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With More Power Comes More Responsibility: The Supreme Court of North Carolina Acknowledges Nurse Autonomy, but Clearer Guidelines Surrounding Liability Are Needed
Get PDFBrief of \u3ci\u3eAmicus Curiae\u3c/i\u3e National Black Law Students Association in Support of Respondents
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Humanizing Corporate Governance
No full textAmerican corporate governance evolved in a different era, for a type of investor who is no longer typical today. Roughly half of Americans own investment funds, but legal and structural impediments prevent these “human investors” from fully participating in corporate democracy.
One response—“so what?”—is based on the assumption that investors are rationally apathetic. Most investors have so little at stake, the argument goes, that it is economically irrational for them to vote in corporate elections. What this argument misses is that investors’ rational apathy is not fixed. Instead, it is a function of the costs and benefits of voting. If we increase the impact of voting, while reducing the barriers and complexity, fewer shareholders will be apathetic.
This theoretical intuition is born out empirically. As this Article demonstrates, human investors have strong, surprisingly prosocial views on numerous topics impacting American corporations. If these views were translated into actual votes, the impact would be profound.
This Article proposes a new approach to corporate governance that is explicitly designed to involve human investors. Using hand-collected data, this Article demonstrates that adopting these proposals would change the outcome of numerous significant corporate votes, and it outlines the path to meaningful change by harnessing the voice of human investors
Contracting as a Class
No full textContract law is stuck in a loop of path dependency and stale precedent. Its metaphors, like “the meeting of the minds,” are today laughably implausible. Its values, like “consent,” have been stripped of any real meaning. No one reads or understands the overwhelming majority of contracts to which they agree. And no one should. Reading them is meaningless, because it simply does not matter what they say. Individuals must agree to them— indeed, are effectively forced to agree to them—if they wish to participate in the modern world.
Modern digital contracting is not a collaborative process. Today, most “contracting” involves merely browsing a website or clicking “yes” to agree to endless streams of unread boilerplate. Contracting now largely consists of a party in a superior bargaining position dictating terms to a weaker party.
To the extent the law has evolved to deal with the scale and complexity of the digital era, its focus has been on putting parties on notice of contract terms. However, we already know, at least in a vague sense, the terms of our “bargain.” The real issue is power—we knowingly accept onerous terms because we lack the power to do anything else.
This Article seeks to revitalize the digital contracting process. It outlines the infrastructure necessary to facilitate class contracting between corporate entities, particularly Big Tech companies, and their users. Granting individuals the ability to engage in class contracting will improve the wellbeing of billions of individuals. It will facilitate meaningful communication, enable the collaborative development of shared priorities, and restore a vital balance to the modern contracting process