Enter Search terms below and press Go

Lucian Bebchuk
Download hi-res photo

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


Assistant: Amy Hennarichs
Phone: 617-496-2099
Fax: 617-812-0721

 

 

2000-2014 Publications and Working Papers:

(All earlier publications, working papers, and op-eds can be downloaded from
the Published Papers, Working Papers and Op-Eds areas on this site)

2014 and Forthcoming

Toward a Constitutional Review of the Poison Pill
(with Robert J. Jackson, Jr.)
Forthcoming, Columbia Law Review, Volume 114, 2014.
Media coverage: M&A Law Prof Blog (Brian JM Quinn), Bloomberg View (Matt Levine), American Lawyer (Hilary Johnson), American Lawyer (Hilary Johnson), Wall Street Journal (Ronald Barusch).

Rethinking Basic
(with Allen Ferrell)
69 The Business Lawyer 671-697 (2014).
Harvard Law School Olin Discussion Paper No. 764, December 2013.
Media coverage: SSRN Blog, SCOTUSblog (Amanda Frost), Business Law Prof Blog (Stefan J. Padfield).

Toward Board Declassification in 100 S&P 500 and Fortune 500 Companies:
Report of the SRP for the 2012 and 2013 Proxy Seasons

(with Scott Hirst and June Rhee)

Golden Parachutes and the Wealth of Shareholders
(with Alma Cohen and Charles C.Y. Wang)
25 Journal of Corporate Finance 140-154 (2014).
Harvard Law School Olin Discussion Paper No. 683, December 2010.
Article about the study in U.S News and World Report.

The Long-Term Effects of Hedge Fund Activism
(with Alon Brav and Wei Jiang)
Forthcoming, Columbia Law Review, Volume 114, December 2014.
Working Draft, July 2013.
Wall Street Journal op-ed about the study.
Critiques by Wachtell Lipton: Current Thoughts About Activism, The Bebchuk Syllogism, Empiricism and Experience; Activism and Short-Termism; the Real World of Business.
Responses by Bebchuk, Brav, and Jiang: Donít Run Away from the Evidence: A Reply to Wachtell Lipton, Still Running Away from the Evidence: A Reply to Wachtell Liptonís Review of Empirical Work.
Media coverage: Wall Street Journal (Justin Lahart), Wall Street Journal (Gregory Millman), Wall Street Journal (Maxwell Murphy and Emily Chasan), Wall Street Journal (Gregory Millman), Wall Street Journal (Gregory Millman), Wall Street Journal (Dennis K. Berman), WSJ op-ed (Carl Icahn), New York Times DealBook (Steven M. Davidoff), New York Times DealBook (Michael J. de la Merced and Julie Creswell), Harvard Business Review (Justin Fox), Harvard Business Review (Bill George and Jay W. Lorsch), The Economist, The Economist, Bloomberg editorial, Bloomberg View (Matt Levine), Thomson Reuters (James Saft), Thomson Reuters (James Saft), Reuters Breakingviews (video), Reuters Breakingviews (Richard Beales), Time (Rana Foroohar), CNBC (John Carney), CNBC (Lawrence Delevingne), CNBC (Transcript), Fox Business (Matt Egan), Forbes (Robert Lenzner), Fortune (Lauren Silva Laughlin), Globe and Mail (Finn Poschmann), Barron's (Avi Salzman), Baseline Scenario (James Kwak), Dealbreaker (Matt Levine), The Conglomerate (David Zaring), The Conglomerate (David Zaring), The Conglomerate (David Zaring), M&A Law Prof Blog (Brian JM Quinn), DealLawyers (Broc Romanek), Laurel Hill (W. J. Catacosinos), Haaretz (Eytan Avriel), CFO Magazine (Keith Button), Berman DeValerio.

2013

Pre-Disclosure Accumulations by Activist Investors: Evidence and Policy
(with Alon Brav, Robert J. Jackson, Jr. and Wei Jiang)
39 Journal of Corporation Law 1-34 (2013).
Media coverage: Wall Street Journal, Dealbreaker.

The Myth that Insulating Boards Serves Long-Term Value
113 Columbia Law Review 1637-1694 (2013).
Harvard Law School Olin Discussion Paper No. 755, October 2013.
A response article in the Columbia Law Review by Chief Justice Leo Strine.
Media coverage: aiCIO, Thomson Reuters, Baseline Scenario, Thomson Reuters, American Lawyer.

Shining Light on Corporate Political Spending
(with Robert J. Jackson, Jr.)
101Georgetown Law Journal 923-967 (2013).
Harvard Law School Olin Discussion Paper No. 728, September 2012.
[Reprinted in 55 Corporate Practice Commentator 4 (2014)]
Media coverage: Businessweek.

Learning and the Disappearing Association between Governance and Returns
(with Alma Cohen and Charles C.Y. Wang)
108 Journal of Financial Economics 323-348 (2013).
Harvard Law School Olin Discussion Paper No. 667, April 2010.
Won the 2013 IRRCi prize for best academic paper
Media coverage: Economist, Financial Times, Wall Street Journal SmartMoney, Corporate Board Member , CorpGov.net.

2012

The Law and Economics of Blockholder Disclosure
(with Robert J. Jackson Jr.)
2 Harvard Business Law Review 40-60 (2012).
Harvard Law School Olin Discussion Paper No. 702, July 2011.
Media coverage: Bloomberg View.
Presentation slides

Negative-Expected-Value Suits
(with Alon Klement)
Procedural Law and Economics (Chris Sanchirico, ed., 2012).
Harvard Law School Olin Discussion Paper No. 656, December 2009.

2011

Staggered Boards and the Wealth of Shareholders:
Evidence from Two Natural Experiments

(with Alma Cohen and Charles C.Y. Wang)
Harvard Law School Olin Discussion Paper No. 697, June 2011.
Media coverage: New York Times DealBook, Thomson Reuters.

Self-Fulfilling Credit Market Freezes
(with Itay Goldstein)
24 Review of Financial Studies 3519-3555 (2011).
Harvard Law and Economics Discussion Paper No. 623, December 2008.
Won the 2011 Marshall Blume Prize in Financial Research
Media coverage: Forbes.

The CEO Pay Slice
(with Martijn Cremers and Urs Peyer)
102 Journal of Financial Economics 199-221 (2011).
Harvard Law School Olin Discussion Paper No. 679, September 2010.
Media coverage: Wall Street Journal, Huffington Post, CBS MoneyWatch, BNET, Reuters, Governance Notes, Finance Professor, The Faster Times, Irish Law Forum, Jason Apollo Voss, Zethics's Blog, Toro's Market Blog, Naked Capitalism.

2010

Golden Parachutes and the Wealth of Shareholders
(with Alma Cohen and Charles C.Y. Wang)
Harvard Law School Olin Discussion Paper No. 683, December 2010.
Blog post about the study at: Baseline Scenario.

How to Fix Bankersí Pay
139 Daedalus 52-60 (2010).
Harvard Law School Olin Discussion Paper No. 677, September 2010.
Christian Science Monitor article about the study

Corporate Political Speech: Who Decides?
(with Robert J. Jackson, Jr.)
124 Harvard Law Review 83-117 (2010).
Harvard Law School Olin Discussion Paper No. 676, September 2010.

Bundling and Entrenchment
(with Ehud Kamar)
123 Harvard Law Review 1551-1595 (2010).
Harvard Law School Olin Discussion Paper No. 659, January 2010.
[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.]
Article in Securities Regulation & Law Report.

Investor Protection and Interest Group Politics
(with Zvika Neeman)
23 Review of Financial Studies 1089-1119 (2010).

Private Ordering and the Proxy Access Debate
(with Scott Hirst)
65 The Business Lawyer 329–360 (2010).
Harvard Law and Economics Discussion Paper No. 653, November 2009.

Paying for Long-Term Performance
(with Jesse Fried)
158 University of Pennsylvania Law Review 1915-1960 (2010).
Harvard Law School Olin Discussion Paper No. 658, December 2009.

The Wages of Failure:
Executive Compensation at Bear Stearns and Lehman 2000-2008

(with Alma Cohen and Holger Spamann)
27 Yale Journal on Regulation 257-282 (2010).
Harvard Law and Economics Discussion Paper No. 657, December 2009.
Articles about the study in: New York Times, Wall Street Journal, Boston Globe, Bloomberg, New York Review of Books, Baltimore Sun, SmartMoney, Risk Magazine, Harvard Crimson, CNN Money, and Financial Times.
Blog posts about the study at: Wall Street Journal, Baseline Scenario, The Huffington Post, CBS News, Reuters, Naked Capitalism, Dealscape, Daily Kos, The Corporate Library, The Conference Board, St. Louis Post-Dispatch, LiveMint, Dealbreaker, Air America, AlterNet, Too Much, Muckety, The Confluence, The Economic Populist, SurlyTrader, The Big Picture, Relax Your Jaw and Creative Destruction, The Center for Public Integrity.
TV coverage about the study on: NBC’s Today Show.
Financial Times op-ed about the study.
Frank Rich op-ed in the New York Times.

Consent and Exchange
(with Oren Bar-Gill)
39 Journal of Legal Studies 375-397 (2010).

Lucky CEOs and Lucky Directors
(with Yaniv Grinstein and Urs Peyer)
65 Journal of Finance 2363-2401(2010).

The State of Corporate Governance Research
(with Michael S. Weisbach)
23 Review of Financial Studies 939-961 (2010).

The Harvard Law School Proxy Access Roundtable
(Lucian Bebchuk and Scott Hirst, editors)
Harvard Law School Olin Discussion Paper No. 661, January 2010.

Regulating Bankers' Pay
(with Holger Spamann)
98 Georgetown Law Journal 247-287 (2010).
[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.]
Noted in New Republic, June 24, 2009, Seeking Alpha, July 1, 2009, and The Deal, August 27, 2009.
Blog posts noting this paper: The Conglomerate, Baseline Scenario and Business Law Professor.

2009

Buying Troubled Assets
26 Yale Journal on Regulation 343-358 (2009).

The Elusive Quest For Global Governance Standards
(with Assaf Hamdani)
157 University of Pennsylvania Law Review 1263-1317 (2009).
Reviewed in the Florida SBA Annual Report

How To Make TARP II Work
Harvard Law and Economics Discussion Paper No. 626, February 2009.
WSJ.com article about this study
Financial Times column about the study
Associated Press story about the study

What Matters in Corporate Governance?
(with Alma Cohen and Allen Ferrell)
22 Review of Financial Studies 783-827 (2009).
Data on the Entrenchment Index 1990-2006
List of over 150 studies using the entrenchment index
Articles about the study in Bloomberg, Business Week, Dow Jones Wireservices, Board Alert, Pensions and Investments, TheStreet.com, UNEP Finance Initiative and Orange County Business Journal.

2008

Unfreezing Credit Markets
Harvard Law and Economics Discussion Paper No. 622, December 2008.
Interview about this paper with WSJ online.

A Better Plan for Addressing the Financial Crisis
5 The Economists' Voice, Issue 5, Article 6 (2008).
[Reprinted in 12 Wall Street Lawyer 10 (2008)]
[Reprinted in The Economists' Voice 2.0 (Edlin and Stiglitz, eds., 2012)]

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

2007

CEO Centrality
(with Martijn Cremers and Urs Peyer)
Harvard Law School Olin Discussion Paper No. 601, November 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.]
One of the five most-cited law review articles in 2007 (in all legal fields) according to 110(8) Michigan Law Review 1483-1520 (2012).
The Raben lecture on corporate law, Yale Law school.
Lecture slides
Articles about this study in Social Funds, Wall Street Journal, and Pensions & Investments.

Response to this article:

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

Insider Luck
Harvard Magazine, March-April 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)
[Reprinted (translated into Spanish) in 57 Themis Law Review (2010)].

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).

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
One of the five most-cited law review articles in 2005 (in all legal fields) according to 110(8) Michigan Law Review 1483-1520 (2012).
[Reprinted in Foundations of Corporate Law, 2nd ed., (Romano, ed., 2010).]

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 in The History of Modern U.S. Corporate Governance (Brian R. Cheffins, ed., 2011).]
[Reprinted in Foundations of Corporate Law, 2nd ed., (Romano, ed., 2010).]
[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 The New Republic: A Journal of Politics and the Arts, Daily Report, SEC Today, Washington Post, The Economist.
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

2004

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

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 The Economic Nature of the Firm: A Reader, 3rd ed., (Putterman and Kroszner, eds., 2009).]
[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

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)
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)
[Reprinted in Corporate Governance Law, Theory and Policy, (T. Joo, ed., Carolina Academic Press), 380 (2004).]

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)
[Reprinted in The Law and Economics of Mergers and Acquisitions (Steven M. Davidoff and Claire A. Hill, ed., forthcoming 2013).]
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)
[Reprinted in Economics of Bankruptcy (Edward R. Morrison, ed., forthcoming).]

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

2001

Property Rights and Liability Rules: The Ex Ante View of the Cathedral
100 Michigan Law Review 601-639 (2001)
Reprinted in The Economics of Remedies (Ariel Porat, ed., forthcoming 2012).

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)