I study contracts, corporations, and the rules people make to govern themselves.
I specialize in contracts and governance: how people and organizations structure their relationships and set their own rules. My research has explored how shareholder agreements are reshaping corporate governance, demonstrating how the subtle design of corporate altering rules can fundamentally shift power and control of corporations. I've also investigated the logic behind venture-capital contracts, showing how these documents solve (or exacerbate) complex fiduciary conflicts in startups. Another strand examines how firms select governing laws for their contracts and their corporations, and why some states — like Delaware and New York — dominate the landscape through powerful network effects.
My work also addresses how contracts strategically omit terms to achieve outcomes that explicit terms can't. For example, companies craft intentionally incomplete employment agreements to enforce noncompete clauses precisely where the law forbids them. And I've proposed fresh regulatory strategies to rebalance state, federal, and individual interests in arbitration.
More recently I've turned to institutions themselves — why they earn public trust and why they lose it — as a member of the Yale Committee on Trust in Higher Education. I co-founded SCALES, a project harnessing AI to make federal court records freely accessible. Prior to joining Yale, I held permanent and visiting positions at Harvard, Stanford, Northwestern, the University of Chicago, Columbia, and the University of California, Berkeley.
I teach contracts and corporate law at Yale Law School, and a law and economics course at Yale College — ECON S2276, Law and Economics of the International Commercial Order, in the Yale Study Abroad program in Paris.
If you're a student in the College or the Law School and curious about law, economics, research, your own career, or anything else, reach out. Put STUDENT REQUEST in the subject line and you'll get my priority attention.