Research

Agenda

I study the relationship between legal institutions and economic growth. Specifically, I focus upon the private law institutions that provide the infrastructure for the modern economy -- especially contract design, contract law, and corporate law. 

Innovation Networks

My longest-standing research stream explores how contract institutions support innovation processes, an inquiry that sheds light on how industrial clusters are organized, and how alternative forms of economic organization to the corporation have gained importance since the last quarter of the 20th century. This research builds upon and updates the earlier work on "relational contracting" that began in the mid-20th century and now spans a number of disciplines.

Relevant papers: Collaboration, Innovation, and Contract Design (2008); Contract Adjudication in a Collaborative Economy (2010); Innovation and the Institutional Design of Merger Control (2015); The Private Order of Innovation Networks (2016); Braided Agreements and the New Frontiers of Relational Contract Theory (2020); Do Networks Govern Contracts? (2022); Creative Ordering (current project).

Complex Market Infrastructure

Adjacent to my innovation network research is a series of papers I’ve been working on relating to the question of how contract designers overcome path dependencies in the design of complex transactions. My focus is upon the M&A market, which is an area rich with possibility, because the mass customization of agreements is regularly achieved despite the market’s large size and relentless demand for rapid deal execution. 

Relevant papers: The Architecture of Contract Innovation (2018); Transformation Cost Engineering (2020); Contractual Evolution (2022, with Julian Nyarko and Eric Talley); The Transactional Dynamics of Fragile Markets (2022); Contract Production in M&A Markets (forthcoming 2023, w/ Steve Choi, Mitu Gulati, and Bob Scott); Deal Networks (working paper). 

Contract Theory

I also study fundamental questions of contract law and theory, drawing often upon the work introduced above on relational contracting and complex market infrastructure. 

Relevant papers:  The Private Order of Innovation Networks (2016); Braided Agreements and the New Frontiers of Relational Contract Theory (2020); Deal Structure (2018, with Cathy Hwang); The New Research on Contractual Complexity (2019, with Cathy Hwang); Contractual Evolution (2022, with Julian Nyarko and Eric Talley); Contractual Depth (2022, with Cathy Hwang).

Corporate Governance

As contractual aspects of corporate governance increasingly shift to the foreground in U.S. corporate law, the work above on contracts creates opportunities to intervene in longstanding debates in company law.  

Relevant papers: Putting Stockholders First, Not the First-Filed Complaint (2013, with Leo Strine and Larry Hamermesh); COVID-19 as a Force Majeure in Corporate Transactions (2020, with Julian Nyarko and Eric Talley); Delaware's Frontier (2022, with Gordon Smith); Gender and the Social Structure of Exclusion in U.S. Corporate Law (2023, with Afra Afsharipour); Delaware's Progress (current project).

Inclusive Legal Institutions

Some of the research above has involved the application of empirical methods that have implications for other issues or areas of law. For instance, machine learning techniques, used in projects above to identify trends in contractual evolution, can also be used to identify bias in the corpora that some U.S. judges are using in an attempt to identify original meaning in statutes and constitutions. Similarly, social network analysis, used in projects above to map the professional ecosystem that underlies U.S. corporate governance, can uncover gender disparities in the legal infrastructure on which our markets rely.

Relevant papers: Hidden Bias in Empirical Textualism (2021, with Carolina Núñez and Sam Nelson); Gender and the Social Structure of Exclusion in U.S. Corporate Law (2023, with Afra Afsharipour); Hidden Bias In U.S. Case Law: Evidence from Two Centuries of Judicial Opinions (current project, with Sam Nelson, Carolina Núñez, and Lucy Williams).

Publications

If you do not have access to a journal and would like a preprint of an article, please contact me at jennejohnm -at - law.byu.edu. A complete list of my publications and presentations can be found in my C.V. (updated August 2022).

If you use a citation manager such as Zotero, here is a .bib file for the works listed below.

Current Projects and Working Papers

Creative Ordering

Covid-19 as a Force Majeure in Corporate Transactions (with Julian Nyarko and Eric Talley)

Deal Networks

Delaware's Progress

Hidden Bias In U.S. Case Law: Evidence from Two Centuries of Judicial Opinions (with Sam Nelson, Carolina Núñez, and Lucy Williams)

Top Ups and "Telephone" (with Kristina Bishop and Cree Jones)

Academic Articles

Collaborators

I've been fortunate to work with a number of excellent co-authors, whose work is worth checking out. Below is a list of collaborators either on past or current projects:

Afra Afsharipour

Kristina Bishop

Stephen Choi

Mitu Gulati

Larry Hamermesh

Cathy Hwang

Cree Jones

Sam Nelson

Carolina Núñez

Julian Nyarko

Bob Scott

Leo Strine

Eric Talley

Lucy Williams