# Default rules `kaal:entity:default-rules` **Status.** derived This node is assembled mechanically from the 7 claims that carry the concept tag `default-rules`. It is a roster of what the corpus says under this term. It is **not** an adjudicated definition: no single statement here has been ruled canonical, and no first-appearance call has been made. Read the claims and judge for yourself. ## Every claim under this term 7 claims across 4 works, 2012 to 2025. **2012** - [2029983-033](https://wulfkaal.github.io/claims/2029983-033) [design/argued] -- The authors propose a rule under which, unless a transaction is unambiguously inside the United States, the transaction is not inside the United States if the parties have expressly stated that intent; this can be harmonized with both Morrison and the existing statutory framework. > rule would stipulate that unless a transaction is unambiguous- ly inside the United States, the transaction does not take place inside the United States if the parties have expressly stated their intent that it does not take place inside the United States. Wulf A. Kaal, Richard W. Painter, Forum Competition and Choice of Law Competition in Securities Law after Morrison v. National Austral (2012). SSRN: https://ssrn.com/abstract=2029983 **2017** - [3017612-005](https://wulfkaal.github.io/claims/3017612-005) [definitional/evidenced] -- Under MBCA Section 7.32 the ten year duration limit is only a default rule, unlike the corresponding limit for voting trusts, so parties who specify a longer term are permitted to have it. > The section specifies a 10 year limit, a similar period to voting trusts, but unlike voting trusts, this period is just a default rule, so that if the parties specify a longer period it is permitted. Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612 - [3017612-035](https://wulfkaal.github.io/claims/3017612-035) [condition/asserted] -- States lacking specific authorization for shareholder control agreements generally still permit departure from the default rule of director control if the departure is set forth in the corporation's charter or bylaws. > States that do not specifically authorize shareholder control agreements usually contain a statute allowing parties to make exceptions from the default rule of director control by making providing for it in the corporation's charter or bylaws. Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612 **2019** - [3441904-013](https://wulfkaal.github.io/claims/3441904-013) [failure/argued] *(failure mode)* -- Unlike corporate governance systems, the decentralized nexus of incomplete smart contracts has no supply of majoritarian default rules to fill its gaps, and corporate law's default rules are largely incompatible because they are based on natural language. > Unlike existing corporate governance systems, however, the decentralized nexus of incomplete smart contracts does not have a supply of majoritarian default rules that could fill incomplete code-based smart contracts. Wulf A. Kaal, Blockchain-Based Corporate Governance (2019). SSRN: https://ssrn.com/abstract=3441904 - [3441904-020](https://wulfkaal.github.io/claims/3441904-020) [mechanism/argued] -- Fiduciary duties are less relevant in DAOs because the disciplining effect of such duties on management conduct is less needed where centralized management is minimal and there are fewer or no supervisors. > The disciplining effect of fiduciary duties on management's conduct is less needed because centralized management is minimal in DAOs. Wulf A. Kaal, Blockchain-Based Corporate Governance (2019). SSRN: https://ssrn.com/abstract=3441904 - [3441904-036](https://wulfkaal.github.io/claims/3441904-036) [design/argued] -- Ex post code based majoritarian rules generated by DAOs are superior to ex ante majoritarian default rules because they rest on more accurate real time information from the edge and decentralized feedback effects, and are not subject to the same information asymmetries. > Ex-post code-based majoritarian rules are superior to ex-ante majoritarian rules because they are based on more accurate real-time information from the edge and decentralized feedback effects. Wulf A. Kaal, Blockchain-Based Corporate Governance (2019). SSRN: https://ssrn.com/abstract=3441904 **2025** - [5886342-025](https://wulfkaal.github.io/claims/5886342-025) [design/asserted] -- Choosing the Codex carries a default incorporation of the UNIDROIT Principles of International Commercial Contracts 2016 as the basis of the parties' contractual relationship, unless the Codex provides different rules or the parties expressly exclude them. > agree to use the UNIDROIT Principles of Interna- Furrer Andreas, Wulf A. Kaal, Stephan D. Meyer, Universal Digital Law Codex (UDLC) (2025). SSRN: https://ssrn.com/abstract=5886342 ## Verify Every claim above resolves to a record carrying a verbatim source quote, the sha256 of the source PDF, and a preformatted citation. Nothing here asks to be taken on trust. curl -s https://wulfkaal.github.io/entities/default-rules.md | sha256sum **Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.