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Published Papers

2014 and Forthcoming

Toward a Constitutional Review of the Poison Pill
(with Robert J. Jackson, Jr.)
114 Columbia Law Review 1549-1594 (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).

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.

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).
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.
Article about the study in CNN Money, Bloomberg BNA.

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.
Presentation slides
Slides from debate with Martin Lipton re: 13(d)

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

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
Article about the study in 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.
Articles about the study in: Wall Street Journal, Huffington Post, CBS MoneyWatch, BNET, Reuters
Blog posts about the study at: Governance Notes, Finance Professor, The Faster Times, Irish Law Forum, Jason Apollo Voss, Zethics's Blog, and Toro's Market Blog

2010

How to Tie Equity Compensation to Long-Term Results
(with Jesse M. Fried)
22 Journal of Applied Corporate Finance 99-106 (2010).

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.
Noted in Corporate Counsel

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

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).

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, and CNN Money
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
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).
[Reprinted (translated into Mandarin) in Law Review of Chinese Capital Market, Vol.4 (2013).]

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.

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

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

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, Nov. 2005.
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.

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)
[Reprinted (translated into Spanish) in 57 Themis Law Review (2010)].

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 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]

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).
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 The New Republic: A Journal of Politics and the Arts, Daily Report, SEC Today, Washington Post.
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
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).]

What Corporate-Governance Reforms are Still Necessary?
Optimize Magazine April 2005

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

2004

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 1986-2001

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.

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 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.]

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 2003

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

2002

The Questionable Case for Using Auctions
to Select Lead Counsel

Symposium on Litigation
80 Washington University Law Quarterly 889-899 (2002)
Abstract Only

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

On Takeover Law and Regulatory Competition
(with Allen Ferrell)
57 Business Lawyer 1047-1068 (2002)
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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 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)
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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).]
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Managerial 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)
[Reprinted in Economics of Bankruptcy (Edward R. Morrison, ed., forthcoming).]
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Optimal Defaults For Corporate Law Evolution
(With Assaf Hamdani)
96 Northwestern Law Review 489-520 (2002)
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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).
Abstract Only

Federal 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)
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Pre-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)
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A New Approach to Takeover Law and Regulatory Competition
(with Allen Ferrell)
87 Virginia Law Review 111-164 (2001)
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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).
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The Overlooked Corporate Finance Problems of a Microsoft Breakup
(with David Walker)
56 The Business Lawyer 459-481 (2001)
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[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 Only

Stock Pyramids, Cross-ownership, and Dual Class Equity
(with Reinier Kraakman and George Triantis)
In Concentrated Corporate Ownership (R. Morck, ed.)
295-315 (2000)
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Adverse 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, 2000

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

1999

The Effect of Offer-of-Settlement Rules on the Terms of Settlement
(with Howard Chang)
28 Journal of Legal Studies 489-513 (1999)
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A Theory of Path Dependence in Corporate Ownership and Governance
(with Mark Roe)
52 Stanford Law Review 775-808 (1999)
[Reprinted in Convergence and Persistence in Corporate Governance (J. Gordon and M. Roe, ed., Cambridge University Press), 69 (2004), (translated into Mandarin) in Shangshifa Lunji (Commercial Law Review, 2006), and (translated into Mandarin) in Graduate Law Review 26 (2011): 126 (Ning Guijun, translator).]
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Managerial Value Diversion and Shareholder Wealth
(with C. Jolls)
15 The Journal of Law, Economics, and Organization 487-502 (1999)
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Damage Measures for Inadvertant Breach of Contract
(with I. P'ng)
19 International Review of Law and Economics 319-331 (1999)
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Federalism and Takeover Law: The Race to Protect Managers from Takeovers
(with A. Ferrell)
99 Columbia Law Review 1168-1199 (1999)
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[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)
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Reconsidering Contractual Liability and the Incentive to Reveal Information
(with S. Shavell)
51 Stanford Law Review 1615-1627 (1999)
Abstract Only

1998

Chapter 11
in The New Palgrave Dictionary of Economics and the Law 219-224 (1998).
Abstract Only

Negative 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 Only

1996

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)
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A New Theory Concerning the Credibility and Success of Threats to Sue
25 Journal of Legal Studies 1-25 (1996)
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An 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)
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1994

Efficient and Inefficient Sales of Corporate Control
109 Quarterly Journal of Economics 957-993 (1994).
Abstract Only

The 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 Only

Do Short-Term Managerial Objectives Lead to Under- or Over-Investment in Long-Term Projects?
(with L. Stole)
48 Journal of Finance 719-729 (1993)
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1992

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)
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Federalism 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.]
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1991

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).]
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1990

A Framework for Analyzing Legal Policy Toward Proxy Contests
(with M. Kahan)
78 California Law Review 1071-1136 (1990).
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1989

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).
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Limiting Contractual Freedom in Corporate Law: the Desirable Constraints on Charter Amendments
102 Harvard Law Review 1820-1860 (1989).
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Fairness 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); in Corporate Bankruptcy (J. Bhandari, ed., MIT Press, 1995); and in Economics of Bankruptcy, forthcoming (Edward R. Morrison, ed., Edward Elgar Press).]
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The 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).
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1984

Litigation and Settlement under Imperfect Information
15 Rand Journal of Economics 404-415 (1984).
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1982

The Case for Facilitating Competing Tender Offers: A Reply and Extension
35 Stanford Law Review 23-50 (1982).
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The Case for Facilitating Competing Tender Offers
95 Harvard Law Review 1028-1056 (1982).
Reprinted in Mergers and the Market for Corporate Control (Fred S. McChesney, ed., forthcoming 2011)

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).
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