Digital Commons Network^™

Asking Gpt For The Ordinary Meaning Of Statutory Terms, Richard Mcadams, Christoph Engel

Articles

No abstract provided.

Machine-Learning Human Rights, Han-Wei Ho, Patrick Chung-Chia, Nuno Garoupa, Martin Wells, Yun-Chien Chang, Tom Ginsburg

Articles

Utilizing a comprehensive panel dataset spanning from 1900 to 2020, this study introduces an innovative methodology for the analysis and categorization of legal documents, specifically national constitutions. Contrary to the predominant reliance on unsupervised methods within the field, this research incorporates a supervised machine-learning approach, notably the SEMMS method, alongside traditional unsupervised algorithms. This dual approach facilitates a nuanced analysis of the human rights provisions contained within national constitutions, resulting in the identification of both traditional and novel constitutional groupings. Broadly speaking, the more traditional common law-civil law divide does not seem particularly relevant in this context. Furthermore, our methodology …

Can Machines Commit Crimes Under U.S. Antitrust Laws?, Aslihan Asil, Thomas G. Wollmann

The University of Chicago Business Law Review

Generative artificial intelligence is being rapidly deployed for corporate tasks including pricing. Suppose one of these machines communicates with the pricing manager of a competing firm, proposes to collude, receives assent, and raises price. Is this a crime under U.S. antitrust laws, and, if so, who is liable? Based on the observed behavior of the most widely adopted large language model, we argue that this conduct is imminent, satisfies the requirements for agreement and intent under Section 1 of the Sherman Act, and could confer criminal liability to both firms as well as the pricing manager of the competing firm.

“Killer Acquisitions” Reexamined: Economic Hyperbole In The Age Of Populist Antitrust, Jonathan M. Barnett

The University of Chicago Business Law Review

Major competition regulators, and substantial portions of the scholarly community, have rapidly adopted the view that “killer acquisitions” and “kill zones” constitute significant sources of competitive risk arising from incumbent acquisitions of emerging firms in digital markets. Based on this view, policymakers in the United States, European Union, and other jurisdictions have advocated for, and in some cases have taken, substantial changes to merger review policies that would erect significant obstacles to incumbent/startup acquisitions. A review of the relevant body of evidence finds that these widely-held views concerning incumbent/startup acquisitions rest on meager support, confined to ambiguous evidence drawn from …

Insider Abstention And Rule 10b5-1 Plans, David Rosenfeld

The University of Chicago Business Law Review

Company insiders will typically be in possession of material non-public information (MNPI) about their companies. In order to allow insiders the opportunity to trade, the SEC adopted Rule 10b5-1, which provides an affirmative defense to insider trading liability if the trades are made pursuant to a written plan or trading instruction entered into when the trader was not aware of MNPI. Over the years, there has been considerable concern that insiders were abusing Rule 10b5-1 plans by adopting plans just prior to trading, adopting multiple plans, or even terminating plans when they turned out to be unprofitable. The SEC recently …

Corporate Governance And Risk-Taking: A Statistical Approach, Steven L. Schwarcz

The University of Chicago Business Law Review

Because prudent corporate governance often requires managers to take risks based on statistically expected outcomes, corporate failures that have a small but finite chance of occurring cannot always be prevented. This Article makes three related claims about risk-taking in corporate governance.

This Article’s first claim is that managers should not automatically be presumed to be at fault for corporate failures that result from risk-taking decisions based on statistical methodologies that reasonably justify the decisions ex ante. Conceptually, the business judgment rule should protect corporate managers for engaging in a reasonable decision-making process, including one that is statistically based. Jurisdictionally, however, …

The Ascertainable Standards That Define The Boundaries Of The Sec’S Rulemaking Authority, Bernard S. Sharfman

The University of Chicago Business Law Review

On the heels of the U.S. Supreme Court’s decision in West Virginia v. Environmental Protection Agency, the “major questions” doctrine quickly came to be perceived as a significant impediment to the finalization of the Securities and Exchange Commission’s proposed rule on climate-related disclosures.

This Article presents a new argument against finalization, an argument that does not require the application of the major questions doctrine. This argument finds its authority in the policy objectives and the one policy constraint found in the statutes that underlie the proposed rule. These policy standards, referred to as ascertainable standards in the Article, not only …

Disfavored Supreme Court Precedent In The Lower Federal Courtscurtis Bradley, Curtis Bradley, Tara Leigh Grove

Public Law and Legal Theory Working Papers

There has been significant debate in recent years about the stare decisis effect of Supreme Court decisions, prompted in large part by the overturning of Roe v. Wade and, more recently, by the overturning of Chevron. Almost all of this debate has concerned whether the Court should adhere to its own decisions, a matter of "horizontal" stare decisis. But potentially even more significant is the "vertical" effect of Supreme Court precedent on the lower courts, which handle almost all of the federal judicial business. If the Supreme Court expressly overturns a precedent, the lower courts will of course stop following …

A New Measure Of Surviving Children That Sheds Light On Long-Term Trends In Fertility, Anup Malani, Ari Jacob

Public Law and Legal Theory Working Papers

The consequences of fertility decline flow primarily from reduction in the number of surviving children, i.e., both births and survival, not simply from reductions in births. Therefore, neoclassical economic theories that attempt to explain fertility decline (e.g., quantity-quality models) hinge on preferences for surviving children, not births per se. This paper provides a new measure of surviving children. Effective fertility rate (EFR) is the product of the current fertility rate and the projected probability that a child survives until some age A. This age A could be between 15-49 for a measure (EFRR) that tracks reproductive potential, or 15-65 for …

The Neoclassical View Of Corporate Fiduciary Duty Law, Zachary J. Gubler

University of Chicago Law Review

Traditionally, corporate fiduciary duties are said to run to the corporation itself. But what does this mean? Something, this Article argues, that is quite different from what both shareholder and stakeholder value maximization proponents think. Specifically, the argument is that corporate fiduciary duties are owed not to any flesh-and-blood stakeholder, including current shareholders, but rather to a hypothetical permanent investor whose holding period is forever. Like any statement of corporate purpose, this “permanent equity maximization norm” is rooted in an underlying model of the corporation. In this case, the underlying model must be one that sees the corporation as a …

The Constitutional Money Problem, Aziz Z. Huq, Brian D. Galle

Public Law and Legal Theory Working Papers

We consider three aspects of the constitutional status of the U.S. Federal Reserve. Under the Supreme Court’s contemporary approach to constitutional meaning, there is a surprising degree of doubt about whether key aspects of the Federal Reserve (“Fed”)—its independence from Congress and the President, and even its power to create money— are constitutional. We suggest this is reason to believe the Court’s dominant interpretive approaches generate implausible results, but identify a previously overlooked source of constitutional grounding for the Fed that better supports its authority and structure. We further sketch the potential limits, costs, and benefits of our suggestion.

In …

The Fourteenth Amendment And The Vénus Noire, Farah Peterson

Public Law and Legal Theory Working Papers

No abstract provided.

The Shadow Of The Law Of The Police, Adam Davidson

Public Law and Legal Theory Working Papers

Joanna Schwartz’s Shielded: How the Police Became Untouchable is, in many ways, a triumph. It catalogues the laws regulating police with a breadth and depth unexpected from a book targeted to a popular audience, and it does so in gripping style. Although her ability as a researcher is well known to those who have encountered her earlier work, it is Schwartz’s ability as a storyteller that sets Shielded apart and makes the stakes of these doctrinal discussions clear. Admittedly, for those lawyers, judges, and academics who come to Shielded already familiar with Schwartz’s academic work, there is little new analytical …

John Witte, Jr. And The Study Of Legal History, Richard Helmholz

Book Sections

No abstract provided.

Introduction: The Comparative Constitutional Design Of Elections, Parties, And Voting, Tom Ginsburg, Aziz Huq, Tarun Khaitan

Book Sections

No abstract provided.

The Constitutionalization Of Elections And Parties, Tom Ginsburg, Mila Versteeg

Book Sections

No abstract provided.

Populism As A Constitutional Force In The United States, Aziz Huq

Book Sections

No abstract provided.

Occupational Licensing And Labor Market Mobility: Evidence From The Legal Profession, Adam Chilton, Jacob Goldin, Kyle Rozema, Sarath Sanga

Coase-Sandor Institute for Law & Economics Research Paper Series

We study how state occupational licensing requirements shape labor mobility across U.S. legal markets. Drawing on newly collected data, we link variation in state bar exam waiver policies to lawyers’ license acquisitions, professional disciplinary records, and educational histories. We find that bar exam waivers increase the number of experienced lawyers obtaining a new license by 38 percent, but that the additional lawyers are subject to more professional discipline and tend to have graduated from less selective law schools. Our results suggest that state-level occupational licensing regimes can create a trade-off between the supply and quality of professionals in an industry.

Colonial Experiences And Contemporary Laws, Yun-Chien Chang, Adam Chilton, Nuno Garoupa, Mila Versteeg

Coase-Sandor Institute for Law & Economics Research Paper Series

Although research suggests that countries’ colonial experiences are associated with a range of contemporary outcomes, the link between colonial experiences and the substance of countries’ laws remains unclear. We explore this question while making four improvements over past research. First, we use more detailed data on both countries’ colonial experiences and contemporary substantive laws. Second, we directly assess whether countries’ shared legal origins—that is, whether they had a common law or civil law system—or their colonial origins—that is, which country had previously colonized them—are more associated with differences in their contemporary laws. Third, we use a research design that makes …

Deconstructing The Senior Creditor, Anthony Casey, Andrew Verstein

Coase-Sandor Institute for Law & Economics Research Paper Series

No abstract provided.

A Commitment Rule For Insolvency Forum: A Response To Critics, Anthony J. Casey, Aurelio Gurrea Martínez, Robert K. Rasmussen

Coase-Sandor Institute for Law & Economics Research Paper Series

No abstract provided.

Disfavored Supreme Court Precedent In The Lower Federal Courts, Curtis A. Bradley, Tara Leigh Grove

Coase-Sandor Institute for Law & Economics Research Paper Series

There has been significant debate in recent years about the stare decisis effect of Supreme Court decisions, prompted in large part by the overturning of Roe v. Wade and, more recently, by the overturning of Chevron. Almost all of this debate has concerned whether the Court should adhere to its own decisions, a matter of “horizontal” stare decisis. But potentially even more significant is the “vertical” effect of Supreme Court precedent on the lower courts, which handle almost all of the federal judicial business. If the Supreme Court expressly overturns a precedent, the lower courts will of course stop following …

Silicon Valley Bank: A Case Study In Post-Crisis Bank Failures, Anthony Casey

Coase-Sandor Institute for Law & Economics Research Paper Series

The 2023 Silicon Valley Bank collapse was the third-largest bank failure in United States (US) history and one of the two largest since the 2008 financial crisis. This event served as the first major test for the post-crisis bank-failure regime in the US. This article evaluates how effectively that regime responded to the challenge. While some critics have questioned the effectiveness of both the regime and the US government's specific actions, others argue that the measures taken successfully mitigated systemic risk. Notably, the government felt compelled to provide discretionary depositor protection beyond what the legal framework required. This suggests that …

Getting To Yes: The Role Of Coercion In Debt Renegotiations, Vincent S.J. Buccola, Marcel Kahan

Coase-Sandor Institute for Law & Economics Research Paper Series

A debt contract’s value depends on the parties’ ability to alter its terms. But although the rules of alteration are for that reason an important part of the design of debt instruments, the academic literature lacks a framework for making sense of them. Recent upheavals in restructuring practice have emphasized the practical importance of a working theory of alteration, however, and in particular of the rules governing what debtors can do to procure creditor acquiescence to proposed changes. This article develops a comprehensive account of the methods of consent solicitation broadly construed. We offer four principal contributions. First, we identify …

A New Measure Of Surviving Children That Sheds Light On Long-Term Trends In Fertility, Anup Malani, Ari Jacob

Coase-Sandor Institute for Law & Economics Research Paper Series

The consequences of fertility decline flow primarily from reduction in the number of surviving children, i.e., both births and survival, not simply from reductions in births. Therefore, neoclassical economic theories that attempt to explain fertility decline (e.g., quantity-quality models) hinge on preferences for surviving children, not births per se. This paper provides a new measure of surviving children. Effective fertility rate (EFR) is the product of the current fertility rate and the projected probability that a child survives until some age A. This age A could be between 15-49 for a measure (EFRR) that tracks reproductive potential, or 15-65 for …

Price Discipline For Non-Price Loan Terms, Adam Badawi, Vincent S.J. Buccola, Greg Nini

Coase-Sandor Institute for Law & Economics Research Paper Series

A standard model of capital markets contracting posits that issuers select non-price terms to optimize future flexibility relative to the price they imagine investors will charge for it. To assess such a model’s capacity to explain term selection in the syndicated loan market, we study the secondary market reaction to events—the appearance and proliferation of a new type of restructuring transaction known as an uptier—that spurred change in primary market contracting. We find only weak (and fragile) evidence of a significant price effect. The imprecision of our results reveals, as a general matter, a challenge for scholars of fixed-income contracting …

Predictability And Adaptation In Law And Other Markets, Saul Levmore

Coase-Sandor Institute for Law & Economics Research Paper Series

People and enterprises that are subject to the law find it useful to know what the law is at present, but then also to anticipate future rules. If laws are stable this is easily done. Stability is more common where the judicial branch is concerned, because precedents are often valued, and for good reason. They are more often followed by judges than by those involved in other methods of law- making. But in all of lawmaking, and even in the private sphere, there is value to consistency and certainty. And yet, surprises can be attractive if they are not confronted …

An Apa For Tax, David A. Weisbach

Coase-Sandor Institute for Law & Economics Research Paper Series

Recent Supreme Court cases threaten to upend the administrative law applicable to the tax system. Loper Bright eliminates Chevron deference. Ohio v. EPA heightens the scrutiny given to regulatory preambles. And Corner Post effectively eliminates the statute of limitations for challenging the validity regulations. A number of lower court decisions move in the same direction, aggressively using administrative law to invalidate guidance. Combined, these decisions threaten to make issuing guidance much more difficult and to slow the guidance process.

These decisions are based on the Administrative Procedure Act or related statutes rather than constitutional principles. Therefore, to the extent that …

Lost Time: Paying For Delays Associated With Labor Strikes And Traffic Jams, Saul Levmore

Coase-Sandor Institute for Law & Economics Research Paper Series

Waiting is often costly. In many settings, one party delays to impose costs on another. In other settings, delay yields a small gain while imposing significant costs on others who cannot easily bargain. Where the parties can bargain, at least one expects the other to relent and to bring about a settlement that is mutually beneficial. Inasmuch as time offers the opportunity to gather information, compare alternatives, and reach yet better bargains, law does not and should not simply discourage all delays. On the other hand, it is often the case that when parties delay before reaching a bargain, they …

Bankruptcy By Another Name, Anthony Casey, Joshua Macey

Coase-Sandor Institute for Law & Economics Research Paper Series

Abstract

In a recent Essay, Abbe Gluck, Elizabeth Chamblee Burch, and Adam Zimmerman object to the increasing use of bankruptcy to resolve mass tort claims. They and others are concerned that bankruptcy reduces plaintiff voice, impedes the development of state law remedies, and limits discovery that can drive state and federal regulation regulatory interventions. This Online Response Essay addresses these critiques. Contrary to popular descriptions of the bankruptcy system, bankruptcy courts do not simply aim to maximize economic efficiency and financial recoveries. Bankruptcy includes numerous procedures, including robust disclosure, bellwether trials, future claims representatives, and voting, to ensure a fair …