Published Papers
2008
Shareholder Rights and the DGCL
26 Delaware Lawyer 16-17 (2008)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, Nov. 2005.
Lecture slides
Articles about this study in Social Funds, and Wall Street Journal
Response to this article:
- Martin Lipton and William Savitt, The Many Myths Of Lucian Bebchuk
- Lynn Stout, The Mythical Benefits Of Shareholder Control
- E. Norman Veasey, The Stockholder Franchise Is Not A Myth: A Response To Professor Bebchuk
- Jonathan Macey, Too Many Notes And Not Enough Votes: Lucian Bebchuk And Emperor Joseph II Kvetch About Contested Director Elections And Mozart's Seraglio
- John Olson, Professor Bebchuk's Brave New World: A Reply To "The Myth Of The Shareholder Franchise"
Testimony before House Financial Services Committee on Shareholder Advisory Votes on Compensation
Insider Luck
Harvard Magazine, March-April 2007.2006
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).
[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.]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).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).Symposium on 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
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]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.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).
Articles about this study in: Washington Post, and SEC Today
Study noted in Washington Post, May 10, 2005, and in the Boston Globe.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 Growth of Executive Pay
(with Yaniv Grinstein)
21 Oxford Review of Economic Policy 283-303 (2005).
Figures from this paper
Articles about the study in Daily Report, and 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.The Case for Increasing Shareholder Power
118 Harvard Law Review 833-914 (2005).
[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 about the study in Pensions and Investments
Study noted in SocialFunds.com, Feb. 18, 2005.What Corporate-Governance Reforms are Still Necessary?
Optimize Magazine April 2005What's $13 Million Among Friends?
New York Times January 17, 20052004
Stealth Compensation via Retirement Benefits
(with Jesse Fried)
1 Berkeley Business Law Journal 291-326 (2004).Designing a Shareholder Access Rule
12 Corporate Advisor Governance 28-32 (2004).2003
Why Firms Adopt Antitakeover Arrangements
152 University of Pennsylvania Law Review 713-753 (2003).Firms' Decisions Where to Incorporate
(with Alma Cohen)
46 Journal of Law and Economics 383-425 (2003)
[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.]
Data on State Antitakeover Index 1986-2001The 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.Making Directors Accountable
Harvard Magazine Forum,Nov.-Dec., 2003.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.]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)Improving executive Compensation
(with Jesse Fried)
TIAA-CREF Investment Forum, June 2003Not-So-Fierce Rivalry
(with Alma Cohen)
The Daily Deal, January 31, 2003.2002
Settling For Less
Op-Ed The New York Times, December 27, 2002.The Questionable Case for Using Auctions
to Select Lead Counsel
Symposium on Litigation
80 Washington University Law Quarterly 889-899 (2002)
Abstract OnlyVigorous Race or Leisurely Walk: Reconsidering the Competition Over Corporate Charters
(with Assaf Hamdani)
Harvard Press Release
112 Yale Law Journal 553-615 (2002)
Abstract OnlyOn Takeover Law and Regulatory Competition
(with Allen Ferrell)
57 Business Lawyer 1047-1068 (2002)
Abstract OnlyThe 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 corporate law professors and reprinted in 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.The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence & Policy
(with John Coates IV and Guhan Subramanian)
54 Stanford Law Review 887-951 (2002)
Article about the study in Wall Street Journal
[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 and reprinted in Classics in Corporate Law and Economics, (J. Macey, ed., Edward Elgar Publishing, forthcoming 2008).]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 corporate law professors and reprinted in the Corporate Practice Commentator, Vol. 45, No. 1 (R Thompson, ed., 2003-2004).]
90 California Law Review 1775-1821 (2002)
Abstract OnlyThe Case Against Board Veto in Corporate Takeovers
69 University of Chicago Law Review 973-1035 (2002)
Abstract OnlyManagerial Power and Rent Extraction in the Design of Executive Compensation
(with Jesse Fried and David Walker)
69 University of Chicago Law Review 751-846 (2002)
Earlier circulated as "Executive Compensation in America: Optimal Contracting or Extraction of Rents?"
Abstract Only
[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.]
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.Ex Ante Costs of Violating Absolute Priority in Bankruptcy
57 Journal of Finance 445-460 (2002)
Abstract OnlyA Threat to Dual Class Shares
(with Oliver Hart)
Op-Ed Financial Times, May 31, 2002
Optimal Defaults For Corporate Law Evolution
(With Assaf Hamdani)
96 Northwestern Law Review 489-520 (2002)
Abstract Only2001
Property Rights and Liability Rules: The Ex Ante View of the Cathedral
100 Michigan Law Review 601-639 (2001)
Abstract OnlyFederal Intervention to Enhance Shareholder Choice
(with Allen Ferrell)
87 Virginia Law Review 993-1006 (2001)A New Approach To Valuing Secured Claims In Bankruptcy
(with Jesse M. Fried)
114 Harvard Law Review 2386-2436 (2001)
Abstract OnlyPre-Contractural Reliance
2001. (with Ben-Shahar)
30 Journal of Legal Studies 423-457 (2001)
Most recent version (PDF 146KB): Harvard Olin Discussion paper No. 319 (2001)
Abstract OnlyA New Approach to Takeover Law and Regulatory Competition
(with Allen Ferrell)
87 Virginia Law Review 111-164 (2001)
Abstract OnlyFederalism 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).
Abstract OnlyThe Overlooked Corporate Finance Problems of a Microsoft Breakup
(with David Walker)
56 The Business Lawyer 459-481 (2001)
Abstract Only
[Translated into Spanish and published in 11 Advocatus 9-28 (2004 - II).]2000
Suits with Negative Expected Value
In The New Palgrave Dictionary of Economics and the Law
551 (University of Chicago Press, 2000).Using Options to Divide Value in Corporate Bankruptcy
44 European Economic Review 829-843 (2000)
Abstract OnlyStock Pyramids, Cross-ownership, and Dual Class Equity
(with Reinier Kraakman and George Triantis)
In Concentrated Corporate Ownership (R. Morck, ed.)
295-315 (2000)
Abstract OnlyAdverse Selection and Gains to Controllers in Corporate Freezeouts
(with Marcel Kahan)
In Concentrated Corporate Ownership (R.Morck, ed.)
247-259 (2000)Ownership Structures and the Decision to Go Public
(with Luigi Zingales)
In Concentrated Corporate Ownership 55-75 (2000)A Hard Division
(with David Walker)
Legal Times, Nov. 20, 2000Breaking Up is Hard to Do
(with David Walker)
The Financial Times, Oct. 4, p.13, 20001999
The Effect of Offer-of-Settlement Rules on the Terms of Settlement
(with Howard Chang)
28 Journal of Legal Studies 489-513 (1999)
Abstract OnlyA Theory of Path Dependence in Corporate Ownership and Governance
(with Mark Roe)
52 Stanford Law Review 775-808 (1999)
Abstract Only
[Reprinted (translated into Mandarin) in Shangshifa Lunji (Commercial Law Review, 2006).]Managerial Value Diversion and Shareholder Wealth
(with C. Jolls)
15 The Journal of Law, Economics, and Organization 487-502 (1999)
Abstract OnlyDamage Measures for Inadvertant Breach of Contract
(with I. P'ng)
19 International Review of Law and Economics 319-331 (1999)
Abstract OnlyFederalism and Takeover Law: The Race to Protect Managers from Takeovers
(with A. Ferrell)
99 Columbia Law Review 1168-1199 (1999)
Abstract Only
[Reprinted in Regulatory Competition and Economic Integration (D. Esty and D. Geradin, ed., Oxford University Press), 68-94 (2001).]An Economic Analysis of Transnational Bankruptcies
(with A. Guzman)
42 The Journal of Law and Economics 775-808 (1999)
Abstract OnlyReconsidering Contractual Liability and the Incentive to Reveal Information
(with S. Shavell)
51 Stanford Law Review 1615-1627 (1999)
Abstract Only1998
Chapter 11
in The New Palgrave Dictionary of Economics and the Law 219-224 (1998).
Abstract OnlyNegative Expected Value Suits
in The New Palgrave Dictionary of Economics and the Law 551-554 (1998).1997
The Uneasy Case for the Priority of Secured Claims in Bankruptcy: Further Thoughts and a Reply to Critics
(with J. Fried)
82 Cornell Law Review 1279-1348 (1997).
Abstract Only1996
How Would You Like to Pay for That? The Strategic Effects of Fee Arrangements on Settlement Terms
(with A. Guzman).
1 Harvard Negotiation Law Review 53-63 (1996)Concentration in the Israeli Economy and Bank Investment in Nonfinancial Companies
(with L. Kaplow and J. Fried)
43 The Economic Quarterly (1996).The Uneasy Case for the Priority of Secured Claims in Bankruptcy
(with J. Fried)
105 The Yale Law Journal 857-934 (1996)
Abstract OnlyA New Theory Concerning the Credibility and Success of Threats to Sue
25 Journal of Legal Studies 1-25 (1996)
Abstract OnlyAn Analysis of Fee-Shifting Based on the Margin of Victory: On Frivolous Suits, Meritorious Suits, and the Role of Rule 11
(with H. Chang)
XXV Journal of Legal Studies 371-403 (1996)
Abstract Only1994
Efficient and Inefficient Sales of Corporate Control
109 Quarterly Journal of Economics 957-993 (1994).
Abstract OnlyThe Effects of Insider Trading on Insiders' Choice Among Risky Investment Projects
(with C. Fershtman)
29 Journal of Financial and Quantitative Analysis 1-14 (1994)1993
The Effects of Insider Trading on Insiders' Effort in Good and Bad Times
(with C. Fershtman)
9 European Journal of Political Economy 469-481 (1993)Optimal Sanctions and Differences in Individuals' Likelihood of Avoiding Detection
(with L. Kaplow)
13 International Review of Law and Economics 217-224 (1993)
Abstract OnlyDo Short-Term Managerial Objectives Lead to Under- or Over-Investment in Long-Term Projects?
(with L. Stole)
48 Journal of Finance 719-729 (1993)
Abstract Only1992
Optimal Sanctions When Individuals are Imperfectly Informed About the Probability of Apprehension
(with L. Kaplow)
21 Journal of Legal Studies 365-370 (1992)Bargaining and the Division of Value in Corporate Reorganization
(with H. Chang)
8 Journal of Law, Economics, and Organization 253-279 (1992)
Abstract OnlyFederalism and the Corporation: The Desirable Limits on State Competition in Corporate Law
105 Harvard Law Review 1435-1510 (1992).
[Reprinted in Company Law, (New York University Press, 1993), edited by Sally Wheeler, University of Nottingham, England, pp. 241-314). Reprinted (translated into Japanese) in 50 Ryvdai Law Review, 1993). Reprinted in Economics of Federalism Volume II, (Edward Elgar Publishing, 2007), edited by Bruce H. Kobayashi and Larry E. Ribstein, 338-413.]
Abstract Only1991
Information and the Scope of Liability for Breach of Contract: The Rule of Hadley v. Baxendale
(with S. Shavell)
7 Journal of Law, Economics, and Organization 284-312 (1991).
[Reprinted in Economics of Contract Law (D. Baird, ed., Edward Elgar Publishing, 2007).]
Abstract Only1990
A Framework for Analyzing Legal Policy Toward Proxy Contests
(with M. Kahan)
78 California Law Review 1071-1136 (1990).
Abstract Only1989
The Debate on Contractual Freedom in Corporate Law
89 Columbia Law Review, 1395-1415 (1989).
[Reprinted (translated into Japanese) in 7 Sapporo Gakvin Law Review 89-118 (1991); and in 32 Corporate Practice Commentator 425-446 (1990), (F. Hodge O'Neal, ed.).]Takeover Bids below the Expected Value of Minority Shares
24 Journal of Financial and Quantitative Analysis 171-184 (1989).
Abstract OnlyLimiting Contractual Freedom in Corporate Law: the Desirable Constraints on Charter Amendments
102 Harvard Law Review 1820-1860 (1989).
Abstract OnlyFairness in Opinions: How Fair Are They and What Can Be Done About It?
(with M. Kahan)
Duke Law Journal 27-53 (1989).
[Reprinted (translated int German) in Fairness Opinion - Grundlagen und Anwendung (W. Essler, S. Lobe, and K. Röder, ed., Schäffer-Poeschel, 2008).]1988
Corporate Acquisitions
(with U. Procaccia)
13 University of Tel-Aviv Law Review 71 (1988).Suing Solely to Extract a Settlement Offer
17 Journal of Legal Studies 437-450 (1988).A New Approach to Corporate Reorganization
101 Harvard Law Review 775 804 (1988).
[Reprinted in The Economics of Corporate and Capital Markets Law (L. Bebchuk, ed., Cambridge University Press, 1990); in 2 The Korea Forum on International Trade and Business Law, 1993 (in Korean); and in Corporate Bankruptcy (J. Bhandari, ed., MIT Press, 1995).]
Abstract OnlyThe Sole Owner Standard for Takeover Policy
17 Journal of Legal Studies 197-229 (1988).The Pressure to Tender: An Analysis and a proposed Remedy
12 Delaware Journal of Corporate Law 911-949 (1987).
[Reprinted in The Impact of the Hostile Takeover (J. Coffee, L. Lowenstein & S. Rose-Ackerman, ed., Oxford University Press, 1988).]1986
The Case for Facilitating Competing Tender Offers: A Last (?) Reply
2 Journal of Law, Economics, and Organization 253-271 (1986).1985
Toward Undistorted Choice and Equal Treatment in Corporate Takeovers
98 Harvard Law Review 1695-1808 (1985).
Abstract Only1984
Litigation and Settlement under Imperfect Information
15 Rand Journal of Economics 404-415 (1984).
Abstract Only1982
The Case for Facilitating Competing Tender Offers: A Reply and Extension
35 Stanford Law Review 23-50 (1982).
Abstract OnlyThe Case for Facilitating Competing Tender Offers
95 Harvard Law Review 1028-1056 (1982).1980
The Pursuit of a Bigger Pie: Can Everyone Expect a Bigger Slice?
in Symposium on Efficiency as a Legal Concern, 8 Hofstra Law Review 671-709 (1980).Ignorance and Manipulation
8 Economics Letters 119-123 (1980).
Abstract Only
You can also visit the website of my book:
Pay without Performance: The Unfulfilled Promise of Executive Compensation
(with Jesse Fried)
Harvard University Press
Recent Profiles:
Interview on PBS (Nightly Business Report)