Columbia Business Law Review

Finite Ventures

Professor Andrew A. Schwartz — Sun, 01 Mar 2026 00:00:00 +0000

The law endows corporations and other business organizations with the awesome power of perpetual life—unless the charter expressly provides for a certain duration, such as ten years. But does anyone ever actually choose limited life? Why would they?

This article reveals that limited-life business entities—finite ventures—play a significant and underappreciated role in modern commerce. Private equity and venture capital funds, SPACs, and insurance syndicates are all organized with a limited lifespan.

Their motivation? This article claims that limited life is a valuable, but often overlooked, tool for ameliorating agency costs: the managers of a finite venture know they must produce results by the end of the term—their future career prospects depend on it—so they have an incentive to be diligent and loyal.

Even so, limited life has drawbacks—and perpetual life has benefits of its own—so the trick is to know when to use it. To guide decision-makers, this article identifies key factors that weigh in favor of or against finite structure. It closes by proposing novel applications of limited life as a tool of corporate governance— inviting scholars and practitioners alike to rethink the assumption of corporate immortality.

Shadow Investment Companies

Sun, 01 Mar 2026 00:00:00 +0000

Stablecoins are cryptocurrencies designed to track the value of fiat currency, most commonly the U.S. dollar. Over the past decade, they have grown from a niche innovation into the primary gateway between crypto markets and the traditional financial system, with daily trading volumes exceeding $100 billion. Despite their scale and centrality, stablecoin issuers occupy an uncertain and increasingly contested regulatory space.

This Article argues that the largest stablecoin issuers—such as Circle and Tether—are best understood not as banks or payments firms, but as investment companies under the Investment Company Act of 1940. As a matter of statutory interpretation, these firms satisfy the Act’s definition: they issue redeemable claims, invest customer funds primarily in securities, and derive a substantial portion of their income from those investments. Yet neither issuers nor regulators have acknowledged this status. As a result, stablecoin issuers operate as shadow investment companies, meeting the law’s criteria while evading its constraints.

The Article makes three contributions. First, it provides a systematic application of the Investment Company Act’s primary business and asset-based tests to stablecoin issuers. Second, it shows that this framework applies even if stablecoin tokens themselves are not securities, because issuers independently issue securities and function economically as pooled investment vehicles. Third, it explains why recent legislation, including the GENIUS Act, fails to resolve these issues and may exacerbate regulatory arbitrage. Recognizing stablecoin issuers as investment companies would bring them within the SEC’s existing authority, offering a path toward enhanced transparency and investor protection while also highlighting the limits of fund regulation in addressing systemic risk.

Franchising in Good Faith: The Nonrenewal Power, Good Cause, and Goodwill

Professor Robert W. Emerson — Sun, 01 Mar 2026 00:00:00 +0000

The power structure of franchise agreements generally favors franchisors. This preference, in policy, practice, or both, applies, inter alia, to issues arising with respect to renewal and nonrenewal, including: (1) disclosure requirements and time periods; (2) the role of franchisees in forming associations; (3) a franchisee’s expectation of compensation for the goodwill that it has accrued; (4) the right of automatic renewal in some circumstances; (5) public policy, commercial reasonableness, and equity, including notions of estoppel and defenses to allegations of discrimination; and (6) the effect of consistently applied ideals – the benchmarks for good cause – on continuation of, or recommitment to, a franchise agreement.

In addition to case law, the primary impact on renewal arises from statutes, franchising codes of ethics, and, broadly, the concepts of good faith and fair dealing. Besides analyzing minimum performance standards and American jurisprudence, this article compares the renewal principles found in many nations. While other nations’ legal and ethical precepts may not reach or otherwise reform the American law of renewal, the collective action of franchisees may rectify, at least in part, a pro-franchisor, anti-renewal predisposition based almost exclusively on contract language and traditional common law concepts.

Steady On: Toward Principled, Sustainable Corporate Leadership Addressing the Reality of Human-Caused Climate Change

Leo E. Strine, Jr. — Sun, 01 Mar 2026 00:00:00 +0000

This essay was originally prepared for and delivered as the keynote lecture for the Colloquium on Climate Change and Fiduciary Duty hosted by the Sabin Center for Climate Change Law and The Millstein Center at Columbia Law School on February 21, 2025 and in anticipation of the Reconceiving Business Corporations in Times of Political Contestation conference in May 2025 at Utrecht University.

Judicial Review and the Sharing Economy: Approaches to Reaching Compromise

Robert Ginsburg — Sun, 01 Mar 2026 00:00:00 +0000

Public choice theory explains why reasonable regulatory compromises that are supported by the majority are often not implemented to regulate specific business activities. The power of special interests is more influential than the majority of constituents, who have different policy positions but are often less focused on the isolated issues that are a priority for big corporations and lobbying firms. For this reason, the judiciary will play a significant role in the evolution of the new gig economy. A review of judicial systems in different countries highlights the aspects of legislative and regulatory review that will promote compromise and adapt to the pace of technological change that requires nimble legal and regulatory frameworks. This paper uses intricate case studies from Airbnb and Uber to demonstrate the availability of reasonable policy compromise and the role that the judiciary can play in increasing the likelihood that the public can maximize the benefits of new products and services while minimizing the costs.

Post-And-Hold: How Two Circuits Misapplied Antitrust State Action Doctrine and Curtailed State Liquor Regulators

Emil Kunkin — Sun, 01 Mar 2026 00:00:00 +0000

States regulate their liquor markets in a number of ways. One method is "post-and-hold" in which wholesalers post monthly price lists that the state shares with competitors, who may then match lower prices, after which all wholesalers must hold their prices for the next month. Two Circuit Courts of Appeal found that this system violates the antitrust laws, while one, the Second Circuit, found otherwise. In striking down post-and-hold, the Circuits found that it was a hybrid restraint, one in which the state grants a degree of regulatory power to private parties. However, in doing so, they relied on a line of cases which found that state liquor regulations with resale price maintenance provisions were hybrid restraints. Such laws do indeed confer a degree of private regulatory power, they enable a distributor to set the minimum price that a retailer can legally charge. In this way, the state gives the distributor a "club" which it may use against retailers. However, post-and-hold involves no such club. While post-and-hold is similar to the struck-down resale price maintenance provisions in that distributors set their own prices, those prices are not binding on any other party and as such the state does not confer private regulatory power on distributors. The Second Circuit was correct that post-and-hold does not violate the antitrust laws.

State Fair Access Laws and Their Vulnerability to Federal Preemption Under the Consumer Financial Preemption Standard

James Morsch — Sun, 01 Mar 2026 00:00:00 +0000

Money laundering is a threat to any financial system. The United States government necessarily developed a legal regime that attempts to quickly identify, remove, and punish money launderers. But what if in the pursuit of that goal, legitimate customers are left without access to financial services because banks deny their application based on general characteristics and not necessarily individual risk factors? Should banks be allowed to deny services to individuals (e.g., a person with a prior criminal record) or business entities in certain industries (e.g., cryptocurrency) because of generalized characteristics and not necessarily because of any individual indication of risk?

Some states have recently enacted “fair access” laws to address this issue known as “de-banking,” or the phenomenon of banks largely denying services to customers of similar risk profiles to avoid the perceived risk entirely. The state fair access laws seek to eliminate the de-banking phenomenon by requiring banks to make individualized risk-based determinations while also providing legal recourse to applicants or customers who suspect a bank denied or terminated services because of a general characteristic.

Some have argued that federal law should preempt state fair access laws because they conflict with banks’ ability to mitigate money laundering risk in accordance with the federal anti-money laundering laws. This Note explores the current state of the consumer financial law preemption standard and concludes that the argument for federal preemption of state fair access laws is weak.

From Murphy to Monopolies: Rethinking State Online Sports Betting Regulation

Jonathan Schachter — Sun, 01 Mar 2026 00:00:00 +0000

Since the Supreme Court’s decision in Murphy v. NCAA invalidated the Professional and Amateur Sports Protection Act, states have assumed exclusive authority over the regulation of sports betting. This decentralization has produced a highly fragmented regulatory landscape, particularly in the online sports betting market, where some states permit robust competition among numerous operators while others affirmatively sanction monopolies or highly concentrated markets. These state-level choices interact with an already concentrated national market dominated by DraftKings and FanDuel, creating significant variation in consumer choice, pricing, and regulatory outcomes across jurisdictions. This Note examines the sources and consequences of market power in online sports betting, distinguishing between naturally occurring national concentration and state-created intra-state market power. It situates state-sanctioned monopolies within the broader theoretical framework of “justified monopolies,” drawing comparisons to industries such as alcohol distribution, pharmaceuticals, telecommunications, and securities markets. Although proponents argue that monopolistic regulation can generate higher tax revenues, enhance consumer protection, and promote long-term innovation, this Note contends that online sports betting does not satisfy the conditions necessary to justify such market concentration.

This Note argues that competitive online sports betting markets are better suited to advancing consumer welfare and regulatory goals than state-level monopolies. It further suggests that the current patchwork of state regimes risks distorting consumer behavior, reducing effective competition, and undermining potential gains from innovation. Drawing on the regulatory logic of Regulation National Market System in U.S. securities law, the Note proposes that competition—rather than state-imposed exclusivity—offers a more effective and adaptable framework for regulating online sports betting in the post-Murphy era.

The Name is Bond, Sukuk Bond: Pathways Forward for Islamic Debt Financial Instruments in Western Markets

Simone Noorali — Sun, 01 Mar 2026 00:00:00 +0000

Over the last few decades, the market for Sharia-compliant financial products has grown steadily. Despite originating in geographic areas with largely Muslim populations to reflect consumer demand for financial products with terms and structures that were compliant with Islamic law, they have since expanded into Western financial markets—albeit with some hesitation. One such instrument is sukuk—Sharia-compliant, fixed-income capital markets instruments. This note argues that despite the upward trend in adoption of sukuk issuances by Western markets in the last decade, certain qualities of these Islamic law-compliant debt instruments have prevented their full integration into American capital markets. Part I of the note provides an overview of the historical development of the Sharia capital markets, introducing the various forms and structures of sukuk and the regulatory regimes that govern them. In consideration of the history of Islamic finance and the complexities of structuring sukuk, Part II discusses the various barriers to entry that such products have faced in Western markets, including regulatory hurdles, transactional costs, tax implications, recourse, and securities and trading laws. Finally, Part III proposes pathways forward for the expansion of sukuk across global markets, such as tapping into the nascent green investing market or the existing real estate and project finance markets, using asset-based sukuk as the global standard, and predicting movement pursuant to Sharia Standard 62.