The most- downloaded paper on Seth's SSRN profile (12,096 views, 3,155 downloads), demonstrating widespread need for accessible guidance on emergency transition to online teaching.
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Corporations Hybrid: A COVID Case Study on Innovation in Business Law PedagogyCase study on using asynchronous online technology synergistically with synchronous live experiences in a hybrid Corporations course. When COVID forced the course fully online, the hybrid format adapted remarkably well.
Trade Secret Misappropriation, Valuation & IP Remedies
Trade secret law, the reasonable royalties remedy, epistemic limits of judicial valuation for uncertain-value secrets, and the distinction between market-anchored and uncertain-value trade secrets.
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Valuing Uncertain Trade Secrets: Epistemic Boundaries of the Reasonable Royalties Remedyforthcoming 2025 | PDFReasonable royalties for trade secret misappropriation borrow the hypothetical-negotiation framework from patent law, but trade secrets lack patent's fixed duration, public disclosure, and market anchors. Distinguishes "market-anchored" secrets from "uncertain-value" secrets and proposes a calibration principle requiring meaningful price-discovery evidence.
Free Speech, Antisemitism & Institutional Integrity
Campus free speech, the legal distinction between anti-Zionism and antisemitism, social media and democratic discourse, and institutional responses to ideological conflict.
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Exclusive InclusionInstitutions publicly committed to inclusion can produce systematic identity-based exclusion as a structural output. Self-perpetuating boards, unenforceable fiduciary duties, and the absence of stakeholder standing create an accountability void that organized factions exploit. The mechanism is architectural, not attitudinal, and operates across identity categories: Jewish students, Women of Color in STEM, Black students at liberal arts colleges, conservative faculty, and students with disabilities all face exclusion through the same governance failures. Proposes three structural reforms: stakeholder standing modeled on corporate derivative suits, enforceable mission specificity, and an operational test for tax exemption adapted from hospital community benefit standards.
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From Anti-Bad to Pro-Good: Legal Architecture for Collective Phronesis2025 | SSRNArgues that modern law has defined itself exclusively by harm prevention (the "anti-bad" function) while abandoning the cultivation of practical wisdom (the "pro-good" function). Proposes legal architecture that recovers the conditions for collective phronesis — the institutional capacity for wise judgment. Companion to Judgment Proof.
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Right to Not Work: Why (Some) Unions Are Anti-ReligionWhen union seniority systems collide with an employee's right to observe the Sabbath, who wins? After the Supreme Court's unanimous decision in Groff v. DeJoy raised the bar from "de minimis" to "substantial increased costs," this article examines the unique double bind facing religious workers in union-security states where CBA seniority rules directly block religious accommodations.
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Beyond the Ivory Tower: Confronting Antisemitism, Anti-Zionism, and Free Speech Through Firsthand Observation and EngagementExamines whether anti-Zionism constitutes antisemitism, drawing on legal analysis and firsthand observations in Israel after October 7. Proposes a liberal-realist framework for institutional clarity, advocating virtue ethics and institutional integrity on campuses.