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Lucian Bebchuk

Harvard law School
1545 Mass. Ave.
Cambridge, MA 02138.
Fax: 617-812-0554


Assistant: Emily Lewis
Fax: 617-812-0721

 

 

2000-2008 Publications and Working Papers:

(All earlier publications and working papers can be downloaded from the Published Papers and the Working Papers areas on this site)

2008

Shareholder Rights and the DGCL
26 Delaware Lawyer 16-17 (2008)

2007

Investor Protection and Interest Group Politics
(with Zvika Neeman)
Harvard Law School Olin Discussion Paper No. 603, November 2007.

CEO Centrality
(with Martijn Cremers and Urs Peyer)
Harvard Law School Olin Discussion Paper No. 601, November 2007.

Consent and Exchange
(with Oren Bar-Gill)
Harvard Law School Olin Discussion Paper No. 590, July 2007.

The Myth of the Shareholder Franchise
93Virginia Law Review 675-732 (2007)
[Selected as one of the year's top 10 corporate and securities articles in the annual poll of corporate law professors and reprinted in the Corporate Practice Commentator.]
The Raben lecture on corporate law, Yale Law school.
Lecture slides
Articles about this study in Social Funds, and Wall Street Journal.
Response to this article:

Testimony before House Financial Services Committee on Shareholder Advisory Votes on Compensation

Insider Luck
Harvard Magazine, March-April 2007.

Op-Ed: Inside Jobs
Wall Street Journal, January 6, 2007.

2006

Pay Distribution in the Top Executive Team
(with Martijn Cremers & Urs Peyer)
Harvard Law School Olin Discussion Paper No. 574, December 2006.
Noted in Forbes, Mar 12, 2007.

Lucky Directors
(with Yaniv Grinstein & Urs Peyer)
Harvard Law School Olin Discussion Paper No. 573, December 2006.
Articles about the study in Social Funds, The Guardian, Associated Press, New York Times, Wall Street Journal, Washington Post, Financial Times, Investment News, Securities Law360, Red Herring, and Los Angeles Times.
Noted in USA Today, Mar 29, 2007, Forbes, Dec 18, 2006, MSNBC, Dec 18, 2006, and Houston Chronicle, Dec 18, 2006.
Powerpoint presentation

Lucky CEOs
(with Yaniv Grinstein & Urs Peyer)
Harvard Law School Olin Discussion Paper No. 566, November 2006.
Articles about the study in Social Funds, Atlanta Journal-Constitution, Associated Press, Boston Globe, New York Times, Wall Street Journal, Washington Post, Financial Times, and Los Angeles Times.
Noted in Financial Times, Dec 10, 2006, Investment News, Nov 27, 2006, The Independent, Nov 18, 2006, Houston Chronicle, Dec 14, 2006, and Houston Chronicle, Dec 9, 2006.

Federal Corporate Law: Lessons From History
(with Assaf Hamdani)
106 Columbia Law Review 1793-1839 (2006).

Letting Shareholders Set the Rules
119 Harvard Law Review 1784-1813 (2006).

The Market for Corporate Law
(with Oren Bar-Gill and Michal Barzuza)
162 Journal of Institutional and Theoretical Economics 134-171 (2006).

One-Sided Contracts in competitive Consumer Markets
(with Richard A. Posner)
104 Michigan Law Review 827-836 (2006).

On the Validity of Poison Pill By-laws
(with Jay W. Eisenhofer, Stuart M. Grant, Michael J. Barry, and P. Bradford deLeeuw)
Working Draft, June 2006.

Comments on the proposed rules concerning the disclosure of executive compensation
(with Jesse Fried and Robert Jackson Jr.)
Article in SEC Today about the Filed Comments

Director Liability
(with Joseph Bachelder, Roel Campos, Byron Georgiou, Alan Hevesi, William Lerach, Robert Mendelsohn, Robert Monks, Toby Myerson, John Olson, Leo Strine, and John Wilcox)
31 Delaware Journal of Corporate Law 1011-1045 (2006).

Op-Ed: 'Lucky' Grants Point to a Deeper Governance Malaise
(with Urs Peyer)
Financial Times, December 18, 2006.

Op-Ed: The Compensation Game
(with Rakesh Khurana)
Harvard Business School Working Knowledge, August 30, 2006.

Op-Ed: Investors Must Have Power, Not Just Figures on Pay
Financial Times, July 27, 2006.

Op-Ed: The SEC: Beyond Disclosure
Forbes, January 19, 2006.

Op-Ed: How Much Does the Boss Make?
Wall Street Journal, January 18, 2006.

2005

Firm Expansion and CEO Pay
(with Yaniv Grinstein)
Harvard Law School Olin Discussion Paper No. 533, November 2005.

A Political Economy Model of Investor Protection
(with Zvika Neeman)
Incomplete Working Draft, July 2005.

The Costs of Entrenched Boards
(with Alma Cohen)
78 Journal of Financial Economics 409-433 (2005)
Data on staggered boards 1990-2002
Articles about the study in The Economist, NBER Digest, Wall Street Journal Online, Social Funds.
Study noted in HedgeWorld Daily News, Feb. 9, 2006.

The Case for Increasing Shareholder Power
118 Harvard Law Review 833-917 (2005).
Article about the study in Pensions and Investments.
Study noted in SocialFunds.com, Feb. 18, 2005.

Pay without Performance: Overview of the Issues
(with Jesse Fried)
30 Journal of Corporation Law 647-673 (2005).,
17 Journal of Applied Corporate Finance 8-22 (2005).,
February Academy of Management Perspectives 5-24 (2006).
[Reprinted (translated into Mandarin) in 13 Tsinghua Commercial Law Review 2: 119-225 (2007). PDF file]

The Growth of Executive Pay
(with Yaniv Grinstein)
21 Oxford Review of Economic Policy 283-303 (2005).
Figures from this paper
Article about the study in Daily Report, SEC Today.
Study noted in Forbes, May 19, 2008, The Christian Science Monitor, Jan. 4, 2007, Washington Post, Dec. 22, 2006, The Journal Times Online, Jun. 22, 2006, The Capital (Annapolis, MD), Apr. 10, 2006, New York Times, Mar. 5, 2006, National Post, Feb. 18, 2006, New Yorker, Feb. 6, 2006, Investment News, Jan. 23, 2006, The Record, Jan. 17, 2006, New York Times, Jan. 11, 2006, Wall Street Journal, Jan. 11, 2006, New York Times, Jan. 5, 2006, New York Times, Jan. 3, 2006, Frankfurter Allgemeninen Sonntagszeitung, May 15, 2005, The Providence Journal, May 10, 2005, Time Magazine, the US Congress Hearings, Apr. 21, 2005, Washington Post, Apr. 13, 2005, Barron's, Apr. 4, 2005, Washington Post, Mar. 22, 2005, New York Times, Mar. 21, 2005, and The Los Angeles Times, Feb. 6, 2005.

Executive Pensions
(with Robert Jackson)
30 Journal of Corporation Law 823-855 (2005).
Articles about this study in MSNBC, The Economist, New York Law Journal, Board Alert, St. Louis Post-Dispatch
Study noted in MarketWatch, Apr. 13, 2006, MarketWatch, Mar. 3, 2006, BusinessWeek, Feb. 6, 2006, Manifest-I Feb. 2, 2006, Economist, Jan. 19, 2006, FACTS, May 4, 2005, Atlanta Journal-Constitution, May 10, 2005, Baltimore Sun, May 15, 2005, Pioneer Press, May 22, 2005, and Wall Street Journal, Jul. 13, 2005.

The Business Roundtable's Untenable Case Against Shareholder Access
55 Case Western Reserve Law Review Issue 3, 557-568 (2005)
Forthcoming, Shareholder Access to the Ballot (L. Bebchuk, ed., 2005)

Executive Compensation at Fannie Mae: A Case Study of Perverse Incentives, Nonperformance Pay, and Camouflage
(with Jesse Fried)
30 Journal of Corporation Law 807-822 (2005).
Article about the study in Washington Post, and SEC Today.
Study noted in Washington Post, May 10, 2005, and Boston Globe.

Amicus Brief of Harvard Law School Faculty in the case of AFSCME vs. AIG

Op-Ed: What Corporate-Governance Reforms are Still Necessary?
Optimize Magazine, April 2005

Op-Ed: What's $13 Million Among Friends?
New York Times, January 17, 2005

Op-Ed: The Disney Verdict and the Protection of Investors
Financial Times, August 11, 2005.

2004

Pay without Performance: The Unfulfilled Promise of Executive Compensation
(with Jesse Fried)
Harvard University Press, Nov. 2004

What Matters in Corporate Governance?
Forthcoming, Review of Financial Studies (with Alma Cohen and Allen Ferrell)
Data on the Entrenchment Index 1990-2004
Articles about the study in Orange County Business Journal, Business Week, Dow Jones Wireservices, Board Alert, Pensions and Investments, TheStreet.com.
Study noted in CSRWire, Mar. 10, 2005.

Stealth Compensation via Retirement Benefits
(with Jesse Fried)
1 Berkeley Business Law Journal 291-326 (2004)
Study noted in Business Week, September 24, 2004.

Designing a Shareholder Access Rule
12 Corporate Advisor Governance 28-32 (2004).

2003

Firms' Decisions Where to Incorporate
(with Alma Cohen)
46 Journal of Law and Economics 383-425 (2003)
Data on State Antitakeover Index 1986-2001

The Case for Shareholder Access to the Ballot
59 The Business Lawyer 43-66 (2003)
[Reprinted in After Enron: Improving Corporate Law and Modernizing Securities Regulation in Europe and the US, (Armour and McCahery, eds., 2006).]
Noted in The Economist Apr. 29, 2004.

Executive Compensation as an Agency Problem
(with Jesse M. Fried)
17 Journal of Economic Perspectives 71-92 (2003)
[Reprinted in Hebrew Translation in A\4 Taagidim Law Review (2004) 3.]
PDF file

Why Firms Adopt Antitakeover Arrangements
152 University of Pennsylvania Law Review 713-753 (2003).

Symposium on Corporate Elections
(Lucian Bebchuk, editor), 11/2003
Harvard Olin Discussion Paper No. 448

The Trouble With Staggered Boards: A Reply to Georgeson's John Wilcox
 (with John C. Coates IV and Guhan Subramanian)
11 Corporate Governance Advisor 17-19 (2003)

Making Directors Accountable
Harvard Magazine Forum, Nov-Dec., 2003.

Improving Executive Compensation
(with Jesse Fried)
TIAA-CREF Investment Forum, June 2003

Op-Ed: Why Shareholders Must Have More Power
Financial Times, October 22, 2003

Op-Ed: Not-So-Fierce Rivalry
(with Alma Cohen)
The Daily Deal, January 31, 2003.

2002

Misreporting Corporate Performance
(with Oren Bar-Gill)
Harvard Olin Discussion Paper No. 400 (2002)

The Powerful Antitakeover Force of Staggered Boards: Further Findings and a Reply to Symposium Participants
(with John Coates IV and Guhan Subramanian)
[Selected as one of the year's top 10 corporate and securities articles in the annual poll of the Corporate Practice Commentator.]
55 Stanford Law Review 885-917 (2002)
Abstract Only
Noted in NBER Digest
This paper responds to a series of responses to our earlier study of staggered boards by: Steve Bainbridge, Mark Gordon, Patrick McGurn, Lynn Stout, and Leo Strine.

Asymmetric Information and the Choice of Corporate Governance Arrangements
Harvard Olin Discussion Paper No. 398

Vigorous Race or Leisurely Walk: Reconsidering the Competition Over Corporate Charters
(with Assaf Hamdani)
Harvard Law School Press Release
112 Yale Law Journal 553-615 (2002)

Managerial Power and Rent Extraction in the Design of Executive Compensation
(with Jesse Fried and David Walker)
[Selected as one of the year's top 10 corporate and securities articles, in the annual poll of the Corporate Practice Commentator.]
69 University of Chicago Law Review 751-846 (2002)
Earlier circulated as "Executive Compensation in America: Optimal Contracting or Extraction of Rents?"
Articles about the study The New York Times (Paul Krugman's column), Economist, Financial Times, Washington Post, Washingtom Post II (Robert Samuelson), US News and World Report.
Critique in The Wall Street Journal.

Does the Evidence Favor State Competition in Corporate Law?
(with Alma Cohen and Allen Ferrell)
[Selected as one of the year's top 10 corporate and securities articles in the annual poll of the Corporate Practice Commentator and reprinted in Corporate Practice Commentator, Vol. 45, No. 1 (R Thompson, ed., 2003-2004).]
90 California Law Review 1775-1821 (2002)

The Case Against Board Veto in Corporate Takeovers
69 University of Chicago Law Review 973-1035 (2002)

The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence & Policy
(with John Coates IV and Guhan Subramanian)
[Selected as one of the year's top 10 corporate and securities articles in the annual poll of the Corporate Practice Commentator and reprinted in Classics in Corporate Law and Economics, (J. Macey, ed., Edward Elgar Publishing, forthcoming 2008).]
54 Stanford Law Review 887-951 (2002)
Article about the study in Wall Street Journal

The Questionable Case for Using Auctions to Select Lead Counsel
Symposium on Litigation,
80 Washington University Law Quarterly 889-899 (2002)

On Takeover Law and Regulatory Competition
(with Allen Ferrell)
57 Business Lawyer 1047-1068 (2002)

Ex Ante Costs of Violating, Absolute Priority in Bankruptcy
57 Journal of Finance 445-460 (2002)

Ex Ante Investments and Ex Post Externalities
Harvard Olin Discussion Paper No. 397, 2002

Op-Ed: A Threat to Dual Class Shares
(with Oliver Hart)
Financial Times, May 31, 2002

Op-Ed: Settling For Less
The New York Times, December 27, 2002.

2001

Property Rights and Liability Rules: The Ex Ante View of the Cathedral
100 Michigan Law Review 601-639 (2001)

Executive Compensation in America: Optimal Contracting or Extraction of Rents?
(with Jesse Fried and David Walker)
Harvard Olin Discussion Paper No. 366
Revised as "Managerial Power and Rent Extraction in the Design of Executive Compensation,"
69 University of Chicago Law Review 751-846 (2002)

Takeover Bids vs. Proxy Fights in Contests for Corporate Control
(with Oliver Hart)
Harvard Olin Discussion Paper No. 336 (2001)
NBER Working Paper No. 8633

Federal Intervention to Enhance Shareholder Choice
 (with Allen Ferrell)
87 Virginia Law Review 993-1006 (2001)

Federalism and Takeover Law: The Race to Protect Managers From Takeovers
(with Allen Ferrell)
In Regulatory Competition and Economic Integration
(D. Esty and D. Geradin, ed., Oxford University Press) 68-94 (2001).

A New Approach To Valuing Secured Claims In Bankruptcy
(with Jesse M. Fried)
114 Harvard Law Review 2386-2436 (2001)

Pre-Contractual Reliance
(with Omri Ben-Shahar) 30 Journal of Legal Studies 423-457 (2001)

A New Approach to Takeover Law and Regulatory Competition
(with Allen Ferrell) 87 Virginia Law Review 111-164 (2001)

The Overlooked Corporate Finance Problems of a Microsoft Breakup
(with David Walker)
56 The Business Lawyer 459-481 (2001)
[Translated into Spanish and published in 11 Advocatus 9-28 (2004 - II).]

2000

A Hard Division
(with David Walker)
Legal Times, Nov. 20, 2000

Breaking Up is Hard to Do
(with David Walker)
The Financial Times, Oct. 4, p.13, 2000

Stock Pyramids, Cross-ownership, and Dual Class Equity
(with Reinier Kraakman and George Triantis)
In Concentrated Corporate Ownership (R. Morck, ed.)
295-315 (2000)
Earlier issued as:
NBER Working Paper No. 6951 (1999)

Adverse Selection and Gains to Controllers in Corporate Freezeouts
(with Marcel Kahan)
In Concentrated Corporate Ownership (R.Morck, ed.)
247-259 (2000)
Earlier issued as:
'The "Lemon Effect" in Corporate Freeze-Outs'
NBER Working Paper No. 6938 (1999)

Corporate Ownership Structures: Private Versus Social Optimality
(with Luigi Zingales)
In Concentrated Corporate Ownership 55-75 (2000)
Earlier issued as:
NBER Working Paper No. 5584 (1996)

Using Options to Divide Value in Corporate Bankruptcy
44 European Economic Review 829-843 (2000)
Earlier issued as:
NBER Working Paper No. 7614 (1999)

Suits with Negative Expected Value
3 The New Palgrave Dictionary of Economics and the Law 551-554 (1998)
(University of Chicago Press, 2000)