Research
Corporate Governance | Democratic Governance | Law & Economics
My current research examines the expanding role of corporations—from purely economic to political actors—and its implications for the relationship between markets and democracy, as well as for our rights and responsibilities as both consumers and citizens.
Once conceived solely as market institutions, public corporations have become significant forces in political and social life. This evolution raises pressing questions about our societal commitment to both market and democratic institutions, and about the proper boundaries between the two.
Should corporations weigh in on citizens’ issues—especially when these are divisive, such as abortion or immigration? What legal and moral rights bear on these questions? And what risks arise when corporate power becomes entangled with our collective life?
My work emphasizes that modern liberal democracies cannot be fully understood without examining their primary engine of wealth: the public corporation, while also arguing that our economic and political freedoms are not fixed entitlements but living constructs—constantly negotiated and reshaped by the evolving relationship between democratic institutions and corporate power.
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Most Recent Publications
S. Masconale and S. M. Sepe
Corporation and Information
– in Research Handbook on Corporate Finance Law (Daniele D’Alvia ed., Edward Elgar, forthcoming 2025)
S. Masconale and S. M. Sepe
Economic and Political Objections to Moral Capitalism
– Social Philosophy & Policy (2025)
S. Masconale and S. M. Sepe
Market Power and Shareholder Control
– in Research Handbook on Competition and Corporate Law 26–55 (Florence Thépot & Anna Tzanaki eds., Edward Elgar, 2025)
S. Masconale
ESG and Boundary Risks – A Social Welfare Approach
– European Business Law Review 35 (2024)
Full List of Publications
S. Masconale and S. M. Sepe
Corporation and Information
– in Research Handbook on Corporate Finance Law (Daniele D’Alvia ed., Edward Elgar, forthcoming 2025)
S. Masconale and S. M. Sepe
Economic and Political Objections to Moral Capitalism
– Social Philosophy & Policy (2025)
S. Masconale and S. M. Sepe
Market Power and Shareholder Control
– in Research Handbook on Competition and Corporate Law 26–55 (Florence Thépot & Anna Tzanaki eds., Edward Elgar, 2025)
S. Masconale
ESG and Boundary Risks – A Social Welfare Approach
– European Business Law Review 35 (2024)
J. R. Bambauer, S. Masconale, and S. M. Sepe
Reckless Associations
– Harvard Journal of Law & Technology 36:488 (2023)
S. Masconale and S. M. Sepe
Citizen Corp. – Corporate Activism and Democracy
– Washington University Law Review 100:257 (2022)
S. Masconale and S. M. Sepe
Activist Capitalism and the Future of the Corporation
– Revue Européenne de Droit (March/April 2022) (bilingual publication)
S. Masconale and S. M. Sepe
Big Tech & Political Equality
– in Technology Ethics: A Philosophical Introduction and Readings (Gregory J. Robson & Jonathan Y. Tsou eds., 2022)
S. B. Guernsey, S. Masconale, S. M. Sepe, and C. K. Whitehead
Lawyering Up
– Journal of Corporation Law 47:277 (2021)
J. R. Bambauer, S. Masconale, and S. M. Sepe
Cheap Friendship
– UC Davis Law Review 54:2341 (2021)
J. R. Bambauer, S. Masconale, and S. M. Sepe
The Nonrandom Walk of Knowledge
– Social Philosophy & Policy 37:249–264 (2020)
S. B. Guernsey, S. Masconale, S. M. Sepe, and C. K. Whitehead
Banking on the Lawyers
– The Practice 6:4 (2020)
K. J. M. Cremers, S. M. Sepe, and S. Masconale
Is the Staggered Board Debate Really Settled?
– University of Pennsylvania Law Review Online 167:9 (2019)
K. J. M. Cremers, S. Masconale, and S. M. Sepe
CEO Pay Redux
– Texas Law Review 96:205 (2017)
K. J. M. Cremers, S. Masconale, and S. M. Sepe
Activist Hedge Funds and the Corporation
– Washington University Law Review 94:261 (2017)
K. J. M. Cremers, S. Masconale, and S. M. Sepe
Commitment and Entrenchment in Corporate Governance
– Northwestern University Law Review 110:727–810 (2016)
B. T. White, S. M. Sepe, and S. Masconale
Urban Decay, Austerity, and the Rule of Law
– Emory Law Journal 64:1 (2014)
Work in Progress
- Managing Corporate Disagreement. This project explores how firms can sustain cooperation amid rising pressure to take moral and political stances. It proposes “managed politicization”—structured internal processes for expressing disagreement—as a way to preserve legitimacy without overwhelming corporate functions.
- Pay for Transparency. This article examines how expanding pay disclosure, intended to increase accountability, has instead fueled higher CEO compensation. It shows how transparency turns pay into a public signal and competitive benchmark, reshaping board and market beliefs, and carrying its own social costs.
- Institutional Integrity and the Limits of Autonomy (with J. Bambauer). This paper develops a general theory of when the state may justifiably intervene in autonomous institutions such as corporations or universities. It argues that intervention is warranted only when an institution’s internal integrity—its core purpose and truth- or value-seeking function—has fundamentally broken down.
- When Diversity Works (with M. Rigdon and L. Razzolini). This project investigates when demographic and viewpoint diversity jointly improve group decision-making. Using laboratory evidence, it shows that diversity yields epistemic benefits when it fosters cooperative exchange—highlighting the conditions under which board diversity enhances decision quality.
- Limiting Limited Liability (with D. Clark and S. M. Sepe). This paper reassesses limited liability through a deontological lens, arguing that shareholders bear genuine—but bounded—moral duties arising from benefit and ownership. It proposes a “limited limited liability” framework that protects creditors’ and victims’ rights up to reasonable limits of what can be demanded of shareholders (and potentially other stakeholders).
- The Morality of Market Activism (with S. M. Sepe). This paper offers a conditional account of when consumer or shareholder activism is morally permissible. It argues that activism is justified as a form of defensive resistance when firms or states exercise power detached from the principles that legitimate their authority.
Representative Presentations
Economic and Political Objection to Moral Capitalism, 2025 MANCEPT Workshops, Manchester, England, Sept. 4, 2025.
The Morality of Market Activism, FC Talk, Tucson, AZ, Apr. 24, 2025.
The Morality of Market Activism, EMLE Midterm Meeting Conference, Hamburg (Germany), Feb. 14, 2025.
Market Defense, TorVergata University – Econ. Tribute Summer School – Markets and Governments: a Theoretical Appraisal 2nd. Edition, “Inequality, The Design Of Markets And Redistribution” (invited speaker), Villa Mondragone, Rome (Italy), Jun. 19-21 2024, https://ceistorvergata.it/MGTA.
The Morality of Market Activism, PPEL Summer School, Jun 2024
ESG and Boundary Risks – A Social Welfare Approach, ECGI-UCL Center for Ethics and Law Byennal Symposium on Corporations’ Boundary Risk, London (England), Nov. 10, 2023.
Citizen Corp., First PPEL Summer School, University of Arizona – University of San Diego – Chapman University, San Diego, CA, Jun. 7, 2023.
Shareholders and Competition – Efficiency and Political Outcomes, Research Handbook on Competition and Corporate Law Workshop, Mannheim (Germany), Mar. 27, 2023.
States vs. Corporations, Corporate Roundtable on “Corporations, Activism and Political Issues,” Tucson, AZ, Feb. 27, 2023.
Citizen Corp. – Corporate Activism and Democracy, Antonin Scalia Law School, invited speaker series, Arlington, VA, Feb. 7, 2023.
Origins of Property, Liberty Fund Conference, New Orleans (LA), Feb. 2-5, 2023 (invited contributor).
Panel on “Individual and Society: Understanding Philosophy, Politics, Economics and Law” (invited speaker), Foundations of Civic Culture: The Importance of Teachers to Free Speech, Civil Discourse, Economics, and Public Policy, Phoenix, AZ, Jan. 27-28, 2023.
Citizen Corp., Markets & Society Conference, Mercatus Center, VA, Oct. 21-24, 2022.
Citizen Corp., Society for Institutional and Organizational Economics Annual Conference, Toronto, Canada, June 23-26 (2022).
Citizen Corp. (invited speaker),FC-LUMSA Summer School on Law, Economics and Ethics of Markets and Regulation, LUMSA University, Rome, Italy, Jun. 13-17, 2022.
Moral Capitalism and Social Order, SPP Global Crises Conference, DC, May 12-14, 2022.
Citizen Corp., George Mason Law & Economics Center, Research Roundtable on Capitalism and the Rule of Law, FL, Destin, Mar. 2-6, 2022.
Citizen Corp, PPE Society Fifth Annual Meeting, The Morality of Profit Panel, New Orleans, LA, Feb. 3-5, 2022, invited speaker.
George Mason Law & Economics Center, Forum on Capitalism & the Rule of Law in the Woke Era, Charleston, SC, Nov. 17-21 (discussion leader).
Corporate Conformism, The University of Arizona Center for the Philosophy of Freedom, Harless Series, Tucson, AZ, Mar. 2021, invited speaker.
Cats, Cars and Nazis, George Mason Program on Economics and Privacy, George Mason Law School, January 29, Feb. 5, 2021 (online).
Cats, Cars and Nazis, FESC 2020, Yale Law School, New Haven, CT, Oct. 24-25 (2020).
Corporate Conformism, Center for the Study of Economic Liberty at Arizona State University, Research Seminar Series, invited speaker, Phoenix, Oct. 2020 (online).
Peer Disagreement and Judicial Review, Arizona Law Scholarly Workshop, University of Arizona – College of Law, Tucson, AZ, Jan. 7-8, 2019.
CEO Pay Redux, Inequality Law and the Social Sciences Conference, IAST – TSE – ND LAMB, Toulouse, France, Dec. 13, 2016.
Incomplete Markets, Inequality and the Corporate Form, Shaping the Corporate Landscape Conference, invited speaker, University of Bristol, UK, Jun. 14-15, 2016.
Commitment and Entrenchment in Corporate Governance, 2015 Innovation, Finance, and the Law Conference, IAST – TSE – ETH, Toulouse, France, Jun. 29-30, 2015.
New Advances in Law and Economics Conference, Toulouse School of Economics – Institute for Advanced Study in Toulouse, Toulouse (France), Jun. 20-21, 2013 (secretariat).
Conference on Current Issues of Executive Compensation in the Financial Industry, University of Arizona James E. Rogers College of Law, Tucson, AZ, Apr. 9, 2012 (secretariat).
Italian Society of Law and Economics 5th Annual Conference, University of Florence, Florence, Italy, Dec. 4, 2009 (commentator and secretariat).
European Association of Law and Economics 24th Annual conference, LUISS University, Rome, Italy, Sept. 18, 2009 (commentator and secretariat).
Italian Society of Law and Economics 2nd Annual Conference, LUISS University, Rome, Italy, Oct. 20, 2006 (commentator and secretariat).