Shawn J. Bayern
Shawn J. Bayern
Florida State University
College of Law
Advocacy Center, Room A202B
Phone: 850.644.8308
sbayern@law.fsu.edu
J.D., University of California, Berkeley, 2006
B.S., Yale University, 1999
Professor Bayern's research focuses on the common law, primarily in contract law, tort law, and organizational law. He teaches Torts, Contracts, Agency & Partnership, and other related courses.
His research has criticized formalism and economic simplifications of the law. For example, in The Analytical Failures of Law and Economics (Cambridge University Press, 2023), he surveyed leading law-and-economics arguments and showed them to be fragile, self-contradictory, or otherwise problematic. His research has also offered creative transactional solutions to legal problems. In Autonomous Organizations (Cambridge University Press, 2021), he showed that modern LLCs are flexible enough to give legal personhood to software and considered the consequences of that capability.
Professor Bayern is also the author of an introduction to the common law titled Principles and Possibilities in Common Law (West Academic, 2023) and, with Mel Eisenberg of Berkeley Law, of the Gilbert Law Summary on Contracts (West Academic, 15th ed. 2021). He is an elected member of the American Law Institute and serves as an adviser to the Restatement (Third) of Torts: Miscellaneous Provisions and the Restatement (Third) of Torts: Medical Malpractice.
Before joining FSU Law, Professor Bayern was a visiting assistant professor at Duke Law School. He has also visited at Berkeley and Northwestern’s law schools. As a law student, he was editor-in-chief of the California Law Review and a recipient of the Thelen Marrin Prize for Academic Achievement, given annually at graduation to the student with the strongest academic record. Before his legal career, Professor Bayern worked in computing research, served on groups responsible for developing programming languages, and wrote several books and articles about computer programming. He also created the Central Authentication Service (CAS), a software framework for computer security that has been adopted by many universities, including Florida State. He served as associate dean for academic affairs at Florida State from 2019 to 2023.
Select Recent and Forthcoming Publications
CONTRACTS (8th ed. of the Calamari & Perillo hornbook on contract law; under contract, West Academic)
THE FALLACIES OF LIBERTARIANISM: A LEGAL PERSPECTIVE (under contract, Cambridge University Press)
RETHINKING LEGAL CERTAINTY (under contract, Edward Elgar)
MODERN TORT LAW: CONTEXT, CASES, AND MATERIALS (forthcoming 2025, West Academic)
ADVANCED INTRODUCTION TO BUSINESS ORGANIZATIONS (2024, Edward Elgar)
A Research Agenda for Organizational Law (Edward Elgar) (2024)
Principles and Possibilities in Common Law (West Academic) (2023)
The Analytical Failures of Law and Economics (Cambridge University Press) (2023)
Autonomous Organizations (Cambridge University Press 2021)
Gilbert Law Summaries on Contracts (with Melvin A. Eisenberg) (15th ed., West Academic 2020)
Closely Held Organizations (2d ed., Carolina Academic Press 2020)
Articles, Essays, and Book Chapters
Are Bespoke DAO Forms Needed in Organizational Law?, in FOUNDATIONS OF DECENTRALIZED ORGANIZATIONS (Kevin Werbach et al. eds., forthcoming, Oxford University Press)
Trusting Organizational Law, REG. & GOVERNANCE (forthcoming; peer reviewed)
False Agency in Artificial Intelligence, in RESEARCH HANDBOOK ON LAW AND ARTIFICIAL INTELLIGENCE (Woodrow Barfield & Ugo Pagallo eds., 2d ed. forthcoming, Edward Elgar)
Algorithmic Governance of Business Organizations, in THE OXFORD HANDBOOK OF CORPORATE LAW AND GOVERNANCE (Jeffrey N. Gordon & Wolf-Georg Ringe eds., forthcoming, Oxford University Press)
Implied Organizations and Technological Governance, 64 WM. & MARY L. REV. 969 (2023) (invited contribution)
Intelligent Remedies, in THE CAMBRIDGE HANDBOOK ON ARTIFICIAL INTELLIGENCE AND THE LAW (Kristin Johnson & Carla Reyes eds., forthcoming, Cambridge University Press)
Reverse Engineering (by) Artificial Intelligence, in RESEARCH HANDBOOK ON INTELLECTUAL PROPERTY AND ARTIFICIAL INTELLIGENCE (Ryan Abbott ed., 2022, Edward Elgar)
Adventures with an Artificially Intelligent Language Model (and What It Might Say About the Law), 25 Green Bag 2d __ (2022)
Introduction to Contract Law, in LAWS OF MEDICINE: CORE LEGAL ASPECTS FOR THE HEALTHCARE PROFESSIONAL (Amirala Pasha ed., 2022, Springer)
Business Law Beyond Business, 46 J. CORP. L. 521 (2021)
Agreements, Algorithms, and Agency, in THE CAMBRIDGE HANDBOOK OF THE LAW OF ALGORITHMS 153 (Woodrow Barfield ed., 2020, Cambridge University Press)
Are Autonomous Entities Possible?, 114 NW. U. L. REV. ONLINE 23 (2019)
Methodological Failures in Leading American Economic Analyses of the Private Law, 5 CRITICAL ANALYSIS OF LAW 19 (2018)
Artificial Intelligence and Private Law, in RESEARCH HANDBOOK ON LAW AND ARTIFICIAL INTELLIGENCE (Woodrow Barfield & Ugo Pagallo eds., 2017, Edward Elgar)
An Unintended Consequence of Reducing the Corporate Tax Rate, 157 TAX NOTES 1137 (2017)
Contract Meta-Interpretation, 49 U.C. DAVIS L. REV. 1097 (2016)
Three Problems (and Two Solutions) in the Law of Partnership Formation, 49 U. MICH. J.L. REF. 605 (2016)
Offer and Acceptance in Modern Contract Law: A Needless Concept, 103 CALIF. L. REV. 67 (2015)
The Implications of Modern Business-Entity Law for the Regulation of Autonomous Systems, 19
STAN. TECH. L. REV. 93 (2015) (also published at 7 EUR. J. RISK REG. 297 (2016))Shawn Bayern CV – Page 4
The Limits of Economic Reasoning in Analyzing Duress, 99 MINN. L. REV. HEADNOTES 141 (2015)
The Nature and Timing of Contract Formation, in COMPARATIVE CONTRACT LAW: BRITISH AND AMERICAN PERSPECTIVES (Martin Hogg & Larry DiMatteo eds., 2015, Oxford University Press)
Of Bitcoins, Independently Wealthy Software, and the Zero-Member LLC, 108 NW. U. L. REV. 1485 (2014) (also published at 108 NW. U. L. REV. ONLINE 257 (2014))
Dynamic Common Law and Technological Change: The Classification of Bitcoin, 71 WASH. & LEE L. REV. ONLINE 22 (2014) (invited contribution)
The Expectation Measure and Its Discontents (with Melvin A. Eisenberg), 2013 MICH. ST. L. REV. 1
Against Certainty, 41 HOFSTRA L. REV. 53 (2012)
False Efficiency and Missed Opportunities in Law and Economics, 86 TUL. L. REV. 135 (2011)
The Limits of Formal Economics in Tort Law: The Puzzle of Negligence, 75 BROOK. L. REV. 707 (2010)
Rational Ignorance, Rational Closed-Mindedness, and Modern Economic Formalism in Contract Law, 97 CALIF. L. REV. 943 (2009)
Case Interpretation, 36 FLA. ST. U. L. REV. 125 (2009)
The Significance of Private Burdens and Lost Benefits for a Fair-Play Analysis of Punishment, 12 NEW CRIM. L. REV. 1 (2009) (peer reviewed)
Comment, Explaining the American Norm Against Litigation, 93 CALIF. L. REV. 1697 (2005)