I’m participating this week in a micro-symposium sponsored by the AALS Section on Agency, Partnership, LLCs, and Unincorporated Associations, taking place online at our sister Business Law Prof Blog. The topic concerns alternative business structures, and whether their focus on private ordering (in comparison to the corporate form) is good, bad, or indifferent. Other participants include Joan MacLeod Heminway, Dan Kleinberger, Mohsen Manesh, and Sandra Miller.
My contribution is first up. I would call it … grumpy.
If I were being more charitable, I would call it “existentially-influenced.” Larry Solum posted one of his “Lexicon” entries yesterday on binaries and scalars in the law, and it gave me pause. For somebody who’s spent a career creating complex structures – corporations, partnerships, LLCs, contracts, mergers – on paper, I’m hardly overwhelmed by their significance. (In highfalutin terms, I’m skeptical on an ontological basis.) In my usual fashion, as I was walking the dogs this morning, and thinking just what I did believe was important, I decided it was the fact that we have to decide over and and over and over again what to do. The relevance of this to contracts and business forms is that, having created them, they only marginally limit the fact that we have to keep deciding over and over and over again what to do.
Then, like a flash it dawned on me! Binaries and scalars. Is our consciousness, the place where we do that deciding, in physics terminology, a wave (i.e. metaphorically scalar) or a series of particles (metaphorically binary)? True to the quantum insight, I decided it was both (even though the dogs were clearly alive at the time).
That is, life feels like it flows along classically, according to the structures (like contracts and corporations) we build, but in fact it is a series of discrete yes-no moments in which we are deciding at every one of them to do or not to do (just as now I am deciding not to grade term papers and instead am procrastinating with useless cogitation).
Why spend so much time creating the structures if I’m so cynical about them? That’s the Sisyphus part. Hey, pushing the boulder up the hill is a living. But I do get to think about it while walking down to pick it up again.