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Full-Text Articles in Law
Uncovering Elon's Data Empire, Carliss Chatman, Carla L. Reyes
Uncovering Elon's Data Empire, Carliss Chatman, Carla L. Reyes
Faculty Journal Articles and Book Chapters
In 2022, Elon Musk publicly announced that he would purchase Twitter after acquiring a five percent stake in the company. His failure to report this acquisition—and the company’s failure to notice—allowed Musk to continue purchasing stock at a deflated price, costing the company more than $156 million. After the signing of a merger agreement, the details of the transaction caused wild fluctuations in Tesla’s stock price. Musk’s complaints about the management of Twitter and the existence of bots on the platform led Twitter’s stock to also drop in value, as did Musk’s attempts to withdraw from the transaction. Even after …
Wireless Investors & Apathy Obsolescence, Sergio Alberto Gramitto Ricci, Christina M. Sautter
Wireless Investors & Apathy Obsolescence, Sergio Alberto Gramitto Ricci, Christina M. Sautter
Faculty Journal Articles and Book Chapters
This Article discusses how a subgenre of retail investors makes investors’ apathy obsolete. In prior work, we dub this genre of retail investors “wireless investors” for their reliance on technology and online communications. By applying game theory, this Article discusses how wireless investors’ global-scale online communications allow them to circulate information and coordinate, obliterating collective action problems.
Power, Primacy, And The Corporate Law Pivot, Grant M. Hayden, Matthew T. Bodie
Power, Primacy, And The Corporate Law Pivot, Grant M. Hayden, Matthew T. Bodie
Faculty Journal Articles and Book Chapters
As a Vice Chancellor, Chancellor, Chief Justice, and now a private citizen, Leo Strine has consistently recognized the shape of power relations within corporate law. With his wry wit and sharp prose, he has cut to the quick on issues such as director independence, shareholder rights, and the separation of ownership from ownership. Underlying these decisions are both the recognition of the underlying power dynamics at play and the pursuit of fairness under the law. As the Chief Justice has gone from lawmaker to commentator, his perspective has shifted on the role of corporate law in shaping society. Like him, …
Autonomous Corporate Personhood, Carla L. Reyes
Autonomous Corporate Personhood, Carla L. Reyes
Faculty Journal Articles and Book Chapters
Several states have recently changed their business organization law to accommodate autonomous businesses—businesses operated entirely through computer code. A variety of international civil society groups are also actively developing new frameworks— and a model law—for enabling decentralized, autonomous businesses to achieve a corporate or corporate-like status that bestows legal personhood. Meanwhile, various jurisdictions, including the European Union, have considered whether and to what extent artificial intelligence (AI) more broadly should be endowed with personhood to respond to AI’s increasing presence in society. Despite the fairly obvious overlap between the two sets of inquiries, the legal and policy discussions between the …
(Un)Corporate Crypto-Governance, Carla L. Reyes
(Un)Corporate Crypto-Governance, Carla L. Reyes
Faculty Journal Articles and Book Chapters
Public blockchain protocols face a serious governance crisis. Thus far, blockchain protocols have followed the path of early Internet governance. If the architects of blockchain protocols are not careful, they may suffer a similar fate — increasing governmental control, greater centralization, and decreasing privacy. As blockchain architects begin to consider better governance structures, there is a legal movement underway to impose a fiduciary framework upon open source software developers. If the movement succeeds, the consequences for open source software development could be dire. If arbitrarily imposed upon blockchain communities without consideration of variances among communities or the reality of how …
The Bizarre Law & Economics Of 'Business Roundtable V. Sec', Grant M. Hayden, Matthew T. Bodie
The Bizarre Law & Economics Of 'Business Roundtable V. Sec', Grant M. Hayden, Matthew T. Bodie
Faculty Journal Articles and Book Chapters
Corporations are legal entities designed to foster certain kinds of collective economic activity. The decisionmaking power within a corporation ultimately rests with a board of directors elected by shareholders. Shareholders, however, do not use anything like a conventional ballot in these elections; instead, they fill out a “proxy ballot,” delivered to them by the incumbent board. This proxy ballot lists only the incumbent board’s chosen nominees, very often the board members themselves. If a shareholder wants to run for director or propose another nominee for the board, she needs to provide all other shareholders with a separate proxy ballot — …
The Cult Of Efficiency In Corporate Law, Stephen E. Ellis, Grant M. Hayden
The Cult Of Efficiency In Corporate Law, Stephen E. Ellis, Grant M. Hayden
Faculty Journal Articles and Book Chapters
This paper challenges a fundamental assumption of corporate law scholarship. Corporate law is heavily influenced by economics, and by normative economics in particular. Economic efficiency, for example, is seen as the primary goal of good corporate governance. But this dependence on standard notions of economic efficiency is unfortunate, as those notions are highly problematic. In economic theory, efficiency is spelled out in terms of individual preference satisfaction, which is an inadequate foundation for any sort of normative analysis. We argue that on any account of the good, people will sometimes prefer things that aren’t good for them on that account. …