I am a professor at Santa Clara University in Silicon Valley. I am trained both as a lawyer and a political scientist. In my research I apply institutional and comparative analysis in order to understand the nature of the economy and international politics.

Research and Teaching

In my last four papers I examined several questions that are fundamental to the fields of law and economics, corporate governance and corporate finance:

• Why is our theory of corporate law wrong?

In The Myth of Corporate Governance I maintain that corporate law theory has a mistaken concept of the ownership and control of the modern corporation. Firms are ruled not governed, and those who rule are a relatively coherent group of capitalists. Firms are not separated in any meaningful way between agent managers and principal shareholders as the dominant Berle-Means paradigm maintains. The paper was the subject of a blog post at Columbia Law School’s Blue Sky blog. I have presented it at the 2021 meetings of the Society of Socio-Economics and the National Business Law Scholars Conference hosted by the University of Tennessee. This paper will appear in a forthcoming volume of the Socialist Register.

• Why do stock markets succeed, or fail?

My paper on the stock markets is an empirical study of a significant change in the way the stock markets are regulated. Co-authored with economist Jennifer W. Kuan, the paper appeared in the International Review of Law and Economics in 2018. It argues, contrary to dominant thinking, that a non-profit organization like the pre-2006 New York Stock Exchange, can create an efficient stock market.

• What is the structure of the firm?

My paper on the structure of the firm appeared in 2019 in the Cambridge Journal of Economics.  It challenges the standard model of the firm, known as the “Berle-Means paradigm.”

• How should we analyze insider trading?

My paper on insider trading appeared in the Oxford Research Encyclopedia of Economics and Finance in 2020. It challenges the dominant property rights interpretation of insider trading, suggesting that instead an analysis based on the fundamental structure of capitalism would be more fruitful.

I teach courses that cover corporate law and governance, capital markets, corporate finance, international finance and international labor rights. This year I am teaching Contracts, Corporate Finance, and Securities Regulation. I often also teach Business Organizations and a seminar on Globalization and the Rule of Law where students examine Business and Human Rights. I also guest lecture at Santa Clara’s Leavey School of Business on international business transactions. I have been a visiting professor at Cornell Law School, and a fellow or visiting scholar at Harvard, Stanford, and U.C. San Diego.