Sergio Alberto Gramitto Ricci

Degrees

PHD, Bocconi University; JD, Univ Milan; BS, Univ Milan  

Bio

Sergio Alberto Gramitto Ricci is a global scholar in corporate law, characterized by an ability to identify transformative legal issues years before they capture widespread attention.

Professor Gramitto Ricci’s prescient scholarship began with his 2020 article, Artificial Agents in Corporate Boardrooms, 105 Cornell L. Rev. 869 (2020), which provided a comprehensive legal framework for AI in board decision-making when artificial intelligence in corporate governance was unexplored. This pioneering work has been translated and re-published in Spanish, demonstrating its global impact.

He similarly anticipated the retail investor revolution, documenting how technology enables collective shareholder action through works including Corporate Governance Gaming: The Collective Power of Retail Investors, 22 Nev. L.J. 51 (2021) (with Christina M. Sautter), Wireless Investors & Apathy Obsolescence, 100 Wash. U. L. Rev. 1653 (2023) (with Christina M. Sautter), and The Wireless Investors Movement, U. Chi. Bus. L. Rev.: Online Edition (2022) (with Christina M. Sautter). These publications established the “wireless investors” paradigm before mainstream recognition of digital platforms’ transformative impact on corporate governance.

His scholarship on citizen participation in corporate governance has been equally visionary. Working with the late Professor Lynn Stout, he co-authored Corporate Governance as Privately-Ordered Public Policy: A Proposal, 41 Seattle U. L. Rev. 551 (2018), and the influential book Citizen Capitalism: How a Universal Fund Can Provide Influence and Income to All (2019). His recent articles Total Governance, 50 J. Corp. L. 353 (2025) (with Daniel Greenwood), Values Primacy & Total Governance Through Activism, 67 B.C. L. Rev. (forthcoming 2026) (with Carliss N. Chatman), and The Vitruvian Shareholder, 75 Fla. L. Rev. F. 113 (2024) further develop these themes.

Professor Gramitto Ricci is also an expert on the corporate form and legal personhood, having authored Archeology, Language, and Nature of Business Corporations, 89 Miss. L.J. 43 (2019), and Sacred Corporate Law, 45 Seattle U. L. Rev. 413 (2021) (with Mohamed Arafa & Giancarlo Anello). At Cornell Law School, he pioneered a seminar on Corporations and Other Legal Persons while teaching mainstream Business Organizations. His forthcoming article Legal Personhood for Artwork, 76 UC L.J. (forthcoming 2025), already selected for translation and republication in Italy’s leading art law journal Arte e Diritto, provides an innovative framework for protecting works of art as entities with legal capacity and rights in themselves, offering enhanced safeguards particularly for Indigenous art inadequately protected by current intellectual property regimes.

Professor Gramitto Ricci’s works-in-progress further cement his position as a leading expert across multiple fields. Corporate Disenfranchisement (with Christina M. Sautter) extends the argument of his co-authored article The Shareholder Democracy Lie, revealing how—as expressed in Giuseppe Tomasi di Lampedusa’s The Leopard—“everything must change so that everything can stay the same.” Despite digital infrastructure making shareholder participation feasible, new private ordering and regulatory barriers are set to maintain shareholder disempowerment. The Incorporation Ritual excavates the ritualistic nature of incorporation from pagan times through ecclesiastical law to Anglo-Saxon traditions, illuminating how ceremonial practices shape the creation of corporations. The Texans’ Fund bridges his foundational work on corporate governance as public policy with Texas’s evolving corporate landscape, arguing that a universal fund for Texans could create a virtuous system attracting corporate migration to Texas.

As Co-Founder and President of the Center for Retail Investors & Corporate Inclusion, Professor Gramitto Ricci translates scholarship into practice, advancing corporate governance democratization worldwide.

Curriculum Vitae

Publications

Books

Cases and Materials on Corporate Governance (West Academic Publishing) (forthcoming 2027)

Citizen Capitalism: How a Universal Fund Can Provide Influence and Income to All (Berrett-Koehler Press, 2019) (with Lynn Stout & Tamara Belinfanti)

Book Chapters & Encyclopedia Entries

Cross-Listings and Foreign Issuers, in Financial and Sustainability Disclosure Regulation (Anne Lafarre, Martin Gelter, & Giovanni Strampelli, eds.) (Oxford University Press) (forthcoming 2027) (with Sergio Gilotta & Christina M. Sautter)

The Incorporation Ritual, in The Nature of Corporations (Jonathan Hardman, Billie Lythberg, Christoph Van der Elst, & Susan Watson eds.) (forthcoming 2027) (with Christina M. Sautter)

Compliance in the New Era of Retail Investing, in Elgar Concise Encyclopedia of Compliance Law (James Fanto, ed.)  (Edward Elgar Publishing) (forthcoming 2026) (with Lucas Moskovitz)

Compliance for Stakeholders and Reputation, in Elgar Concise Encyclopedia of Compliance Law (James Fanto, ed.)  (Edward Elgar Publishing) (forthcoming 2026) (with Christina M. Sautter)

Harnessing the Collective Power of Retail Investors, in A Research Agenda For Corporate Law (Christopher M. Bruner & Marc Moore, eds.) (Edward Elgar Publishing) (2023) (with Christina M. Sautter)

Articles and Other Law Journal Contributions

The Texas Fund, 101 Tul. L. Rev. (forthcoming 2026-2027)

Corporate Disenfranchisement, 17 U.C. Irvine L. Rev. (forthcoming 2026) (with Christina M. Sautter)

Values Primacy & Total Governance Through Activism, 67 B.C. L. Rev. (forthcoming 2026) (with Carliss N. Chatman)

The Shareholder Democracy Lie, 78 Fla. L. Rev. (forthcoming 2026) (with Daniel Greenwood & Christina M. Sautter)

Legal Personhood for Artwork, 76 UC L.J. 1429 (2025)

Total Governance, 50 J. Corp. L. 353 (2025) (with Daniel Greenwood)

The Vitruvian Shareholder, 75 Fla. L. Rev. F. 113 (2024) (invited)

Wireless Investors & Apathy Obsolescence, 100 Wash. U. L. Rev. 1653 (2023) (with Christina M. Sautter) (2023 Institute for Law and Economic Policy Symposium Regulating the Upheavals in the Securities Markets and Corporate Boardrooms)

The Educated Retail Investor: A Response to “Regulating Democratized Investing,” 83 Ohio St. L.J. Online 205 (2022) (with Christina M. Sautter) (invited)

The Corporate Forum, 102 B.U. L. Rev. 1861 (2022) (with Christina M. Sautter) (invited)

The Wireless Investors Movement, U. Chi. Bus. L. Rev.: Online Edition (2022) (with Christina M. Sautter) (inaugural guest academic article) (invited)

Sacred Corporate Law, 45 Seattle U. L. Rev. 413 (2021) (with Mohamed Arafa and Giancarlo Anello) (Berle XII Symposium)

Corporate Governance Gaming: The Collective Power of Retail Investors, 22 Nev. L.J. 51 (2021) (with Christina M. Sautter)

Artificial Agents in Corporate Boardrooms, 105 Cornell L. Rev. 869 (2020)

Archeology, Language, and Nature of Business Corporations, 89 Miss. L.J. 43 (2019)

Corporate Governance as Privately-Ordered Public Policy: A Proposal, 41 Seattle U. L. Rev. 551 (2018) (with Lynn Stout) (Berle IX Symposium)

The Abstract Void in Practice: Has the Statutory Business Judgment Rule Changed the ‘Acoustic Separation’ Between Conduct and Decision Rules for Directors’ Duty of Care?, 31 Austl. Corp. L.J. 107 (2016) (with Jake Miyairi)

Book Reviews, Commentaries, & OpEds

When Corporations Govern: Matteo Gatti’s Timely Framework for Understanding Corporate Power, Jotwell (reviewing Matteo Gatti, Corporate Power and the Politics of Change (forthcoming July 2026) (Book Review)

Texas Fund Would Be Privately Ordered Public Policy’s Purest Form, Bloomberg Law (February 12, 2026) (OpEd)

A Time Traveler’s Guide to Business Organizations: Barry Hawk’s Journey From Assur to Amsterdam, Jotwell (reviewing Barry E. Hawk, Family, Partnerships and Companies: From Assur to Amsterdam (2024)) (December 9, 2025) (Book Review)

Disney’s Jimmy Kimmel Flip Shows Why Values Matter for Governance, Bloomberg Law, (September 23, 2025) (with Carliss N. Chatman) (OpEd)

New Hollywood Blockbuster Depicts a Triumph for Savvy Retail Investors but It's Just the Beginning, Fox Business (September 20, 2023) (with Christina M. Sautter) (OpEd)

Work-in-Progress

Corporate Governance & Public Opinion

Corporate Reputation (with Jonathan Hardman, Christina M. Sautter, & Giovanni Strampelli)

Corporate Lawyers as Reputation Gatekeepers (with Christina M. Sautter)

Blog Posts

A Paradigm for Understanding Shareholder Disenfranchisement, The CLS Blue Sky Blog (the Columbia Law School’s Blog on Corporations and Capital Markets) (February 23, 2026) (with Christina M. Sautter)

Before There Were Finfluencers There Were Iconic Shareholders, The Hitchhiker’s Guide to Corporate Governance (February 1, 2026) (with Christina M. Sautter) (Blogposium on Finfluencers)

The Shareholder Democracy Lie: Why We Need to Stop Pretending Corporate America Is Democratic, The ECGI Blog (July 17, 2025)

Shareholder Democracy Is a Corporate Governance Myth That Won’t Die, The University of Oxford, Oxford Business Law Blog (OBLB) (July 10, 2025) (with Daniel Greenwood & Christina M. Sautter)

Compliance and Reputation in the Era of Interconnected Stakeholders, The CLS Blue Sky Blog (the Columbia Law School’s Blog on Corporations and Capital Markets) (June 30, 2025) (with Christina M. Sautter)

Shareholder Democracy Is a Corporate Governance Myth That Won’t Die, The CLS Blue Sky Blog (the Columbia Law School’s Blog on Corporations and Capital Markets) (March 5, 2025) (with Daniel Greenwood & Christina M. Sautter)

Total Governance: How Technology Is Transforming Corporate Power and Accountability, The University of Oxford, Oxford Business Law Blog (OBLB) (February 28, 2025) (with Daniel Greenwood)

How Digital Networks Are Reshaping Corporate Power, The CLS Blue Sky Blog (the Columbia Law School’s Blog on Corporations and Capital Markets) (February 4, 2025) (with Daniel Greenwood)

Millennials and GenZ’ers Have Only One Lifetime to Change the World with Their Investments, The FinReg Blog, Duke Financial Economics Center at Duke University School of Law (September 23, 2022) (with Christina M. Sautter)

How Retail Investing Improves Corporate Governance and Benefits Society, The University of Oxford, Oxford Business Law Blog (OBLB) (September 15, 2022) (with Christina M. Sautter)

How Retail Investing Improves Corporate Governance and Benefits Society, The CLS Blue Sky Blog (the Columbia Law School’s Blog on Corporations and Capital Markets) (August 31, 2022) (with Christina M. Sautter)

Is the Debate on Shareholders and Stakeholders Obsolete?, The FinReg Blog, Global Financial Markets Center at Duke University School of Law (March 28, 2022) (with Anat Alon-Beck & Christina M. Sautter) (expanded into a Forbes article)

WallStreetBets, GameStop, and the Rise of ‘Wireless’ ESG Retail Investors, Machine Lawyering Blog of the Centre for Financial Regulation and Economic Development at The Chinese University of Hong Kong, (June 14, 2021) (with Christina M. Sautter)

WallStreetBets, GameStop, and the Rise of ESG Retail Investors, The University of Oxford, Oxford Business Law Blog (OBLB) (May 19, 2021) (with Christina M. Sautter)

WallStreetBets, GameStop, and the Rise of ESG Retail Investors, The CLS Blue Sky Blog (the Columbia Law School’s Blog on Corporations and Capital Markets), (May 4, 2021) (with Christina M. Sautter)

Corporate Governance as Privately-Ordered Public Policy: A Proposal, The Harvard Law School Forum on Corporate Governance (November 21, 2017) (with Lynn Stout)

Public Engagement & Comment Letters 

Comment Letter on SEC proposed rule “Conflicts of Interest Associated with the Use of Predictive Data Analytics by Broker-Dealers and Investment Advisors,” File No. S7-12-23, filed October 9, 2023 (with Christina M. Sautter)

Recent Courses Taught