Background

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.

I received my J.D. from Yale Law School where I concentrated on law and economics and international law. After law school I joined Latham & Watkins as an associate for one year in their New York office where I worked on a wide range of matters including corporate finance, mergers and acquisitions, and pro bono work representing refugees from China seeking asylum in the United States. I moved to Wilson Sonsini Goodrich & Rosati in Palo Alto, California, for the next four years where I worked on a wide range of business transactions primarily in the high tech sector.

Prior to attending Yale, I received a Ph.D. from the Department of Politics and Sociology at the University of London’s Birkbeck College. The Department is now known as just the Department of Politics but is still located at the historic 10 Gower Street in the Bloomsbury district of London. It was founded by Bernard Crick, the democratic socialist and political philosopher, who was perhaps best known as the biographer of Orwell. While I was there Paul Hirst was Department Chair and the historian Ben Pimlott was in residence. My book Rights and Revolution is based on my doctoral thesis at London including two months of field work in Nicaragua during the Sandinista period. My advisor was the late Arthur Lipow, who had been a student of Seymour Martin Lipset, and was the author of a very valuable book, Authoritarian Socialism in America: Edward Bellamy and the Nationalist Movement.

After my residence in London, I received a two year MacArthur Fellowship in International Peace and Security from the Social Science Research Council and went, first, to Harvard’s Center for International Affairs and then to the University of California’s Graduate School of International Relations and Pacific Studies on the U.C. San Diego campus (now renamed as the School of Global Policy and Strategy) as well as the Center for U.S.-Mexican Studies at UCSD. I returned to the U.S.-Mexican Center a few years later while in law school to do research on NAFTA and labor rights. While at Harvard I served as the Assistant Director of the Harvard Trade Union Program, now affiliated with the Harvard Labor and Worklife Program at Harvard Law School.

I did my undergraduate work in Development Studies at U.C. Berkeley, writing papers on, among other issues, the problems of political economy in Chile, Venezuela and Brazil. While an undergraduate I spent a semester in Washington, D.C. as a Junior Fellow at the Carnegie Endowment for International Peace researching international terrorism under the direction of fututre UN Ambassador Donald F. McHenry. While at Cal I helped found and lead a new wave of anti-apartheid activism in the wake of the murder of Steve Biko and the Soweto Uprising. We welcomed Tsietsi Mashinini to the campus and eventually won divestment by the University’s retirement system from companies with business operations in South Africa.

I then served for several years on the staff of the Center for Labor Research and Education at U.C. Berkeley and the staff of a large labor union before starting work on my Ph.D. The Center was part of what was then called the Institute of Industrial Relations, founded by the post war labor economist Clark Kerr, later President of the University of California until his ouster by Governor Reagan. While at the Center I helped lead a four year union organizing campaign of 60,000 workers across the University of California system as a union steward and local and statewide officer in AFSCME and what is now SEIU Local 1000.

During my years at IIR, I also studied under and worked closely with Hal Draper, the noted Marxist scholar and veteran socialist activist. Hal’s biting essay “The Mind of Clark Kerr” had a significant influence on the leaders of Berkeley’s Free Speech Movement. Hal’s magisterial multi-volume work Karl Marx’s Theory of Revolution remains the leading work on Marx’s political theory. I was fortunate enough to serve as a research assistant for Hal on KMTR and on his equally valuable three volume Marx-Engels Cyclopedia. Hal and I later co-authored The Hidden History of the Equal Rights Amendment published by the Center for Socialist History. An equally impressive work but perhaps not as well known is Hal’s translation of Heinrich Heine’s poetry. The London Times called this a “magnificent achievement.” Indeed.

My interest in the intersection between law and Silicon Valley emerged, in part, as a result of two college era jobs. While in college I worked at the United States Attorneys’ offices in Chicago and San Francisco. I saw the importance of the rule of law first hand, as I helped, for example, with the preparation of exhibits in a federal civil rights trial on behalf of the slain Black Panthers’ leader Fred Hampton, Jr. Coincidentally I had written a dystopian short story about Hampton’s murder as a freshman at New Trier high school. My freshman English teacher took notice. She had gone to UC Berkeley and suggested I consider going there as well. My first job out of college was at a startup in Berkeley that made computer kits for the hobbyist market, right around the time Steve Jobs and Steve Wozniak were attending the Homebrew Computer Club. In fact, that startup was a competitor with Apple! Needless to say, one was somewhat more successful than the other.

Research and Teaching

In my last several papers I examined questions fundamental to law and economics, corporate governance and corporate finance:

• Can stock exchanges serve as a model for addressing climate change?

The spot market for carbon offsets: Insights from U.S. stock exchanges appeared in the Review of World Economics. Carbon offsets are a critical factor in addressing the harmful effects of climate change. The recent growth in voluntary carbon offsets is a welcome development in a setting dominated by compliance-oriented carbon markets driven by government emissions targets. However, fragmentation, volatile pricing, and low quality offsets have been problematic indications of inefficiency in this market. We argue that the underlying economic theory for compliance-oriented markets is different from that of voluntary offsets. Coase’s (1960) Problem of Social Cost lays the groundwork for the former while Akerlof’s (1970) Market for Lemons underpins the latter. We propose a literature on successful responses to the lemons problem, which employ a two-sided market structure (or multi-sided platform, MSP). We suggest that the value chain in the voluntary offset market could be reconfigured using this structure, as one possible response to the lemons problem. This structure has the added advantage of driving innovation and adoption in accounting and other market standards that would be tailored to support the carbon offset market.

• 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 meetings of the Society of Socio-Economics and the National Business Law Scholars Conference hosted by the University of Tennessee. A shorter version of this paper appeared in 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. In the 2024-25 academic year I am teaching, Business Organizations, a seminar on Globalization and the Rule of Law, Corporate Finance, and Securities Regulation. I also have frequently been a guest lecturer 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.

 

 

 

 

 

 

NOTICE

While I am a lawyer and licensed to practice law in New York and California, nothing I write here is meant to express a legal opinion or to constitute legal advice. Everything I write here is purely my personal opinion and does not represent the views of Santa Clara University or its School of Law. While I may, and often do, comment on legal issues this is intended as either my personal opinion or legal information which is NOT the same thing as legal advice. If you need legal advice you should consult with your own attorney. If you do not have an attorney you can contact the local bar association for a referral.