James Si Zeng (The University of Hong Kong – Faculty of Law) has posted Private Securities Enforcement and Agency Costs: Evidence from China’s Financial Courts on SSRN. Here is the abstract: Whether countries that lack private securities enforcement should build it remains an open question. Supporters argue that private enforcement makes reported information reliable, and that reliable information lowers the cost of monitoring and rewarding managers.

Patrick A. McLaughlin (Stanford University - Hoover Institution; Pacific Legal Foundation) and Dariel Rozinsky have posted When Regulatory Metrics Disagree: A Multi-Layer Audit of Regulatory Output in the First Year of the Second Trump Administration on SSRN. Here is the abstract: Administrative scorecards, rule publications, codified text, and agency burden estimates measure different aspects of regulatory output. We compare them during the opening year of the second Trump administration.

Martin Gelter (Fordham University School of Law; European Corporate Governance Institute) and Julia M. Puaschunder (International University of Monaco; Harvard University; The Situationist Project on Law and Mind Sciences) have posted Greenwashing as Aspirational Signaling: From Burden to Benefit? (Fordham Journal of Corporate and Financial Law, forthcoming) on SSRN. Here is the abstract: The practice of greenwashing has gained significance given the debate about ESG disclosures on both sides of the Atlantic.

Simone M. Sepe (University of Toronto - Faculty of Law; University of Toronto - Rotman School of Management; European Corporate Governance Institute (ECGI); American College of Governance Counsel) has posted Hohfeld Deconstructed (Canadian Journal of Law & Jurisprudence) on SSRN. Here is the abstract: An account limited to what a person may or must do does not identify to whom a duty is owed or what legal effects an act produces.

Jared Bernstein (Economic Policy Institute), Aneil Kovvali (Yeshiva University – Benjamin N. Cardozo School of Law), and Jeffery Y. Zhang (University of Michigan Law School) have posted Constructive Bubbles (Journal of Corporation Law, forthcoming) on SSRN. Here is the abstract: Speculative bubbles are typically treated as pathologies to be prevented or deflated as quickly as possible. This Article challenges that premise—not by defending speculation, but by drawing a distinction the standard view obscures.

David Froomkin (University of Houston Law Center) has posted Beyond Neoliberal Administration (in Building Democratic Capacity, forthcoming) on SSRN. Here is the abstract: Recent developments in administrative law limit Congress’s ability to confer regulatory discretion on its administrative agents. Commentators have tended to view these developments as undermining progressive social policy, which has operated throughout the twenty-first century primarily through the administrative state.

Robert T. Miller (George Mason University – Antonin Scalia Law School; European Corporate Governance Institute; Classical Liberal Institute, New York University Law School; Manhattan Institute) has posted Shareholders and Stakeholders in Corporate Law on SSRN. Here is the abstract: There are two main theories of corporate governance: the shareholder theory and the stakeholder theory. The former, which originated in the earliest corporate law decisions of courts of equity in the nineteenth century, requires directors to manage the corporation for the long-term benefit of its shareholders.

Domenico Imparato (University of Hamburg – Institute of Law and Economics; University of California, Berkeley; University of Chicago), Reuven S. Avi-Yonah (University of Michigan Law School), and Karen Sam have posted Data Centers as Engines of Corporate Tax Base Restructuring on SSRN. Here is the abstract: The article examines how data centers and AI infrastructure are reshaping international taxation by tying an increasing share of corporate value creation to immobile infrastructure.

Robin Hui Huang (The Chinese University of Hong Kong – Faculty of Law; East China University of Political Science and Law; University of New South Wales – Faculty of Law), Youlu Yi (Jiangxi University of Finance and Economics), and Sunny Xiyuan Li (The Chinese University of Hong Kong) have posted The Legality of the VIE Structure in Overseas Listings of Chinese Companies: A Theory of Strategic Ambiguity…

Clark D. Asay, Cree Jones, Cassidy McCleary, & Stephanie Plamondon, An Evidence-Based Approach to Fair Use, 60 Ga. L. Rev. 203 (2026).David FagundesThe Copyright Act is turning fifty this year. One…

Aaron Spikol (Stanford University, Department of Political Science, Students) has posted Liquidating Judicial Power on SSRN. Here is the abstract: The Supreme Court assumes that questions about federal judicial authority can be answered based on the original meaning of the words “judicial Power” in Article III of the Constitution. That assumption—which appears in cases ranging from CASA to Loper Bright—is mistaken.

Anthony J. Sebok (Yeshiva University – Benjamin N. Cardozo School of Law) has posted Misguided Paternalism in Commercial Law and Litigation Finance (Villanova Law Review, forthcoming) on SSRN. Here is the abstract: Third-Party Litigation Finance (TPLF) occurs when a third party funds a stranger’s attorney’s costs and/or other legal expenses. It serves a variety of markets, the two main ones being the consumer market, involving individuals with personal injury claims, and the commercial market, (mostly) involving commercial entities suing commercial defendants in business disputes such contract breach and antitrust.

Jack Boeglin (Villanova University - Charles Widger School of Law) has posted A Relational Theory of Standing (University of Pennsylvania Law Review, forthcoming) on SSRN. Here is the abstract: The conventional wisdom is that standing is a matter between plaintiffs and the federal courts. If a plaintiff cannot show that she is a proper party to raise a legal claim, the federal courts lack jurisdiction to hear it.

Kaleb Byars (University of South Carolina – Joseph F. Rice School of Law) has posted The Shareholder “Say on Crime” Vote (Arizona State Law Journal, forthcoming) on SSRN. Here is the abstract: Today’s corporate plea agreements and other criminal resolutions look more like corporate charter amendments than criminal settlement devices. These resolutions require compliance reform that impacts the corporate treasury. They require business reform that alters core corporate operations and purpose.

Richard Briffault (Columbia University - Law School) has posted United States of America v. Eric Adams: Three Ways of Looking at Corruption (Columbia Law Review, forthcoming) on SSRN. Here is the abstract: The five-count federal indictment of Mayor Eric Adams in September 2024 rocked New York City’s legal and political worlds. This was the first time in the City’s long history that a sitting mayor had been hit with federal corruption charges.

Megan W. Shaner (University of Oklahoma College of Law) has posted Recalibrating Corporate Governance: Bifurcating Officers on SSRN. Here is the abstract: Officers are arguably the most consequential actors in corporate management, yet they are the least theorized participant in the law. Scholars have posited several explanations for the lag in the development of officer doctrine. This article identifies an overlooked cause—the homogeneous lens through which corporate law views these actors.

Ioannis Linaritis (Democritus University of Thrace, Law School; European Banking Institute) has posted Artificial Intelligence in Wealth Management: Fiduciary Responsibility and Regulatory Adaptation under EU Law on SSRN. Here is the abstract: Artificial intelligence is fundamentally reshaping the wealth-management industry, accelerating its transition from a relationship-based and human-centred professional service to a technologically mediated, data-driven, autonomous form of financial intermediation. Historically grounded in fiduciary-like duties of loyalty, diligence, confidentiality, and acting in the client’s best interests, wealth management has evolved beyond its association with private banking into a holistic service encompassing portfolio management, investment advice, retirement planning, tax and estate planning.

Victoria Schnure Baumfield (Bond University – School of Law) and Akshaya Kamalnath (ANU Law School) have posted The Long Arm of the State in the Tech Sector and Its Impact on Corporate Purpose on SSRN. Here is the abstract: Corporate purpose debates, in large part theoretical, have captured academic and industry attention in the recent past. This paper will examine the specific case of recent government investment in companies within the tech sector with a view to understanding the aims of such investment and, further, the implications of this for the idea of corporate purpose.

Alejandro E. Camacho (UCLA School of Law; Center for Progressive Reform) and Robert L. Glicksman (George Washington University - Law School) have posted The Polluter-Pays Principle and its Enemies: Corporate Fraud, Weaponizing Preemption, and the Survival of Climate Accountability (University of Chicago Law Review Online, forthcoming) on SSRN. Here is the abstract: State and local governments across the United States have filed suit in state courts against major fossil fuel companies, seeking compensation for climate-related damage to their infrastructure, public resources, and communities.

Brett McDonnell (University of Minnesota Law School) has posted Queerying Corporate Governance on SSRN. Here is the abstract: There has been much discussion of efforts to diversify corporate boards with respect to race and gender. Some of these efforts also feature mandates to include LGBTQ board members, but less attention has been paid to this dimension of board composition and diversity.

Darrell A. H. Miller (University of Chicago - Law School; Duke University School of Law), Jennifer Tucker (Johns Hopkins University), Peter Rutland (Wesleyan University), and Stephen Hargarten (Medical College of Wisconsin) have posted Lethality and the Historical Principles of Arms Regulation (Pepperdine Law Review, forthcoming) on SSRN. Here is the abstract: Second Amendment “arms” jurisprudence is a muddle. Lower courts have been obliged to craft various approaches from Supreme Court decisions that appear to point in different directions.

Adam J. Levitin (Georgetown University Law Center) and Stephen J. Lubben (Seton Hall Law School) have posted The Federal Corporate Law of Bankruptcy on SSRN. Here is the abstract: Corporate law is normally the province of state law, but when a corporation files for bankruptcy, federal law takes over, as title to all the corporation’s property is deemed transferred to a new federal legal entity called the “bankruptcy estate.” In chapter 11 bankruptcy, the estate is still controlled by the corporation’s old management as a “debtor in possession” (DIP), but because it is a creation of federal law, its corporate governance is controlled by federal, rather than state law.

Match Dawson (St. Mary’s University - School of Law) has posted Forgotten Forfeiture (Cornell Law Review, forthcoming) on SSRN. Here is the abstract: For half a century, the Supreme Court has answered constitutional challenges to civil forfeiture with a history lesson: it is well established that the First Congress seized ships and cargoes, so, as the argument goes, modern forfeiture practice justifiably stands on Founding-era footing.

Aneil Kovvali (Yeshiva University – Benjamin N. Cardozo School of Law) has posted Government Failure and Corporate Reform (Boston College Law Review, forthcoming) on SSRN. Here is the abstract: Corporate law has been racked by a decades-long debate. Shareholder primacy theorists suggest that corporate leaders should focus exclusively on maximizing financial returns to shareholders, while stakeholder governance theorists suggest that corporate leaders should consider a broader range of concerns such as impacts on workers and the environment.

Arnoud Pijls (Radboud University Nijmegen – Business and Law Research Centre, Institute for Financial Law) and Wouter Verbeek (Berenschot Business Management) have posted The Valuation of Control Attached to Shares on SSRN. Here is the abstract: In legal proceedings concerning the valuation of shares, the question regularly arises as to whether the value of control attached to those shares can be considered separately and, if so, how.

Junhai Liu (Renmin University of China – Law School) has posted The Legal Status of AI-Empowered One-Person Companies: Harnessing Benefits and Mitigating Risks—Focusing on China’s OPC Practice, Business-Entity Identification, and Digital Accountability on SSRN. Here is the abstract: China’s national “AI+” initiative and local policies supporting one-person companies (OPCs) are accelerating the emergence of “one person + AI” and “lean team + AI” as new forms of entrepreneurship.

Jonathan Hartley (Stanford University) has posted The Federal Reserve Substitution Fallacy: Presidential Removal, Early National Banks, and the Limits of Historical Precedent on SSRN. Here is the abstract: The United States Congress created the Second National Bank in the Bank Act of 1816 with five presidentially appointed directors who could be removed by the President. Its private board majority prevented unilateral presidential direction of ordinary banking decisions.

Marcel Kahan (New York University School of Law; European Corporate Governance Institute) and Edward B. Rock (New York University School of Law; European Corporate Governance Institute) have posted Delaware’s Newest Dilemma: Mandatory Arbitration and State Competition for Corporate Charters on SSRN. Here is the abstract: Mandatory arbitration of shareholder claims is poised to reshape corporate litigation and interstate competition for corporate charters.

Vasan Kesavan has posted The Limits of Federal Judicial Discipline on SSRN. Here is the abstract: Federal judges, like other federal officials, sometimes misbehave. Judges may be impeached and removed from office for criminal and noncriminal misbehavior. Judges may be indicted, prosecuted, tried, convicted, and punished for criminal misbehavior in accordance with criminal law. But what about other forms of judicial discipline?

Tomer Stein (The University of Alabama School of Law) has posted Epistemology at the Marketplace on SSRN. Here is the abstract: People acquire knowledge from others, but the epistemic impact of the laws governing marketplace transactions is not directly studied. This Article groups together contract, agency, partnership, and corporate law as voluntary exchange law in order to assess its impact on our ability to acquire knowledge…

Tracey E. George (Vanderbilt University - Law School), Albert Yoon (University of Toronto Faculty of Law), and Mitu Gulati (University of Virginia School of Law; European Corporate Governance Institute (ECGI)) have posted What Judges Want on SSRN. Here is the abstract: The competition for obtaining a judicial clerkship is fierce. For a law student embarking on their legal career, it is one of the most consequential credentials that can be obtained.

Christopher Markou (University of Nottingham – School of Law) has posted Judged in Advance: Legal Outcome Prediction and the Temporal Structure of Adjudication (Law, Innovation and Technology, forthcoming) on SSRN. Here is the abstract: What happens when law learns to predict its own future? Systems forecasting judicial outcomes are typically assessed for accuracy and bias. This article argues the challenge is more fundamental: prediction reconfigures adjudication’s temporal structure, collapsing the distinction between anticipation and judgment on which law’s authority depends.

Rachel Leow (London School of Economics – Law School) has posted Agency in the Law: Definitions, Concepts, and Complications (Theory of Agency Relationships, Andrew Gold, Paul Miller & Deborah DeMott eds., forthcoming) on SSRN. Here is the abstract: What do we mean when we talk about agency? The answer depends on one’s discipline. Agency has different meanings and normative significance in law, morality, politics, economics, and other disciplines.

Jason G. Allen (Singapore Management University – Centre for Digital Law; CCAF) and Florian Gamper (Singapore Management University – Yong Pung How School of Law; Maastricht University – Faculty of Law) have posted Artificial Intelligence, Liability and Agency on SSRN. Here is the abstract: This paper examines how artificial intelligence (AI) technologies intersect with traditional legal frameworks governing liability, legal personality, and public law accountability.

Benjamin Edwards (University of Nevada, William S. Boyd School of Law) and Carliss Chatman (Southern Methodist University – Dedman School of Law) have posted DExit for Dollars: A Response to Professor Bainbridge (Journal of Corporation Law) on SSRN. Here is the abstract: In DExit Drivers, Professor Stephen Bainbridge offers a careful assessment of Delaware’s corporate-law dominance and concludes that recent departures pose little serious threat to the First State.

Deborah DeMott, When Agentic AI Met the Common Law of Agency, __ Harv. J.L. & Tech. __ (forthcoming, 2026), available at SSRN (May 27, 2026).Eliza MikProfessor Deborah DeMott’s article When Agentic…

R. George Wright (Indiana University Robert H. McKinney School of Law) has posted An Institutional Purpose-Driven Approach to the Student Speech Cases on SSRN. Here is the abstract: Optimally promoting the recognized and legitimate basic purposes of public schools should be central to resolving typical student speech cases. Importantly, the schools, elected school boards, and other relevant elected officials, as distinct from the courts, are typically in the best position to develop a sense, whether articulated or not, of the most valued educational purposes at a given public school, along with their tradeoffs under particular circumstances.

Lee Anne Fennell (University of Chicago - Law School) has posted Slices and Lumps: Division and Aggregation in Law and Life on SSRN. Here is the abstract: Human well-being depends on assembling useful lumps and carving out useful slices—from “lumpy goods” like bridges and highways that are valuable only when complete, to resources and assets that become more useful when artfully subdivided.

Adeno Addis (Tulane University – Law School) has posted Law as a Process of Communication: Reisman Meets Habermas on SSRN. Here is the abstract: This chapter is a lightly revised version of a paper presented at a conference honoring W. Michael Reisman of Yale Law School. The chapter explores Reisman’s notion of law as a process of communication. It does so by comparing it with Jürgen Habermas’ discourse theory of law.

Lior Strahilevitz (University of Chicago Law School) has posted The Past, Present, and Future of Universal Opt-Out Mechanisms on SSRN. Here is the abstract: Suppose that a consumer has the legal right to opt out of receiving certain communications, being tracked across the Internet by advertisers, or having their personal data transferred from one company to another. Should the consumer be able to exercise a one-time universal opt-out that effectively binds all similarly situated companies with whom the consumer does business?

Anthony Sangiuliano (York University – Osgoode Hall Law School) has posted Fair Labelling and Social Justice Tort Theory (Journal of Tort Law, forthcoming) on SSRN. Here is the abstract: Modern scholarship on social justice tort theory has a predominately deconstructive orientation, critiquing how tort doctrines disadvantage marginalized groups or perpetuate social subordination. This article introduces a constructive theoretical method for deploying tort law as a tool for advancing social justice that invokes the principle of fair labelling, which informs the individuation and naming of criminal offences, but whose potential for creating new tort causes of action has been underappreciated.

Aitor Sevillano Orbegozo (Aitor Sevillano – Legal Services) has posted The Mechanics of Opportunism: Hobbesian Anthropology and the Legal Economics of Efficient Breach on SSRN. Here is the abstract: The theory of efficient breach holds that a party to a contract may reasonably decide not to perform if the benefits of breaching, after paying expectation damages, exceed the benefits of performing.

Introduction How should citizens in a modern pluralist democracy debate and discuss public affairs? What kinds of reasons are appropriate in the context of judicial opinions, legislative debate, or administrative decisionmaking? There is wide agreement that the government should not censor public debate about politics, at least not without very good reasons. But when it comes to a related question of political morality—”To what ideal should citizens aspire in political debate?”—the issue is cloudy.

The Blog of the Center for the Study of Constitutional Originalism at the University of San Diego School of Law

The Legal Theory Bookworm recommends AI and Consciousness: A Skeptical Overview by Eric Schwitzgebel. Here is a description: Our most advanced AI systems might soon – within the next five to thirty years – be as richly and meaningfully conscious as ordinary humans, or even more so, capable of genuine feeling, real self-knowledge, and a wide range of sensory, emotional, and cognitive experiences.

The Download of the Week is Back to Philadelphia? The Uneasy Case for a New Constitutional Convention by Jamal Greene and David Pozen. Here is the abstract: No country has ever had a written constitution in longer continuous operation than the United States. Such resilience is cause for commemoration. But for constitutions, as for people, longevity tends to be a mixed blessing.

Abdul Aziz Meslat (International Criminal Court) has posted Recalibrating the Plenary Power Doctrine After Trump v. Hawaii, Thuraissigiam, and Loper Bright on SSRN. Here is the abstract: This Article reexamines the constitutional foundations and contemporary operation of the plenary power doctrine in U.S. immigration law. For more than a century, the doctrine has afforded Congress and the Executive substantial authority over the admission, exclusion, detention, and removal of noncitizens while limiting the judiciary’s role in reviewing immigration decisions.

Menesh S. Patel (University of California, Davis – School of Law) and Merritt B. Fox (Columbia University – Law School; European Corporate Governance Institute) have posted Common Ownership: Evidence, Mechanisms, and Policy Restraint (Research Handbook on Antitrust and Finance, Marco Corradi & Samuel Weinstein eds., forthcoming) on SSRN. Here is the abstract: The common ownership hypothesis—the claim that overlapping institutional shareholdings across rival firms dampen competition even absent any coordination or communication among common owners—has generated one of the most vigorous debates in modern antitrust.

Anton Abramov has posted Invisible Inconsistency: Information Burdens in Administrative Review on SSRN. Here is the abstract: Administrative consistency review often assumes that the relevant administrative past is already available for comparison. That assumption becomes problematic when a claim depends on a pattern dispersed across nonprecedential decisions. A challenger may locate contrary outcomes yet lack the information needed to define the relevant comparison class or establish representativeness.

Christopher K. Odinet (Texas A&M University School of Law), Andrea Tosato (Southern Methodist University - Dedman School of Law), and Yesha Yadav (Vanderbilt University - Law School; European Corporate Governance Institute (ECGI)) have posted The Moneyness of Stablecoins (Yale Law Journal, forthcoming) on SSRN. Here is the abstract: Money is omnipresent. Yet defining its fundamental character proves surprisingly difficult. Functional descriptions tell us what money does, not what money is, and they certainly do not explain how something becomes money in the first place.