In a typical LBO, the acquired company, not the PE firm, is responsible for the massive debt used to buy it. A proposed legislative fix would force PE firms to have "skin in the game" by sharing joint liability for these loans.

When an AI agent errs in a medical or financial context, it is legally unclear who is liable: the AI lab, the deploying company, or the end-user. This novel legal problem, which challenges a century of precedent, creates significant friction and will slow agent adoption in regulated industries.

Unlike shares purchased with personal capital, stock options are often treated like "house money." This incentivizes CEOs to make excessively risky bets with shareholder capital because they capture all the upside but are not punished for failure, leading to poor capital allocation.

The financial benefit of many shareholder lawsuits is illusory. Payouts for breaches of duty typically come from Directors & Officers (D&O) insurance policies, which the corporation itself pays for. This circular flow of funds means shareholders are indirectly paying for their own settlement, questioning the efficacy of such litigation.

Most founders don't realize the standard "any lawful purpose" clause in their corporate charter creates a fiduciary duty to maximize shareholder value. This seemingly innocuous phrase can legally compel a founder to accept a buyout from an undesirable acquirer, even with founder control.

To prevent corporations from diffusing blame, compliance frameworks intentionally create personal liability. Regimes like HIPAA require a named compliance officer, while SOC 2 involves the board. This forces specific, wealthy individuals to be personally accountable for the company's representations, piercing the corporate veil of diffused responsibility.

While giving agents their own accounts seems like treating them as employees, the analogy breaks down with liability. A user is fully responsible for their agent's actions and requires complete oversight, unlike with a human employee. This creates a fundamental conflict for secure, autonomous collaboration.

Spinoza's concept of "canatus" (striving) highlights how misalignment between individual goals (e.g., a CEO's reputation) and the organization's goals (shareholder returns) creates agency problems that damage the entire enterprise, underscoring the critical need for incentive alignment.

Contrary to popular belief, the doctrine of shareholder primacy is a recent invention. For most of corporate history, companies were chartered for a specific public benefit, and subverting that mission purely for shareholder profit would have been considered a crime.