Recent Things

I have a new working paper on two underexamined effects of corporate transparency. Transparency of board records can incentivize (1) outside directors to withhold dissent against management proposals and (2) management to sanitize the formal record to reduce evidence of dissent and wrongdoing. Forthcoming in the Yale Journal of Regulation.

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Hohfeld in the Boardroom has been published in the Yale Journal of Regulation. It reframes a 100-year old debate corporate purpose using Wesley Hohfeld map of rights, duties, privileges, and no-rights. “Highly Recommended” in Larry Solum’s Legal Theory Blog.

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Calling Balls and Strikes has been published in the Harvard Journal of Sports and Entertainment Law. It argues that Chief Justice Roberts’s famous analogy of judges-as-umpires is a bad theory of baseball. “Very interesting and recommended” in Larry Solum’s Legal Theory Blog.

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I went on the Council of Institutional Investors’ podcast to talk about the recent Delaware corporate law reform (SB 21) and my new paper analyzing the market response to the new rules.

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Is the new Delaware corporate law reform good or bad for investors? My new working paper (with Kenneth Khoo) tackles this question through a series of event studies.

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Two insightful responses to my article Dual Class Contracting are forthcoming in the Journal of Corporation Law:
1) Brian Broughman, Dual-Class Contracting -a Response to Roberto Tallarita
2) Pierluigi Matera & David Berger, Performance Leads Governance: A Comment on Professor Tallarita’s Dual Class Analysis

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Why did shareholder support for environmental and social proposals dropped dramatically after 2021? In a new paper with Kenneth Khoo we examine the role of a recent policy change by the SEC. Forthcoming in the Journal of Law and Economics.

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My essay in the Harvard Business Review on the corporate governance of Artificial Intelligence.