Abstract

English-architecture company law describes the distinct and diverse group of company or corporate law used in more than 60 jurisdictions worldwide. English-architecture company law provides a robust platform for innovation and development due to its permissive structure, opportunity for choice of law in an entity’s internal governance, and scalability permitting variation for small and large entities. It is the dominant form among International Financial Centers (IFCs), many of which have legal systems with a British connection. This body of law responds to competition and maintains dynamism by engaging its practice community through “learning by doing” and “frictioneering.” An architecture approach permits a broader review of developments in company law that more closely captures the reality of global law practice. The IFC experience of climbing the value chain from tax arbitrage to provide solutions for entities or structures left out in the corporate law of larger jurisdictions provides a useful global governance model to maintain normative, jurisprudential, and regulatory coherence even as it responds to more specialized and unanticipated needs. This Article explores what makes English-architecture company law so successful and how IFCs use it to compete in the global law market.

Abstract

Conservation easements, a widely used tool to preserve land for conservation purposes, suffer from a fundamental flaw in lacking a means of adapting the permanent interests they create to changed conditions. This flaw is becoming more apparent as the early generation of these interests age and climate change threatens to bring more rapid demands for adaptation of existing conservation goals in light of changed conditions. Drawing on lessons from successes in international financial centers and U.S. states that are successful in jurisdictional competition, this article argues that the law should embrace measures that enable such competition in providing for shared governance of land between conservation interests and private landowners.

Abstract

In The Nature of the Firm, Ronald Coase explains how firms represent a suspension of the market mechanism. The allocation of activities depends on the relative costs of organizing activities within the firm versus direct reliance on the market. Despite Coase’s insight, economists often treat firms as black boxes with respect to innovation. Firms take in resources and produce innovations but why firms are successful at innovation is unspecified. As a result, the factors that enable wealth creation within the black boxes of firms, a key factor in economic progress, are little understood. Firms are not the only source of innovation, however. Economically valuable research also emerges from non-profit universities. They represent an alternative (which we term the “red box”) to research that occurs within firms’ black boxes, an alternative with specific advantages and disadvantages in producing innovations. Using a comprehensive set of patent data, we show that university patenting is largely the result of activity by a tiny subset of U.S. universities, contrary to the Bayh-Dole Act’s promise that it would produce a massive technology transfer from universities to the marketplace.

In this Article, we argue that research in non-profit universities is distinct from research in a for-profit firm. As a result, the process of moving inventions from the university to the market usually occurs through licensing innovations to firms that have a comparative advantage in assessing possible market value of inventions and can risk capital to exploit innovations. Because successful commercialization of the product of research requires entrepreneurship, we use the insights into entrepreneurship of economists Joseph Schumpeter and Israel Kirzner to begin to unpack the red box of university commercialization efforts. This Article examines the practices that have emerged after the Bayh-Dole Act’s grant of intellectual property rights to universities for the results of federally funded research and the many constraints imposed by university structure. It also considers how the differences in the incentive structure with black and red boxes create a role of university research.

Abstract

Policy changes that encourage non-fossil fuel energy means increased reliance on batteries and other technologies that must develop rapidly. This article focuses on batteries, noting that key inputs come from corrupt countries, so little of the benefits of exports flow to citizens, and many key finished mineral products come from China. The United States thereby becomes more reliant on autocratic regimes. Using cobalt as an example, this article looks at the nature of its production, the inability of the United States to shoulder its share of the environmental burden of mineral extraction and refining, and looks to previous examples of countries “cursed” with valuable resources desired by wealthy countries. Hints as to how the “resource curse” problem may be addressed arise from the mineral extraction history of the United States many decades past.