Georgia State University law review 

Abstract: This paper seeks to draw a lesson for designing major reforms of corporate governance in the future. It recalls the key events leading to the recent seismic shift in corporate governance policies applicable to American public corporations, and identifies the four sources of policy changes – the Sarbanes-Oxley Act, new listing requirements, governance rating agencies, and tougher judicial opinions (notably in Delaware) about perennial corporate governance issues. It presents a synthetic overview of the numerous reforms, which at the most general level aim to fix the audit process, increase board independence, and improve disclosure and transparency. It pauses to identify the vast territory of unchanged corporate governance rules that are still left to state law, and then examines some of the empirical studies that bear on whether the governance reforms can be confidently predicted to have strong positive results for investors. The exercise suggests an irony: Studies about the impacts of the most costly reforms, those concerning audit practices and board independence, are fairly inconclusive or negative, while studies about proposals for shareholder empowerment and reduction of managerial entrenchment indicate that changes in these areas – which in general are only atmospherically supported by the SOX-related changes – could have significant positive impacts. Admittedly, the general evidence for mandatory disclosure does suggest that the new round of enhanced disclosures, which are only moderately costly, will have good effects. The concluding section presents and explains a new approach for the next crisisgenerated reform movement. It is based on the notion that bandwagons are unavoidable, but their motivating impact can be leveraged and their bad effects alleviated by good statutory design. In particular, legal reforms in the area of corporate governance should have bite but should also be explicitly structured to authorize and mandate (1) serious empirical study of the effects of particular regulatory changes (or existing rules), (2) periodic reassessment of regulations in light of such evidence (while also considering experience and analytical arguments, of course), and (3) explicit decisions to reaffirm or alter regulations in light of these reassessments. * Harvard University Distinguished Service Professor. This essay, which was first written for an audience of European corporate lawyers and law professors, has benefited greatly from the helpful comments of colleagues and practitioners, including Lucian Bebchuk, Marjorie Knowles, Mark Moore, Mark Ramseyer, and Paul Washington. Mistakes and misjudgments are all my own.

Abstract: Much has been written recently about artificial intelligence (AI) and law. But what is AI, and what is its relation to the practice and administration of law? This article addresses those questions by providing a high-level overview of AI and its use within law. The discussion aims to be nuanced but also understandable to those without a technical background. To that end, I first discuss AI generally. I then turn to AI and how it is being used by lawyers in the practice of law, people and companies who are governed by the law, and government officials who administer the law. A key motivation in writing this article is to provide a realistic, demystified view of AI that is rooted in the actual capabilities of the technology. This is meant to contrast with discussions about AI and law that are decidedly futurist in nature. That body of work speculates about the effects of AI developments that do not currently exist and which may, or may not, ever come about. Although those futurist conversations have their place, it is important to acknowledge that they involve significant, sometimes unsupported, assumptions about where the technology is headed. That speculative discussion often distracts from the important, but perhaps less exotic, law and policy issues actually raised by AI technology today.

Abstract: With the continuous expansion of intellectual property rights, there is a growing need for the development of a human rights framework for intellectual property rights. Such a framework is not only socially beneficial, but will enable the development of a balanced intellectual property system that takes human rights obligations into consideration. Developing such a framework, however, is not easy and has raised many difficult questions. Some of these questions are foundational, some of them conceptual, and the remainder merely implementational. This article tackles in turn ten questions the author has frequently encountered when he discusses the development of a human rights framework for intellectual property rights. It is his hope that a better understanding of the answers to these questions will help promote a constructive and fruitful dialogue concerning of the interplay of intellectual property and human rights. The ten questions explored in this article are: (1) Are intellectual property rights human rights? (2) Besides access to medicines, are there other intellectual property issues that implicate the protection of human rights? (3) Should the human rights debate separate patents from copyrights? (4) Are all forms of intellectual property rights human rights? (5) Can corporations claim protection of the right to the protection of interests in intellectual creations? (6) Does the right to private property already protect interests in intellectual creations? (7) Can human rights interests be built into the intellectual property system? (8) Will the human rights framework ratchet up existing intellectual property protection? (9) Will the human rights framework benefit indigenous peoples and traditional communities? (10) Will the human rights framework benefit less developed countries?

Abstract: The legal system. It rolls easily off the tongues of lawyers like a single word - the legal system - as if we all know what it means. But what is the legal system? How does it behave? What are its boundaries? What is its input and output? How will it look in one year? In ten years? How should we use it to make change in some other aspect of social life? Why do answers to these questions make the legal system seem so complex? Would assembling a cogent, descriptively accurate theory of what makes the legal system complex help us to formulate more accurate and useful propositions about the legal system? I have to believe it would, and in my pursuit of such an explanation I have leaned heavily on the theory of complex adaptive systems - the study of systems comprised of a macroscopic, heterogeneous set of autonomous agents interacting and adapting in response to one another and to external environment inputs. At its deepest level, complex adaptive systems theory as applied to the legal system presents a rich and dynamic field of study. It asks whether the targets of law are complex adaptive systems, and if so what that means for law's design. It asks whether law itself, however we define its boundaries, is also a complex adaptive system, and if so what that means for law's design. And it asks how law and its regulatory targets co-evolve and what that means for law's design. This article orients those three questions within the context of complex adaptive systems theory. Part I provides a short primer on complex adaptive systems theory and suggests ways of usefully mapping it onto the legal system to expand our understanding of its behavior and properties. To make the case for the practical utility complex adaptive systems theory has for law, Part II explores a few of the major implications the theoretical foundation has for institutional and instrument design issues in law. I close by offering suggestions for next steps in the development of the theory of law's complexity.