Fall 2025 Workshop

Sept. 22, 2025 (Mon)

4:20 - 6:10 PM

Roberta Romano

Sterling Professor of Law
Co-Director, Yale Law School Center for the Study of Corporate Law
Yale Law School

Presentation (in-person only) will be in Case Lounge (JGH 701)

The Crisis-Driven Politics of the Iron Law of Financial Regulation

Can significant differences in the regulatory impact between important crisis- and noncrisis-driven financial legislation be explained, at least in part, by differences in the characteristics of their enacting Congresses and the deliberative process by which they are enacted? This paper investigates that question and finds that important crisis-driven banking statutes are enacted in a distinctive political environment compared to important noncrisis-driven ones that is conducive to the enactment of policies resulting in large increases in regulation.
First, heightened media salience of banking matters and congressional activity in the runup to crisis-driven statutes’ enactment when compared to noncrisis ones incentivize legislators to enact legislation with a large regulatory impact. Second, crisis-driven laws tend to be enacted in Congresses with more liberal legislators than noncrisis ones, and with House majorities having a greater capacity to implement major policy change without requiring bipartisan support, given the majority’s size and cohesiveness as a voting block. Third, crisis-driven laws are often enacted under conditions less favorable to an open deliberative process than noncrisis-driven ones. Large and cohesive House majorities enact important crisis-driven statutes, often on party unity votes, under restrictive rules which can enable majority party leadership to block voting on amendments that might be approved on the floor, reducing or even precluding minority input into policymaking. By contrast, important noncrisis statutes are typically brought to the floor in the House under open rules or by unanimous agreement. In addition, bills enacted as crisis-driven laws are often not subject to a legislative hearing, increasing the likelihood of less vetted, hence less well crafted, legislation, which ought to be a matter of concern, given their far greater regulatory impact than noncrisisdriven laws.
Finally, the numerous findings of specific differences between crisis- and noncrisis-driven statutes are summed up in a principal components analysis. Combining the media and congressional variables, along with statutes’ regulatory content and impact, the analysis provides a proof of concept that the politics of important financial crisis- and noncrisis-driven statutes are distinct.

Sept. 29, 2025 (Mon)

4:20 – 6:10 PM

Gerd Muehlheusser

Professor of Economics, Microeconomics, and Industrial Organization
University of Hamburg

Presentation (in-person only) will be in Case Lounge, JGH 701.

Platform Liability, Product Safety, and Optimal Pricing

Should platforms be held legally responsible for harm caused by products or services offered by third-party sellers? We address this question in a novel setting where product safety (the likelihood of accidents) is determined by a third-party seller, while the consumer price is set by a monopolistic platform that pays the seller a commission. Ride-hailing platforms serve as a relevant example. When an accident occurs, the resulting harm is divided between the platform and the seller according to a liability rule (strict partial liability) set ex ante by a welfare-maximizing policymaker. In addition to the liability regime, the seller’s incentive to provide high product safety is influenced by overall demand, which is determined by the platform’s pricing. The platform’s optimal pricing balances maximizing consumer revenue and minimizing expected liability costs, with the latter depending on the seller’s chosen safety level. Consequently, the platform may set a price below the monopoly level to boost demand, thereby encouraging the seller to improve product safety. We show that the optimal liability rule is dichotomous: it either exempts the platform from liability or assigns it the maximum share possible while still incentivizing the seller to provide high product safety. In an extension we consider platform externalities, where consumers’ valuation for the platform good depends on the number of active sellers, thereby also allowing for an endogenous number of active sellers. Our results are qualitatively very similar to the baseline model.

Oct. 13, 2025 (Mon)

4:20 – 6:10 PM

Mark J. Roe

David Berg Professor of Law
Harvard Law School

Presentation (in-person only) will be in Case Lounge, JGH 701.

The New Corporate Social Responsibility's Political Instability

Pressure from shareholders for more corporate social responsibility—on social issues like climate change, the environment, and justice—became a major feature of the corporate landscape in this century, with much hope for its success, because incentives emanating from America’s shareholding structure had shifted as firm-by-firm investments had evolved to market-wide, across-the-economy investments. Turning from regulation to pressure was needed, said many analysts and activists, because of our broken government. And the new shareholding structure’s incentives would make that private action possible.
Thinking that dysfunctional government by itself lays the foundation for private CSR is as largely unquestioned as it is incorrect. That’s because Congress and state legislatures could achieve most CSR goals directly, by regulating pernicious corporate activities, and by directly promoting desired outcomes. If government just lacks the governing capacity to accomplish basic tasks and that dysfunction explains its inaction, then the turn to private action has a good chance of success. But if opposition to such social goals blocked Congress from enacting the CSR agenda, then the political forces that blocked direct action constitute latent forces that could prevent the indirect route through the American corporation—as they largely have.
Those oppositional forces may have lain dormant when initial CSR pressure was felt. But meaningful—or at least visible—private CSR success can activate that latent opposition. That is, CSR activism seeks to escape the polity by privately pressing on the corporate economy. Through newly-powerful shareholder-ownership structures many have hoped for transformative change—or at least the beginnings of such change. But CSR activism cannot easily escape the unfavorable political forces that induced CSR proponents to turn from direct political action in the first place. To the extent political forces defeated direct CSR, private action seeking a corporate social transformation cannot range far from that result without generating resistance from those same forces.
True, this hurdle, while real, high, and not yet surmounted, is not insurmountable. In other policy settings, the hurdle arose and was surmounted. Thus far, though, these mitigating forces are rounding errors for the basic thesis here: First, Arrow-type agenda manipulation could yield corporate outcomes that differ from legislative outcomes. But so far it has not. Second, the CSR-through-shareholder-effort might, like social movements such as civil rights, advance as a broad social movement beyond the corporation to change public opinion. Perhaps one day it will. Third, CSR activists can exploit gaps between what Congress does not do and what other decisionmakers—CEOs, boards, states, and courts—could do. But thus far these gaps have not yielded compelling, transformative victories; big victories, even potential big victories, (it seems) activate the very forces that stymied government-induced CSR in the first place. Lastly, CSR proponents could seek winning coalitions inside the corporation. So far they have not. Indeed, corporate players have coopted CSR sentiment for the goals of insider corporate actors, mostly executives.
Overall: shareholder-based CSR thinking has not overcome a basic hurdle, namely that the forces that defeated social legislation are forces that can cut down and reverse private shareholder pressure for corporate social action, and have a tendency to do so when that private action makes progress.

Oct. 20, 2025 (Mon)

4:20 – 6:10 PM

Luigi Zingales

Robert C. McCormack Distinguished Service Professor of Entrepreneurship and Finance
The University of Chicago Booth School of Business

Presentation (in-person only) will be in Case Lounge, JGH 701.

How To Implement Shareholder Democracy

We propose a novel way to give mutual fund investors a voice, an alternative to the pass-through voting that large mutual fund companies are starting to implement. Based on the experience of citizen assemblies in the political sphere, we propose allocating the power to decide how to cast mutual funds’ votes in corporate ballots on environmental, social, and political issues to a randomly drawn assembly of their investors. We analyze the advantages and limitations of such an approach and discuss various implementation issues.

Nov. 3, 2025 (Mon)

4:20 – 6:10 PM

Kelly Shue

Amman Mineral Professor of Finance
Yale School of Management

Presentation (in-person only) will be in Case Lounge, JGH 701.

AI Personality Extraction from Faces: Labor Market Implications

Human capital—encompassing cognitive skills and personality traits—is critical for labor market success, yet the personality component remains difficult to measure at scale. Leveraging advances in artificial intelligence and comprehensive LinkedIn microdata, we extract the Big 5 personality traits from facial images of 96,000 MBA graduates, and demonstrate that this novel “Photo Big 5” predicts school rank, compensation, job seniority, industry choice, job transitions, and career advancement. Using administrative records from top-tier MBA programs, we find that the Photo Big 5 exhibits only modest correlations with cognitive measures like GPA and standardized test scores, yet offers comparable incremental predictive power for labor outcomes. Unlike traditional survey-based personality measures, which typically cover limited samples, the Photo Big Five is readily scalable and can broaden the scope of academic research. However, its use in labor market screening raises important ethical concerns regarding statistical discrimination and individual autonomy.

Nov. 10, 2025 (Mon)

4:20 – 6:10 PM

David Hoffman

William A. Schnader Professor of Law
University of Pennsylvania Carey School of Law

Presentation (in-person only) will be in Case Lounge, JGH 701.

Precedent Terms

This Article develops a new analytical category of contract term which explains why sophisticated transactional lawyers negotiate as they do. What we call “precedent” terms are economically meaningful provisions that vary from contract to contract but that do not affect price. They emerge when the costs of standardizing a dimension of the parties’ relationship outweigh the benefits, but they can’t effectively capitalize the effects of marginal variation into the contract’s price. Under these conditions, negotiators may do best by anchoring on, while contesting the weight and meaning of, prior deals. They commit to experimenting with change on the margin and use the past as precedent.
Beyond developing a general account of precedent terms, we consider their role in the production of one important transactional form: the leveraged loan. Interviews with participants in the loan market suggest that precedent terms amount to a large fraction of the variation in leveraged loans. To the extent that other kinds of deals are like leveraged loans in this sense, commercial and corporate law scholars should incorporate precedent terms, and what they mean for contracting, into their teaching and research.

Nov. 24, 2025 (Mon)

4:20 - 6:10 PM

Adriana Z. Robertson

Donald N. Pritzker Professor of Business Law
University of Chicago Law School

Presentation (in-person only) will be in Case Lounge, JGH 701.

TBD