John W. Glynn Jr. Law & Business Program
Research
In 2018 then-Attorney General Jeff Sessions announced that Chinese espionage was occurring in university research labs, and the Department of Justice... MORE
Politics in the United States is ever more divided, stymying federal legislation. States have responded to this political polarization and... MORE
National security review of corporate transactions has long been a relatively sleepy corner of regulatory policy. But as governments merge economic... MORE
We examine the legal terms in the market for green bonds, debt instruments in which proceeds are earmarked, directly or indirectly, for projects with... MORE
Contract law has one overarching goal: to advance the legitimate interests of the contracting parties. For the most part, scholars, judges, and... MORE
Modern antitrust law has come under intense criticism in recent years, with a bipartisan chorus of complaints about the power of technology and... MORE
Over the past quarter century, Congress has enacted several major reforms for retirement plans and individual retirement accounts, usually with large... MORE
In Ohio v. American Express, both the majority and dissent injected into Supreme Court jurisprudence a new test for evaluating restraints under the... MORE
Why do parties—even sophisticated ones—draft contracts that are vague or incomplete? Many others have tackled this question, but this Article argues... MORE
Who is the intended audience of a contract? A court, who may be called upon to resolve a dispute, is one audience. Another is commercial communities... MORE
The moral case for diversity in businesses is compelling. The business case for diversity (that “diverse companies do better”) is mixed: studies in... MORE
International commercial law conventions (or “transnational law”) increasingly have become the legal device of choice regulating international... MORE
In Hughes v. Northwestern University, the Supreme Court is set to address “Whether allegations that a defined-contribution retirement plan paid or... MORE
Corporations have received growing criticism for their role in climate change, perpetuating racial and gender inequality, and other pressing social... MORE
Although empirical scholarship dominates the field of law and finance, much of it shares a common vulnerability: an abiding faith in the accuracy and... MORE
This monograph reviews the academic literature that analyzes securities regulation from an economic perspective. It begins by describing the... MORE
Corporations are increasingly important actors in international law. But, vital questions underlying this development have long gone unanswered: how... MORE
In a prior paper, Shareholder Value(s): Index Fund ESG Activism and The New Millennial Corporate Governance, we argued that the index funds’ sudden... MORE
Recent Supreme Court decisions have severely curtailed the reach of the Alien Tort Statute (ATS), making it nearly impossible to hold multinational... MORE
Scholars and policy makers have long debated whether corporations should serve social purposes at the expense of shareholder wealth. The SEC has... MORE
Few issues have aroused more interest of late than the role of “platforms” in the economy. The Supreme Court has recently made the what is likely to... MORE
The rise of index funds has reshaped the modern American capital markets. Like mutual fund managers, indices now direct trillions of dollars of... MORE
When private parties perform contracts, the public bears some of the costs. But what happens when society confronts unexpected contractual risks?... MORE
Over the past half century, the SEC’s regulations have become key determinants of the way in which stocks trade and the fees that exchanges charge... MORE
Over the past half century, the SEC’s regulations have become key determinants of the way in which stocks trade and the fees that exchanges charge... MORE
Investors use research provided by broker-dealers, also known as sell-side research, to help formulate trading ideas and strategies. Investors... MORE
Corporations have something to say about some of the most important social and economic issues of our time—and one way they say it is through shadow... MORE
Combining case-level data on all consumer bankruptcies in the last decade with changes in states' homestead exemption levels, we estimate how... MORE
An emerging consensus in certain legal, business, and scholarly communities maintains that corporate managers are pressured unduly into chasing short... MORE
Americans collectively save hundreds of billions of dollars for their children’s education in Section 529 college savings plans. These plans are... MORE
Article III grants confers the judicial power of the United States over controversies between "citizens" of different states. In Section 1332(c) of... MORE
Major index fund operators have been criticized as ineffective stewards of the firms in which they are now the largest shareholders. While scholars... MORE
Can Airbnb enforce international law? Should it? This Article argues that the answer to these questions may sometimes be yes and that many other... MORE
How do transactional associates add value to deals? Other scholars have characterized transactional lawyers as transaction cost engineers, regulatory... MORE
How can compliance be tested? Corporations must comply with a dizzying array of laws and regulations. To accomplish this complex task, corporations... MORE
For last two decades, scholars, judges, and corporations have embraced the idea that corporations should maximize benefit for shareholders. But on a... MORE
Yesterday’s EU General Court decisions in Starbucks and Fiat represent major victories for the Commission and its theory of state aid,... MORE
This study examines how frequently firms restate when they materially misstate their financial statements using stock option backdating as the... MORE
The United States is on the verge of a new era in transportation, requiring a new legal regime. Over the coming decades, there will be a revolution... MORE
Member States increasingly use classifications based on company size in their tax laws. Because bigger companies are more likely to be foreign, this... MORE
Lauren Edelman’s "Working Law" is remarkably relevant to the study of financial regulation. In particular, three factors that Edelman identifies as... MORE
Proxy access, a long debated governance measure, was directed at reducing shareholder costs in nominating directors. However, since it was first... MORE
The concept of checks and balances is a core tenet of our democracy; we fear letting any single institution become overly powerful or insufficiently... MORE
U.S. technology companies are increasingly standing as competing power centers that challenge the primacy of governments. This power brings with it... MORE
In North Carolina State Board of Dental Examiners, the Court refused to exempt the board from the second element of Parker immunity (active... MORE
In deals, parties sometimes enter into agreements that look like contracts but lack the legal bite of formal contracts. What value can these... MORE
In a series of recent cases, the Supreme Court has vigorously applied the presumption against extraterritoriality to curtail the territorial reach of... MORE
When Ebola came to West Africa in 2014, Liberia could not cope. The State’s already fragile public health infrastructure was largely ineffective in... MORE
One of the signature rulemaking initiatives of the Obama administration was the Fiduciary Rule, which redefined the relationship between retirement... MORE
The conventional wisdom in corporate law posits that private ordering has an important virtue: it allows firms to efficiently tailor governance terms... MORE
The U.S. equity markets have undergone profound changes since the late 20th century. Electronic order books have almost entirely replaced manual... MORE
One of the most disputed policy initiatives of the Obama administration was the Department of Labor’s fiduciary rule, which subjects brokers and... MORE
In this sixth and final installment in a series of reports on state aid, Mason evaluates the European Commission’s decisions in the recent state aid... MORE
We argue that the high revenue triggers in proposed digital taxes — including the recent Franco-German proposal for a digital advertising tax — may... MORE
Section 36(b) of the Investment Company Act permits mutual fund investors to sue funds for charging excessive asset management fees. This liability... MORE
This article describes Wayfair and provides some cautions about what it means for the U.S. states and the rest of the world, especially Europe. It... MORE
This article, prepared for a symposium on Benjamin N. Cardozo: Judge, Justice, Scholar, examines Judge Cardozo’s opinion in Sun Printing &... MORE
Modern commercial contracts - those governing mergers & acquisitions and financial derivatives, for instance - have become structurally complex... MORE
A healthy system of shareholder voting is crucial for any regime of corporate law. The proper allocation of governance power is subject to debate,... MORE
Why do parties use non-binding agreements? This Article explores the role of nonbinding preliminary agreements in mergers and acquisitions (M&A)... MORE
Courts have developed a series of controversial doctrines that allow a debtor to depart from bankruptcy’s standard priority rules. In a recent... MORE
Many popular and academic commentators identify deregulation as a cause of the 2007-08 financial crisis. Some argue that the Gramm-Leach-Bliley Act... MORE
Who is the author in copyright law? Knowing who our copyright system currently incentivizes to create which works is a necessary precondition for... MORE
The reliance on domestic sales law in interpreting the CISG’s provisions has been noted and condemned by commentators and some courts. Seldom... MORE
This paper argues that director interlocks, a phenomenon in which directors sit on more than one corporate board, ought to be an object of expanded... MORE
Does the ontology of corporations matter for corporate rights? Much of the philosophical literature on corporate rights centers on ontological... MORE
This essay argues that management's resistance to majority voting bylaws (MV), could have caused an omitted-variable bias in testing MV effects on... MORE
This chapter in the Oxford Handbook of Law and Economics offers an economic theory of how the law of agency and partnership facilitates economic... MORE
Pay arrangements for managers of public corporations typically include substantial amounts of compensation deferred through non-qualified... MORE
This article sets out the case for repealing the $1 million tax cap on executive pay. The cap is easily avoided and, when not avoided, widely... MORE
Last Term, a sharply divided Supreme Court decided a landmark dormant Commerce Clause case, Comptroller of the Treasury of Maryland v. Wynne. Wynne... MORE
This is Part three in a multi-part Special Report on state aid. It provides detailed analysis and critical commentary on the EU Commission's recent... MORE
In this report, the second in a series of reports on EU state aid, Mason evaluates the claims Treasury’ made in its White Paper that recovery in the... MORE
In this fourth part in a series of reports on state aid, Mason focuses on the element of “advantage” in EU state aid law, and she criticizes the... MORE
The Consumer Financial Protection Bureau’s Arbitration Study: Report to Congress 2015 does not support the case for ex ante regulation of mandatory... MORE
The system of residential mortgage contact regulation enacted by the 2010 Dodd Frank Wall Street Reform and Consumer Protection Act of 2010 has been... MORE
Government actions taken during and in the wake of the Financial Crisis of 2008 have generated lawsuits that, somewhat unexpectedly, have made... MORE
Actively managed mutual funds sell the potential to beat the market by picking stocks that are expected to outperform passive benchmarks like the S... MORE
For more than a century, the commercial law of intellectual property has generated intense controversy with ever-growing stakes. The central... MORE
Can we meaningfully speak of a church’s right to conscience or a corporation’s right to religious liberty? One way to approach this question is by... MORE
Why are some bargains memorialized in dozens of related agreements, rather than one definitive agreement? This Article uses mergers and acquisitions... MORE
This essay was written for the Saint Louis Law Journal’s forthcoming issue on Teaching Business Associations. The essay describes how one might... MORE
Some bankrupt municipalities have proposed plans of reorganization that offer substantially greater recoveries to their active workers and retirees... MORE
In recent years, federal courts have heard, without clear subject matter jurisdiction, contract disputes involving billions of dollars worth of... MORE
Today, more than five years after Dodd-Frank was first signed into law, uncertainty surrounds many aspects of the Volcker Rule’s application and... MORE
This paper argues that director interlocks, a phenomenon in which directors sit on more than one corporate board, ought to be an object of expanded... MORE
Notwithstanding ERISA’s fiduciary requirements, a significant portion of 401(k) plans establish investment menus with options that predictably lead... MORE
Despite extensive theoretical and empirical literature several puzzles remain regarding the market for corporate law: Why many firms do not choose... MORE
We identify a number of serious mechanical flaws in the statutes and judicial doctrines that organize fee liability for mutual fund managers.... MORE
In a corporate inversion, a U.S.-incorporated taxpayer renounces its status as a U.S. corporation and becomes incorporated, for tax purposes, in a... MORE
People are often ignorant about the legal rules that govern the most common transactions in their lives. This article analyzes one common regulatory... MORE
Over the course of the twentieth century, the effect of state boundaries as hard-and-fast limits on judicial and legislative jurisdiction steadily... MORE
Building on the U.S. Supreme Court’s recent decision in Jones v. Harris Associates, this paper presents the first comprehensive empirical study of... MORE
This symposium essay summarizes our ongoing ethnographic research on corporate board diversity, discussing the central tension in our respondents’... MORE
Foreclosure procedures in some states are considerably swifter and less costly for lenders than in others. In light of the foreclosure crisis, an... MORE
Tobacco policy in the United States is being transformed from the laissez faire approach (accompanied by a stunning history of industry deception)... MORE
Shareholder derivative litigation differs from other types of representative lawsuits because a lead plaintiff does not purport to stand in for an... MORE
This Article argues that “noise adopters,” namely firms whose corporate governance is determined by non-substantive factors such as attorneys’... MORE
This Article describes the results from fifty-seven interviews with corporate directors and a limited number of other persons (including... MORE
Antitrust is today viewed almost exclusively in strictly economic terms. Under the nearly ubiquitous “rule of reason,” conduct is condemned or saved... MORE
This paper -- part of William & Mary's recent symposium on "Law Without a Lawmaker"-- tries to provide a concise but comprehensive analysis of... MORE
This article explores the background to, and significance of, the Russian renationalization of the Yukos energy conglomerate through a tax assessment... MORE
The ethics rules governing lawyers include a number of rules banning contact between lawyers and nonclients. These “no-contact” rules are rarely... MORE
Early corporate law scholarship argued both that anti-takeover devices are inefficient (they reduce the value of the firm) and that firms adopt... MORE
This Article exposes and analyzes the rise of Nevada as an almost liability-free jurisdiction. Without much public attention, Nevada has embarked on... MORE
Despite significant premium associated with cross-listing on U.S. exchanges many firms remain in their local markets or list on exchanges with weaker... MORE
In the 1920s and 1930s, many public utilities in the United States were controlled by holding companies organized in pyramid form. This structure can... MORE
The law of third party beneficiaries considers whether an outsider can sue for damages on a contract formed by others. Some might believe that... MORE
The Supreme Court's decision denying certification of a class action in Wal-Mart Stores, Inc. v. Dukes elicited a strong dissent from Justice... MORE
At the bottom of the financial crisis lie failed contracts. Failed contracts are the stuff of contract law. Yet most discussions to date of... MORE
This report examines the case law and statutory history of the terms "partner" and "partnership," including the seminal Supreme Court cases of the... MORE
In this article, we report the results of a series of interviews with corporate directors about racial, ethnic, and gender diversity on corporate... MORE
In this Article, we report and analyze the results of forty-six wide-ranging interviews with corporate directors and other relevant insiders on the... MORE
The division of power between majority and minority shareholders raises a fundamental tension for corporate law scholars. Awarding minority owners... MORE
This essay will appear as an entry in the forthcoming Encyclopedia of Law and Economics (2d ed.), published by Edward Elgar. The essay surveys the... MORE
In recent years, scholars have devoted considerable attention to transnational networks of financial regulators and their efforts to develop uniform... MORE
How the myriad bank regulatory agencies, including the Fed, SEC, FDIC, OCC, helped unleash the banks to create more and more destructive derivatives... MORE
Conventional wisdom, supported by theory and evidence, has it that the franchise tax plays an important role in shaping Delaware corporate law.The... MORE
Significant intellectual and financial resources have been committed to decentralization projects in the developing world based on the idea that... MORE
This essay will appear as a chapter in a forthcoming book entitled Fault in American Contract Law, to be published by Cambridge University Press... MORE
Despite the widespread media focus on business outsourcing transactions, we only have a limited understanding of how firms actually select a... MORE
Unlike shareholders of ordinary companies, mutual fund shareholders do not sell their shares - they redeem them from the issuing funds for cash. We... MORE
This Article is the first to examine systematically state antitakeover law outside Delaware. It conducts a research of all available cases to find... MORE
The United States generally imposes two levels of federal income tax on corporate profits. The first level taxes income to the corporation; the... MORE
The "rogue trader" - a famed figure of the 1990's - recently has returned to prominence due largely to two phenomena. First, recent U.S. mortgage... MORE
Corporate law largely addresses three basic relationships: shareholder versus manager; shareholder versus non-equity investor (such as creditor); and... MORE
Given the existence of contract, property, fraud, and company law, what is the purpose of securities laws? Broadly speaking, they can serve either of... MORE
This article explores the growth of business outsourcing, how it works, and why two firms might logically enter into an outsourcing arrangement not... MORE
Double taxation of corporate profits distorts the choice of business form, the debt and equity capitalization of companies, and the character and... MORE
This Article illuminates the interdependence between the structure of Delaware's franchise tax and Delaware's corporate law. It makes three major... MORE
This paper develops a typology of different country governance contexts, in which we propose four broad categories of countries in Sub-Saharan Africa... MORE
The study of contract law is undergoing a difficult transition as it moves from the theoretical to the empirical. Over the past few decades scholars... MORE
The ethnic and gender make-up of corporate boards has been the subject of intense public and regulatory focus in many countries, including the United... MORE
The information revolution has made America more dependent on its electronic communications infrastructure than ever before. In additional to the... MORE
This article addresses the timely yet persistent question of how best to regulate access to telecommunications networks. Concerns that private firms... MORE
Heinz's wholly owned subsidiary purchased on the market over $131 million worth of Heinz's common shares. A few months later, the subsidiary sold 95... MORE
The tax rules governing deferred compensation, codified at section 409A, are harsh and complex. The rules are focused on the least important policy... MORE
This paper studies the effects of firms' decision to cross-list on the frequency of controlling block sales by their domestic peers. Our results show... MORE
Since 1999, the US Department of Justice has had a policy that the government may consider a corporation’s willingness to waive its attorney-client... MORE
How important are active independent shareholders in a framework for sound corporate governance? Hedge funds, institutional investors, the "Warren... MORE
Recent empirical work shows that countries whose legal systems are based on English common law differ systematically from those whose legal systems... MORE
Why has business outsourcing increased so rapidly over the past decade? The question is important for corporate law scholars because it raises... MORE
This paper develops a model of the competition among states in providing corporate law rules. Such competition is shown to produce optimal rules with... MORE
This Article conducts an empirical experiment to shed light on a simply stated, but vexing, question in contract law: What is the optimal precision... MORE
In this article, Professor Yale reviews the contingent liability tax shelter employed by Black & Decker, and critiques the arguments the... MORE
Should an employer be able to enjoin an employee from working for a competitor when the employee did not sign a non-competition agreement? Under the... MORE
Using a hand collected new data set, this paper examines in detail a classic account of stock market manipulation - the stock pools of the 1920s,... MORE
Within intellectual property, Darcy v. Allen and the Statute of Monopolies are frequently, almost reflexively, invoked as establishing a baseline... MORE
This paper assesses the impact of judicial independence on equity markets. North and Weingast (1989) argue that judicial independence and other... MORE
In this Article, the author analyzes the reactions of 147 New York City law firms to the 1994 enactment of the New York Limited Liability Partnership... MORE
This article demonstrates that, at least since the adoption of the Organizational Sentencing Guidelines in 1991, the United States legal regime has... MORE
This report is a comprehensive explanation of the final INDOPCO regulations and corresponding changes to regulations under sections 167 and 446. The... MORE
This article critically examines the use of single-observation case studies to develop causal explanations for significant legal events, detailing... MORE
In Free Culture: How Big Media Uses Technology and the Law to Lock Down Culture and Control Creativity, Lawrence Lessig warns that the health of the... MORE
Between 1911 and 1931, 47 of the 48 states adopted state securities, or "blue sky," laws. This paper employs an event history analysis to analyze... MORE
Across a range of legal regimes - including environmental, tort, employment discrimination, corporate, securities, and health care law - United... MORE
This essay discusses two recent episodes in the financial derivatives industry and the television coverage of those episodes. Our discussion focuses... MORE
Whether and how the federal securities laws should restrict insider trading is one of the most hotly debated topics in the securities law literature... MORE
In this article, I analyze the motivations underlying the actions of "rogue traders" - market professionals who engage in unauthorized purchases or... MORE
The majority shareholder in a closely held corporation may use its control of the corporate machinery to appropriate wealth from the minority, and it... MORE
When a government contracts with a private firm to supply a service previously supplied by the government, questions arise as to whether the private... MORE
The appraisal remedy affords a shareholder the option redeem her shares for cash in the event of certain corporate actions, such as mergers. While... MORE
Although some have praised United States v. O'Hagan for bringing coherence and stability to the federal insider trader regime, the case actually... MORE
This paper challenges the conventional wisdom that unification and harmonization of international commercial law is desirable and should be pursued.... MORE
The law of agency is one of the basic building blocks of business. Agents facilitate transactions between firms and structure governance relations... MORE
Corporate America considers risk management vitally important and considers derivative financial products an indispensable tool for managing many... MORE
The United States Supreme Court validated the misappropriation theory in United States v. O'Hagan, but unfortunately rendered a confusing opinion... MORE
This paper argues that the implications of information technology for the regulation of securities are more limited than has often been claimed. It... MORE
The large losses suffered by investors in financial derivatives during recent years have prompted a wave of litigation, as well as proposals from... MORE
Berkshire Hathaway's reporting practices are different than those of other American public companies. Bershire Hathaway provides separate and... MORE
A common debate among securities lawyers, regulators and professionals is whether and to what extent the internationalization of securities markets... MORE
