Rapidly innovating industries are not behaving the way theory expects. Conventional industrial organization theory predicts that, when parties in a supply chain have to make transaction-specific investments, the risk of opportunism will drive them away from contracts and toward vertical integration. Despite the conventional theory, however, contemporary practice is moving in the other direction. Instead of vertical integration, we observe vertical disintegration in a significant number of industries, as producers recognize that they cannot themselves maintain cutting-edge technology in every field required for the success of their products. In doing this, the parties are developing forms of contracting beyond the reach of contract theory models. In this Article, we connect the emerging contract practice to theory, learning from what has happened in the real world to frame a theoretical explanation of this cross-organizational innovation and to reconceptualize the boundaries of the firm accordingly.

Academics and businesspeople have long debated the merits of corporate philanthropy.  In this Essay, we describe the market for altruism and the role corporations play in satisfying the demand for altruism.  We conclude that corporations should only engage in philanthropy when they have a comparative advantage over nonprofits and the government.  Moreover, the government must avoid discriminating— particularly when setting tax policy—between nonprofits and corporations that do good deeds.

This Note examines the enforceability of seller warranties and reliance waivers in New York, focusing on commercial contracts between sophisticated parties. In recent years, enforcement of these clauses has changed dramatically, resulting in an asymmetry in the law:  Seller warranties are presumptively enforceable, but reliance waivers are presumptively unenforceable. This change has shifted the burden of persuasion from the buyer to the seller, thereby altering the contracting costs for the parties. This Note seeks to explicitly delineate the contours of this incongruity, proposes an information asymmetry hypothesis as a means of explanation, and tests this hypothesis against recent developments in New York law.

In the 2005 case of United States v. Booker, the Supreme Court held that the Federal Sentencing Guidelines were merely advisory and therefore no longer binding on trial judges.  Since then, some judges have based departures from the Guidelines on the finding that the disparity between codefendants’ sentences is unwarranted.  This Note argues that Booker and subsequent Supreme Court decisions permit trial judges to remedy disparity between codefendants’ sentences in all cases where the judge finds that the disparity is unwarranted.  It then shows how consideration of this disparity furthers Congress’s goal of increased sentencing uniformity and ensures greater fairness in the sentencing of defendants who only played a minor role in a crime.