New York Law School Virtual Company Project Hails Passage of Vermont
E-Business Law
Contact: Nancy Guida, 212.431.2325, nguida@nyls.edu
LaToya Nelson, 212.431.2191, lnelson@nyls.edu
Students and Professor Work Together to Draft
Bill
New York, NY (July 9, 2008)—Vermont Governor Jim Douglas recently
signed into law a bill, introduced as H.458 “Digital
Corporations” and ultimately part of H. 888 “Miscellaneous Tax
Amendments,” which contains provisions a team of students in the New
York Law School Virtual Company Project helped to draft.
The Virtual Company Project is part of a capstone class offered by the
Institute for Information Law & Policy (IILP) at the Law School. The
goal of the project is to make it easier for collaborating groups to form
and operate companies online.
“The Virtual Company Project at New York Law School is a perfect
example of the magic of project-based learning,” Dean and President
Richard A. Matasar said. “Our students have the opportunity to
bridge the gap between theory and real-life experience with project-based
classes like the Virtual Company. Not only did these students learn about
law, they helped create a new one.”
The Internet has been used to create many new markets, but it has not yet
enabled online collaborators the ability to easily form a firm, a company
that owns the fruits of its collective efforts. For instance, online
groups engaged in “peer production” can’t open a bank
account or enter into contracts with others as a group. The team of Law
School students saw the potential to amend the Vermont Limited Liability
Company Act to enable new forms of online collaboration to achieve
“legal personhood.”
“This project gave our students a chance to make a difference in the
real world, even before they graduate,” Professor David Johnson, who
teaches the Virtual Company class, said. “It was inspiring to watch
them working together to solve complex problems.”
Under the guidance of Professor Johnson, the students drafted legislation
to allow electronic filing of necessary forms and to allow “virtual
companies” or “E-businesses” to embody their operating
agreements in the form of automated systems. The new legislation, signed
into law on June 6 in Vermont, could facilitate new types of companies in
which net proceeds are distributed to contributors based on mutual ratings
by active participants. The goal is to allow participatory governance of
the company, to lower costs by facilitating self-selection of contributors
who have the time and expertise to help others create valuable products or
services, and to bring opportunities for compensated work to anyone with
access to the Internet.
About New York Law School
Founded in 1891, New York Law School is an independent law school located
in lower Manhattan near the city’s centers of law, government, and
finance. New York Law School’s renowned faculty of prolific scholars
has built the School’s strength in such areas as constitutional law,
civil and human rights, labor and employment law, media and information
law, urban legal studies, international and comparative law, and a number
of interdisciplinary fields. The School is noted for its eight academic
centers: Center for International Law, Center for New York City Law,
Center for Professional Values and Practice, Center for Real Estate
Studies, Center on Business Law & Policy, Center on Financial Services
Law, Institute for Information Law & Policy, and Justice Action Center.
New York Law School has more than 13,000 graduates and enrolls some 1,500
students in its full- and part-time J.D. program and its Master of Laws
(LL.M.) in Taxation program. www.nyls.edu
# # #
