{
 "failure_mode": "board-and-oversight-failure",
 "specific_names": [
  "Absent quality controls",
  "Control Vacuum Under Concentration",
  "Minimum payout becomes the default",
  "Reviewer Logic Imposition",
  "Reviewer Myopia",
  "Reviewer anchoring",
  "Reviewer preference imposition",
  "Single board oversight failure",
  "Tax free cash hoarding",
  "Untailored compliance program",
  "activism-insufficiency",
  "board as missed feedback channel",
  "capacity limits of part-time outside directors",
  "ceo-board-dominance",
  "charter exculpation loophole",
  "corporate law abdication",
  "director-discretion-sterilization",
  "failure of oversight enhancement as a governance strategy",
  "groupthink-from-homogeneity",
  "guidance vacuum from an incoherent oversight doctrine",
  "insufficiency of court decisions and stable rules for oversight",
  "insufficient-board-incentives",
  "liability increase insufficient to cure oversight limits",
  "minority-director-overextension",
  "minority-director-stigmatization",
  "no oversight duty for business risk",
  "pre-CIA immunity for boards in illegal marketing cases",
  "preemptive-remediation-insufficient",
  "reform as relabeling",
  "reform intent gap",
  "reform without measurable effect",
  "routine pleading stage dismissal of duty of care claims",
  "slow co-determined board",
  "startup-independence-gap",
  "survival blind judicial review",
  "under-informed directors take excessive risk",
  "uninformed independent director"
 ],
 "count": 38,
 "claims": [
  {
   "id": "kaal:claim:1428387-010",
   "url": "https://wulfkaal.github.io/claims/1428387-010",
   "claim": "Independent administrators and valuation committees do not solve the independence problem for startup funds, because a majority of hedge funds in their startup phase try to keep overheads down and so may have independence problems precisely when independence is most crucial.",
   "specific_name": "startup-independence-gap",
   "conditions": [
    "hedge funds in their startup phase"
   ],
   "source": "Hedge Fund Valuation Retailization, Regulation, and Investor Suitability",
   "year": "2009",
   "quote": "Even if independent administrators and valuation committees are used, it is important to note that a majority of hedge funds in their startup phase try to keep overheads down. Thus, they may have problems with independence in a phase when independence would be crucial.",
   "citation": "Kaal, Hedge Fund Valuation Retailization, Regulation, and Investor Suitability (2009). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1428387"
  },
  {
   "id": "kaal:claim:1558614-007",
   "url": "https://wulfkaal.github.io/claims/1558614-007",
   "claim": "The business judgment rule can be read not as a balanced middle ground but as excessively deferential to management, signaling that corporate law is ceding risk regulation to targeted rules aimed at particular risks in particular institutions.",
   "specific_name": "corporate law abdication",
   "conditions": [
    "offered as an alternative reading to the middle ground account of the rule"
   ],
   "source": "Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in",
   "year": "2010",
   "quote": "Alternatively, one could view the business judgment rule as be- ing too deferential to management, and an indication that corporate law is abandoning the field of risk regulation to more specific rules aimed at specific types of risk in specific types of institutions",
   "citation": "Painter and Kaal, Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in (2010). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1558614"
  },
  {
   "id": "kaal:claim:1558614-018",
   "url": "https://wulfkaal.github.io/claims/1558614-018",
   "claim": "Codetermination makes the German supervisory board's decision making more cumbersome, so a co determined Aufsichtsrat may not respond quickly enough to fast moving events such as an escalation of portfolio risk or a liquidity crisis.",
   "specific_name": "slow co-determined board",
   "conditions": [
    "corporations large enough to trigger employee representation on the supervisory board",
    "employee representatives may also carry union political objectives"
   ],
   "source": "Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in",
   "year": "2010",
   "quote": "It may be difficult for a co-determined Aufsichtsrat to respond quickly to rapidly changing developments, such as an escala- tion of financial risk in a securities portfolio or a liquidity crisis.",
   "citation": "Painter and Kaal, Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in (2010). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1558614"
  },
  {
   "id": "kaal:claim:1558614-020",
   "url": "https://wulfkaal.github.io/claims/1558614-020",
   "claim": "Director independence does not produce effective risk monitoring: as the failure of independent director oversight at Lehman Brothers and other large U.S. financial firms shows, independent directors cannot monitor risk when managers, accountants and lawyers keep them in the dark.",
   "specific_name": "uninformed independent director",
   "conditions": [
    "U.S. style independence defined by lack of financial ties to the company",
    "information flow to the board controlled by insiders"
   ],
   "source": "Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in",
   "year": "2010",
   "quote": "independent directors cannot effectively monitor for risk if they are kept in the dark by the firm's managers, accountants, lawyers, and other persons familiar with its business",
   "citation": "Painter and Kaal, Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in (2010). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1558614"
  },
  {
   "id": "kaal:claim:1558614-025",
   "url": "https://wulfkaal.github.io/claims/1558614-025",
   "claim": "The U.S. requirement that directors act on an informed basis is watered down because many states permit charter provisions exculpating directors from liability for breach of the duty of care, including the duty to act on an informed basis.",
   "specific_name": "charter exculpation loophole",
   "conditions": [
    "states with exculpation statutes such as Delaware, Illinois and New Jersey"
   ],
   "source": "Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in",
   "year": "2010",
   "quote": "This requirement, however, is watered down in the United States by many states that allow corporations to adopt charter provisions that exculpate the directors from liability to the corporation for breach of a duty of care",
   "citation": "Painter and Kaal, Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in (2010). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1558614"
  },
  {
   "id": "kaal:claim:1558614-027",
   "url": "https://wulfkaal.github.io/claims/1558614-027",
   "claim": "In In re Citigroup the Delaware Court of Chancery refused to extend the Caremark oversight duty, which concerns monitoring for illegal conduct, into oversight liability for business risk, so an inability to predict the future and an incorrect evaluation of business risk are not breaches of a director's oversight responsibilities.",
   "specific_name": "no oversight duty for business risk",
   "conditions": [
    "Delaware law; derivative claims premised on subprime exposure",
    "oversight liability requires showing the directors knew they were not discharging their duties or consciously disregarded them"
   ],
   "source": "Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in",
   "year": "2010",
   "quote": "under the Caremark line of cases would 133 not be extended to impose oversight liability for business risk",
   "citation": "Painter and Kaal, Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in (2010). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1558614"
  },
  {
   "id": "kaal:claim:1558614-033",
   "url": "https://wulfkaal.github.io/claims/1558614-033",
   "claim": "U.S. courts applying the business judgment rule give little or no weight to the overall health of the company or to whether the risk jeopardizes the company's very existence, so managers are permitted to incur most of the risks they wish to incur.",
   "specific_name": "survival blind judicial review",
   "conditions": [],
   "source": "Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in",
   "year": "2010",
   "quote": "courts applying the business judgment rule in the United States give little or no consideration to the overall health of the company or even whether the risk is jeopardizing the company's very existence",
   "citation": "Painter and Kaal, Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in (2010). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1558614"
  },
  {
   "id": "kaal:claim:kaal-2013-acomparativeperspectiveo-003",
   "url": "https://wulfkaal.github.io/claims/kaal-2013-acomparativeperspectiveo-003",
   "claim": "Without a workable duty of oversight, corporate directors who seek to comply with the oversight duty lack meaningful guidance about the conduct expected of them.",
   "specific_name": "guidance vacuum from an incoherent oversight doctrine",
   "conditions": [
    "doctrine of oversight remains immature and incoherent"
   ],
   "source": "A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax",
   "year": "2013",
   "quote": "Without a workable duty of oversight, corporate directors seeking to comply with the oversight duty lack meaningful guidance as to the expected conduct.",
   "citation": "Kaal, A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax (2013)"
  },
  {
   "id": "kaal:claim:kaal-2013-acomparativeperspectiveo-004",
   "url": "https://wulfkaal.github.io/claims/kaal-2013-acomparativeperspectiveo-004",
   "claim": "Because directors serve part-time as outsiders, it is unreasonable to expect them to have the knowledge, capacity, and expertise needed to monitor effectively the business affairs of large and increasingly complex corporations.",
   "specific_name": "capacity limits of part-time outside directors",
   "conditions": [
    "large and complex modern corporations",
    "outside directors serving part time"
   ],
   "source": "A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax",
   "year": "2013",
   "quote": "that, because directors serve part-time as outsiders, it may be unreasonable to expect directors to have the knowledge, capacity, and expertise to \"effectively monitor the",
   "citation": "Kaal, A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax (2013)"
  },
  {
   "id": "kaal:claim:kaal-2013-acomparativeperspectiveo-010",
   "url": "https://wulfkaal.github.io/claims/kaal-2013-acomparativeperspectiveo-010",
   "claim": "Directors who are inadequately informed about the expected standard of conduct will underestimate their personal liability exposure and engage in riskier behavior than is desirable for the company itself.",
   "specific_name": "under-informed directors take excessive risk",
   "conditions": [
    "directors depend on counsel for fiduciary duty guidance"
   ],
   "source": "A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax",
   "year": "2013",
   "quote": "Inadequately informed directors may underestimate their personal liability exposure and engage in more risky behavior than is desirable for the company itself.",
   "citation": "Kaal, A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax (2013)"
  },
  {
   "id": "kaal:claim:kaal-2013-acomparativeperspectiveo-022",
   "url": "https://wulfkaal.github.io/claims/kaal-2013-acomparativeperspectiveo-022",
   "claim": "Increased liability is no panacea and cannot alone adequately address the central shortcomings of the duty of oversight and of corporate governance in the United States, because heightened liability does not give part-time outside directors the capacity to monitor complex corporations.",
   "specific_name": "liability increase insufficient to cure oversight limits",
   "conditions": [
    "large and increasingly complex corporations",
    "directors serving part time as outsiders"
   ],
   "source": "A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax",
   "year": "2013",
   "quote": "Increased liability is no panacea and cannot, alone adequately address the central shortcomings of the duty of oversight and corporate governance in the United States that Professor Fairfax identifies.",
   "citation": "Kaal, A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax (2013)"
  },
  {
   "id": "kaal:claim:kaal-2013-acomparativeperspectiveo-024",
   "url": "https://wulfkaal.github.io/claims/kaal-2013-acomparativeperspectiveo-024",
   "claim": "The author endorses the conclusion that attempts to enhance oversight in the United States may fail and that emphasizing improved oversight as a means of enhancing corporate governance could be ill-advised.",
   "specific_name": "failure of oversight enhancement as a governance strategy",
   "conditions": [
    "United States corporate governance"
   ],
   "source": "A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax",
   "year": "2013",
   "quote": "This weighs in favour of Professor Fairfax's conclusion that attempts to enhance oversight in the United States may fail and an emphasis on emphasizing improving oversight as a means of enhancing corporate governance could be ill-advised.",
   "citation": "Kaal, A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax (2013)"
  },
  {
   "id": "kaal:claim:kaal-2013-acomparativeperspectiveo-035",
   "url": "https://wulfkaal.github.io/claims/kaal-2013-acomparativeperspectiveo-035",
   "claim": "Using court decisions and stable rules to make the oversight role more robust could be insufficient, whereas contractual and quasi law forms of dynamic governance could help improve the duty of oversight.",
   "specific_name": "insufficiency of court decisions and stable rules for oversight",
   "conditions": [
    "directors are outsiders working part time",
    "increasing complexity of modern corporations"
   ],
   "source": "A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax",
   "year": "2013",
   "quote": "Using court decisions and stable rules to make \"the oversight role more robust to ensure that directors pay greater attention to their monitoring responsibilities\" 49 could be insufficient. By contrast, contractual and quasi law forms of dynamic governance could help improve the duty of oversight.",
   "citation": "Kaal, A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax (2013)"
  },
  {
   "id": "kaal:claim:2317580-027",
   "url": "https://wulfkaal.github.io/claims/2317580-027",
   "claim": "Boards are consistently held not liable for their companies' illegal marketing efforts even though federal law prohibits off-label marketing, but a board that certifies compliance with a CIA is certifying that the company properly monitors its sales teams' promotional activities, so CIAs contractually expand the applicable legal standard.",
   "specific_name": "pre-CIA immunity for boards in illegal marketing cases",
   "conditions": [
    "off-label marketing cases",
    "boards subject to CIA certification requirements"
   ],
   "source": "The Role of Corporate Integrity Agreements in the Expansion of Fiduciary Duties",
   "year": "2013",
   "quote": "However, boards that certify compliance with a CIA are certifying that the company is properly monitoring the promotional activities of its sales teams. Through such certifications, CIAs contractually expand the applicable legal standards for boards.",
   "citation": "Wulf A. Kaal, Elizabeth R. Malay, The Role of Corporate Integrity Agreements in the Expansion of Fiduciary Duties (2013). SSRN: https://ssrn.com/abstract=2317580"
  },
  {
   "id": "kaal:claim:2317580-030",
   "url": "https://wulfkaal.github.io/claims/2317580-030",
   "claim": "Outside the CIA context, oversight claims are the most difficult theory in corporation law on which to win judgment, and courts dismiss duty of care cases routinely at the pleading stage.",
   "specific_name": "routine pleading stage dismissal of duty of care claims",
   "conditions": [
    "derivative suits alleging lack of oversight",
    "demand futility pleading requirements"
   ],
   "source": "The Role of Corporate Integrity Agreements in the Expansion of Fiduciary Duties",
   "year": "2013",
   "quote": "Courts dismiss duty of care cases routinely at the pleading stage.",
   "citation": "Wulf A. Kaal, Elizabeth R. Malay, The Role of Corporate Integrity Agreements in the Expansion of Fiduciary Duties (2013). SSRN: https://ssrn.com/abstract=2317580"
  },
  {
   "id": "kaal:claim:2486570-023",
   "url": "https://wulfkaal.github.io/claims/2486570-023",
   "claim": "Because the board changes mandated by non and deferred prosecution agreements consist largely of additional reporting obligations and committee reform rather than removal of officers or directors, those reforms alone may not create sufficient incentives for boards and management to improve governance and avoid execution of an agreement.",
   "specific_name": "insufficient-board-incentives",
   "conditions": [],
   "source": "The Effect of Deferred and Non-Prosecution Agreements on Corporate Governance Evidence from 1993-20",
   "year": "2014",
   "quote": "These reforms alone may not create sufficient incentives for boards and management to improve governance and avoid N/DPA execution.",
   "citation": "Wulf A. Kaal, Timothy Lacine, The Effect of Deferred and Non-Prosecution Agreements on Corporate Governance Evidence from 1993-20 (2014). SSRN: https://ssrn.com/abstract=2486570"
  },
  {
   "id": "kaal:claim:2486570-025",
   "url": "https://wulfkaal.github.io/claims/2486570-025",
   "claim": "Because 63.47 percent of the sampled agreements were executed even after the corporation had already instituted preemptive remedial measures, the current quantity, quality, comprehensiveness, and effectiveness of those preemptive measures may be insufficient to prevent an agreement.",
   "specific_name": "preemptive-remediation-insufficient",
   "conditions": [],
   "source": "The Effect of Deferred and Non-Prosecution Agreements on Corporate Governance Evidence from 1993-20",
   "year": "2014",
   "quote": "execution of N/DPAs after the institution of pre- emptive remedial measures (63.47 percent of the N/DPAs in the sample), the current quantity, quality, comprehensiveness, and effectiveness of preemptive remedial measures may be insufficient.",
   "citation": "Wulf A. Kaal, Timothy Lacine, The Effect of Deferred and Non-Prosecution Agreements on Corporate Governance Evidence from 1993-20 (2014). SSRN: https://ssrn.com/abstract=2486570"
  },
  {
   "id": "kaal:claim:2715083-019",
   "url": "https://wulfkaal.github.io/claims/2715083-019",
   "claim": "The traditional mutual fund governance model, in which one board serves multiple discrete funds within a sponsor's group, is subject to significant oversight challenges.",
   "specific_name": "Single board oversight failure",
   "conditions": [
    "traditional single board mutual fund complexes"
   ],
   "source": "Confluence of Mutual and Private Funds",
   "year": "2016",
   "quote": "serving as a single board for multiple discrete funds (Morley & Curtis 2010)). The traditional governance model is, thus, subject to significant oversight challenges (Krug (2016)).",
   "citation": "Kaal, Confluence of Mutual and Private Funds (2016). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=2715083"
  },
  {
   "id": "kaal:claim:2714974-014",
   "url": "https://wulfkaal.github.io/claims/2714974-014",
   "claim": "Adopting a generic compliance program is not sufficient under Rule 206(4)-7: advisers that fail to specifically tailor their compliance program to their own business have incurred large penalties in SEC enforcement.",
   "specific_name": "Untailored compliance program",
   "conditions": [
    "applies to funds subject to Rule 206(4)-7"
   ],
   "source": "The History of Hedge Fund Regulation in the United States",
   "year": "2016",
   "quote": "Failure on the part of advisers to specifically tailor a compliance program for their business has led to large penalties.",
   "citation": "Kaal and Oesterle, The History of Hedge Fund Regulation in the United States (2016). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=2714974"
  },
  {
   "id": "kaal:claim:3071378-023",
   "url": "https://wulfkaal.github.io/claims/3071378-023",
   "claim": "A corporation that lacks diversity and allows group thinking will struggle to identify issues because it needs a fresh perspective, which harms the corporation long term by reducing its ability to identify its own strengths and weaknesses.",
   "specific_name": "groupthink-from-homogeneity",
   "conditions": [
    "boards and corporations without diverse membership"
   ],
   "source": "Blockchain Technology and Race in Corporate America",
   "year": "2017",
   "quote": "Similarly, if a corporation lacks diversity and allows group thinking, the board will likely struggle to identify issues because the corporation needs a fresh perspective.77 This can harm the corporation in the long term as it is less able to identify strengths and weaknesses.",
   "citation": "Wulf A. Kaal, Blockchain Technology and Race in Corporate America (2017). SSRN: https://ssrn.com/abstract=3071378"
  },
  {
   "id": "kaal:claim:3071378-028",
   "url": "https://wulfkaal.github.io/claims/3071378-028",
   "claim": "Minority board members are expected to bring in minority clientele, so where the corporation's product is not used by minorities the minority director is perceived as a failure, which stigmatizes minority board members and damages their careers.",
   "specific_name": "minority-director-stigmatization",
   "conditions": [
    "corporations whose products are not used by minority consumers"
   ],
   "source": "Blockchain Technology and Race in Corporate America",
   "year": "2017",
   "quote": "However, if the product the respective corporation produces is not used by minorities, the minority board member will be perceived as a failure for not bringing in minority clients.94 This may stigmatize minority board members and impact their careers.",
   "citation": "Wulf A. Kaal, Blockchain Technology and Race in Corporate America (2017). SSRN: https://ssrn.com/abstract=3071378"
  },
  {
   "id": "kaal:claim:3071378-029",
   "url": "https://wulfkaal.github.io/claims/3071378-029",
   "claim": "Because a small group of minorities serves on a large number of boards, corporations in fact lose the diversity of viewpoints they were seeking when appointing a minority board member.",
   "specific_name": "minority-director-overextension",
   "conditions": [
    "overextended minority directors sitting on many boards"
   ],
   "source": "Blockchain Technology and Race in Corporate America",
   "year": "2017",
   "quote": "By having a small group of minorities who serve on a large number of boards, corporations are in fact losing the diversity of viewpoints they were initially looking for in a minority board member.",
   "citation": "Wulf A. Kaal, Blockchain Technology and Race in Corporate America (2017). SSRN: https://ssrn.com/abstract=3071378"
  },
  {
   "id": "kaal:claim:3017612-004",
   "url": "https://wulfkaal.github.io/claims/3017612-004",
   "claim": "Shareholder agreement terms that limit board authority are vulnerable to invalidation, and the dominant judicial rationale is that such agreements tie the hands of directors and make it impossible for them to exercise discretion over the matters the agreement settles.",
   "specific_name": "director-discretion-sterilization",
   "conditions": [
    "provisions that encroach on the directors' statutory authority to manage the business and affairs of the corporation"
   ],
   "source": "Shareholder Agreements - National Report of the United States of America",
   "year": "2017",
   "quote": "Courts offer varying rationales for nullifying terms of shareholder agreements that limit the board's authority, but most often, courts worry the agreements \"tie the hands of the directors,\" making it impossible for them to exercise their discretion concerning matters decided in the agreement.",
   "citation": "Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612"
  },
  {
   "id": "kaal:claim:2922176-010",
   "url": "https://wulfkaal.github.io/claims/2922176-010",
   "claim": "Much corporate governance reform consists of repackaging old content under new or revised labels rather than introducing new governance.",
   "specific_name": "reform as relabeling",
   "conditions": [
    "illustrated by the 2016 Commonsense Principles of Corporate Governance"
   ],
   "source": "The ‘Unmediated’ and ‘Tech-Driven’ Corporate Governance of Today's Winning Companies",
   "year": "2017",
   "quote": "Corporate governance reform often takes place by repackaging old content with new or revised labels.",
   "citation": "Mark Fenwick, Wulf A. Kaal, Erik P. M. Vermeulen, The ‘Unmediated’ and ‘Tech-Driven’ Corporate Governance of Today's Winning Companies (2017). SSRN: https://ssrn.com/abstract=2922176"
  },
  {
   "id": "kaal:claim:2922176-030",
   "url": "https://wulfkaal.github.io/claims/2922176-030",
   "claim": "The monitoring and advising roles of the board are no longer sufficient, and a board confined to those roles is a missed opportunity to obtain unmediated and relevant market feedback on company initiatives.",
   "specific_name": "board as missed feedback channel",
   "conditions": [
    "successful companies already operating beyond the academic monitoring debate"
   ],
   "source": "The ‘Unmediated’ and ‘Tech-Driven’ Corporate Governance of Today's Winning Companies",
   "year": "2017",
   "quote": "Successful companies recognize that the monitoring and advising role of the board is no longer sufficient and that the board of directors in many ways may constitute a missed opportunity for receiving feedback on company initiatives, e.g., unmediated and relevant input from the market.",
   "citation": "Mark Fenwick, Wulf A. Kaal, Erik P. M. Vermeulen, The ‘Unmediated’ and ‘Tech-Driven’ Corporate Governance of Today's Winning Companies (2017). SSRN: https://ssrn.com/abstract=2922176"
  },
  {
   "id": "kaal:claim:2922176-037",
   "url": "https://wulfkaal.github.io/claims/2922176-037",
   "claim": "Contemporary corporate governance reforms are unlikely to work as policymakers and regulators intend, because experts agree improvement is needed but disagree widely on what good corporate governance is or how to achieve it.",
   "specific_name": "reform intent gap",
   "conditions": [],
   "source": "The ‘Unmediated’ and ‘Tech-Driven’ Corporate Governance of Today's Winning Companies",
   "year": "2017",
   "quote": "Contemporary corporate governance reforms are unlikely to work as intended by policymakers and regulators.",
   "citation": "Mark Fenwick, Wulf A. Kaal, Erik P. M. Vermeulen, The ‘Unmediated’ and ‘Tech-Driven’ Corporate Governance of Today's Winning Companies (2017). SSRN: https://ssrn.com/abstract=2922176"
  },
  {
   "id": "kaal:claim:2922176-038",
   "url": "https://wulfkaal.github.io/claims/2922176-038",
   "claim": "The corporate governance frameworks developed in the 2000s had little or no impact on the performance of listed companies during the financial crisis, and the number, scale, and effects of corporate scandals are not diminishing.",
   "specific_name": "reform without measurable effect",
   "conditions": [
    "listed companies during the 2008 financial crisis"
   ],
   "source": "The ‘Unmediated’ and ‘Tech-Driven’ Corporate Governance of Today's Winning Companies",
   "year": "2017",
   "quote": "Contemporary corporate governance frameworks developed in the 2000s had little or no impact on the performance of listed companies during the last financial crisis. Moreover, the number, scale, and effects of corporate scandals and economic failures do not appear to be diminishing.",
   "citation": "Mark Fenwick, Wulf A. Kaal, Erik P. M. Vermeulen, The ‘Unmediated’ and ‘Tech-Driven’ Corporate Governance of Today's Winning Companies (2017). SSRN: https://ssrn.com/abstract=2922176"
  },
  {
   "id": "kaal:claim:3441904-002",
   "url": "https://wulfkaal.github.io/claims/3441904-002",
   "claim": "Shareholder activism reform, taken by itself, has been unable to sufficiently improve the corporate governance system.",
   "specific_name": "activism-insufficiency",
   "conditions": [
    "United States corporate governance"
   ],
   "source": "Blockchain-Based Corporate Governance",
   "year": "2019",
   "quote": "Shareholder activism reform by itself has been unable to sufficiently improve the corporate governance system.",
   "citation": "Wulf A. Kaal, Blockchain-Based Corporate Governance (2019). SSRN: https://ssrn.com/abstract=3441904"
  },
  {
   "id": "kaal:claim:3373393-012",
   "url": "https://wulfkaal.github.io/claims/3373393-012",
   "claim": "The standard remedy of appointing outside independent directors to separate decision management from decision control is undermined because CEOs often dominate the board, which makes the separation much more difficult and hurts shareholders.",
   "specific_name": "ceo-board-dominance",
   "conditions": [
    "boards where the CEO is dominant"
   ],
   "source": "Blockchain Solutions for Agency Problems in Corporate Governance",
   "year": "2019",
   "quote": "However, CEOs who often dominate the board make the separation of these functions much more difficult, which hurts shareholders.",
   "citation": "Wulf A. Kaal, Blockchain Solutions for Agency Problems in Corporate Governance (2019). SSRN: https://ssrn.com/abstract=3373393"
  },
  {
   "id": "kaal:claim:3373393-013",
   "url": "https://wulfkaal.github.io/claims/3373393-013",
   "claim": "Shareholder activism reform by itself has been unable to sufficiently improve the corporate governance system.",
   "specific_name": "activism-insufficiency",
   "conditions": [],
   "source": "Blockchain Solutions for Agency Problems in Corporate Governance",
   "year": "2019",
   "quote": "activism reform by itself has been unable to sufficiently improve the corporate governance system.",
   "citation": "Wulf A. Kaal, Blockchain Solutions for Agency Problems in Corporate Governance (2019). SSRN: https://ssrn.com/abstract=3373393"
  },
  {
   "id": "kaal:claim:3981021-007",
   "url": "https://wulfkaal.github.io/claims/3981021-007",
   "claim": "Because boards and donors seek to preserve endowments rather than spend them, funds accrue tax free long after the donor has taken the deduction, which runs counter to the spirit of the rules governing charitable deductions and may contribute to harmful inefficiency.",
   "specific_name": "Tax free cash hoarding",
   "conditions": [
    "jurisdictions granting an immediate deduction with deferred payout obligations"
   ],
   "source": "How Decentralized Autonomous Organizations Optimize Charitable Giving",
   "year": "2021",
   "quote": "Rather than funds being employed immediately, the funds are allowed to accrue tax free. 49 This may run counter to the spirit of the rules governing charitable deductions and may contribute to harmful inefficiency.",
   "citation": "Wulf A. Kaal, How Decentralized Autonomous Organizations Optimize Charitable Giving (2021). SSRN: https://ssrn.com/abstract=3981021"
  },
  {
   "id": "kaal:claim:3981021-008",
   "url": "https://wulfkaal.github.io/claims/3981021-008",
   "claim": "Although the five percent annual payout is only a legal minimum for foundations under 2021 law, many boards treat five percent as the default rule, which entrenches minimal disbursement.",
   "specific_name": "Minimum payout becomes the default",
   "conditions": [
    "United States private foundations as of 2021"
   ],
   "source": "How Decentralized Autonomous Organizations Optimize Charitable Giving",
   "year": "2021",
   "quote": "As the law stands in 2021, foundations are only required to spend 5% of their assets a year.51 Although this is a minimum requirement for foundations, many boards view 5% as the default rule.",
   "citation": "Wulf A. Kaal, How Decentralized Autonomous Organizations Optimize Charitable Giving (2021). SSRN: https://ssrn.com/abstract=3981021"
  },
  {
   "id": "kaal:claim:4755632-021",
   "url": "https://wulfkaal.github.io/claims/4755632-021",
   "claim": "Legacy code review carries a single point of failure risk: if the single author of a review misses something and the follow-on reviewer focuses entirely on the first reviewer's concerns, the review has a higher risk of inaccuracy, and crowd wisdom is the corrective for that myopia.",
   "specific_name": "Reviewer Myopia",
   "conditions": [
    "applies to standard legacy code review with sequential reviewers"
   ],
   "source": "AI Learning - Decentralized Governance to Optimize Human Output Datasets for AI Learning",
   "year": "2024",
   "quote": "If the single author of a code review has missed something and the follow-on reviewer focused entirely on the first reviewer's concerns, the code review has a higher risk of lack of accuracy. Crowd wisdom is one way to correct possible myopia",
   "citation": "Wulf A. Kaal, AI Learning - Decentralized Governance to Optimize Human Output Datasets for AI Learning (2024). SSRN: https://ssrn.com/abstract=4755632"
  },
  {
   "id": "kaal:claim:4755632-022",
   "url": "https://wulfkaal.github.io/claims/4755632-022",
   "claim": "Without crowd control the reviewer's views and the code author's intent are at odds, so a reviewer imposing their own logic can force repeated rewrites of code whose core functionality is already sound; a code review should instead focus on functionality and on keeping mistaken, badly constructed, and dangerous code out.",
   "specific_name": "Reviewer Logic Imposition",
   "conditions": [
    "applies to legacy code review processes lacking crowd control"
   ],
   "source": "AI Learning - Decentralized Governance to Optimize Human Output Datasets for AI Learning",
   "year": "2024",
   "quote": "Instead, a code review should focus on the functionality of the code and on keeping mistaken, badly constructed, and dangerous code out.",
   "citation": "Wulf A. Kaal, AI Learning - Decentralized Governance to Optimize Human Output Datasets for AI Learning (2024). SSRN: https://ssrn.com/abstract=4755632"
  },
  {
   "id": "kaal:claim:4755632-025",
   "url": "https://wulfkaal.github.io/claims/4755632-025",
   "claim": "Concentrated market power in code review undermines internal and external quality controls, leaving the public with no or very weak control over the quality of code review services, and it eliminates downward price pressure because job posters cannot afford to shop for better-priced reviews.",
   "specific_name": "Control Vacuum Under Concentration",
   "conditions": [
    "applies to the centralized code review market"
   ],
   "source": "AI Learning - Decentralized Governance to Optimize Human Output Datasets for AI Learning",
   "year": "2024",
   "quote": "The centralized power also undermines attempts by other industry players to create internal or external controls on the quality of code reviews. As a result, the public has no or very weak control over the quality of code review services it receives.",
   "citation": "Wulf A. Kaal, AI Learning - Decentralized Governance to Optimize Human Output Datasets for AI Learning (2024). SSRN: https://ssrn.com/abstract=4755632"
  },
  {
   "id": "kaal:claim:4734750-011",
   "url": "https://wulfkaal.github.io/claims/4734750-011",
   "claim": "Without crowd control, a code reviewer can impose their own logic on the author, forcing repeated rewrites of code whose core functionality is already sound and whose dangerous issues are already controlled for.",
   "specific_name": "Reviewer preference imposition",
   "conditions": [
    "legacy code review with a single authoritative reviewer"
   ],
   "source": "Code Review DAO",
   "year": "2024",
   "quote": "Because the code reviewer may wish to impose their logic on the code author, the code author may be required to rewrite code over and over even though the core functionality of the code is sound and dangerous issues were controlled for.",
   "citation": "Wulf A. Kaal, Code Review DAO (2024). SSRN: https://ssrn.com/abstract=4734750"
  },
  {
   "id": "kaal:claim:4734750-013",
   "url": "https://wulfkaal.github.io/claims/4734750-013",
   "claim": "When the first reviewer misses a defect and follow-on reviewers anchor entirely on the first reviewer's concerns, the review carries a higher risk of inaccuracy; crowd wisdom is one way to correct this myopia and single point of failure.",
   "specific_name": "Reviewer anchoring",
   "conditions": [
    "sequential review processes anchored on an initial reviewer"
   ],
   "source": "Code Review DAO",
   "year": "2024",
   "quote": "If the single author of a code review has missed something and the follow-on reviewer focused entirely on the first reviewer's concerns, the code review has a higher risk of lack of accuracy.",
   "citation": "Wulf A. Kaal, Code Review DAO (2024). SSRN: https://ssrn.com/abstract=4734750"
  },
  {
   "id": "kaal:claim:4734750-018",
   "url": "https://wulfkaal.github.io/claims/4734750-018",
   "claim": "Centralized market power blocks other industry players from establishing internal or external controls on code review quality, so the public has no or very weak control over the quality of the review services it receives.",
   "specific_name": "Absent quality controls",
   "conditions": [],
   "source": "Code Review DAO",
   "year": "2024",
   "quote": "The centralized power also undermines attempts by other industry players to create internal or external controls on the quality of code reviews. As a result, the public has no or very weak control over the quality of code review services it receives.",
   "citation": "Wulf A. Kaal, Code Review DAO (2024). SSRN: https://ssrn.com/abstract=4734750"
  }
 ]
}