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2014

Documenting the Deal: How Quality Control and Candor Can Improve Boardroom Decision-Making and Reduce the Litigation Target Zone
Leo E. Strine, Jr.
Harvard Law School Olin Discussion Paper No. 794, October 2014.

The Siren Song of Unlimited Contractual Freedom
Leo E. Strine, Jr. and J. Travis Laster
Harvard Law School Olin Discussion Paper No. 789, August 2014.

Conservative Collision Course?: The Tension between Conservative Corporate Law Theory and Citizens United
Leo E. Strine, Jr. and Nicholas Walter
Harvard Law School Olin Discussion Paper No. 788, August 2014.

Toward a Constitutional Review of the Poison Pill
Lucian A. Bebchuk and Robert J. Jackson, Jr.
Harvard Law School Olin Discussion Paper No. 772, June 2014.
Subsequently published in 114 Columbia Law Review 1549-1594 (2014).

The Fiduciary Obligations of Financial Advisors Under the Law of Agency
Robert H. Sitkoff
Harvard Law School Olin Discussion Paper No. 770, June 2014.
Subsequently published in 27 Journal of Financial Planning 42 (2014).

Social Capital and the Formal Legal System: Evidence from Prefecture-Level Data in Japan
J. Mark Ramseyer
Harvard Law School Olin Discussion Paper No. 767, April 2014.

Can We Do Better by Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological Mythologists of Corporate Law
Leo E. Strine, Jr.
Harvard Law School Olin Discussion Paper No. 766, March 2014.
Subsequently published in 114 Columbia Law Review 449-502 (2014).

Bank Capital for Operational Risk: A Tale of Fragility and Instability
Mark Ames, Til Schuermann, and Hal S. Scott
Harvard Law School Olin Discussion Paper No. 763, February 2014.

Structural Corporate Degradation Due to Too-Big-To-Fail Finance
Mark J. Roe
Harvard Law School Olin Discussion Paper No. 762, February 2014.
Subsequently published in 162 University of Pennsylvania Law Review 1419-1464 (2014).

Clearinghouse Overconfidence
Mark J. Roe
Harvard Law School Olin Discussion Paper No. 761, February 2014.
Subsequently published in 101 California Law Review 1641-1704 (2013).

Corporate Short-Termism—In the Boardroom and in the Courtroom
Mark J. Roe
Harvard Law School Olin Discussion Paper No. 760, February 2014.
Subsequently published in 68 The Business Lawyer 977-1006 (2013).

Breaking Bankruptcy Priority: How Rent-Seeking Upends the Creditors’ Bargain
Mark J. Roe and Frederick Tung
Harvard Law School Olin Discussion Paper No. 759, February 2014.
Subsequently published in 99 Virginia Law Review 1235-1290 (2013).

SOX after Ten Years: A Multidisciplinary Review
John C. Coates IV and Suraj Srinivasan
Harvard Law School Olin Discussion Paper No. 758, January 2014.

Cost-Benefit Analysis of Financial Regulation: Case Studies and Implications
John C. Coates IV
Harvard Law School Olin Discussion Paper No. 757, January 2014.

2013

Rethinking Basic
Lucian A. Bebchuk and Allen Ferrell
Harvard Law School Olin Discussion Paper No. 764, December 2013.
Subsequently published in 69 The Business Lawyer 671-697 (2014).

The Myth That Insulating Boards Serves Long-Term Value
Lucian A. Bebchuk
Harvard Law School Olin Discussion Paper No. 755, October 2013.
Subsequently published in 113 Columbia Law Review 1637-1694 (2013).

Tax Shelters or Efficient Tax Planning? A Theory of The Firm Perspective On the Economic Substance Doctrine
T. Christopher Borek, Angelo Frattarelli, and Oliver Hart
Harvard Law School Olin Discussion Paper No. 747, May 2013.

Lessons From SEC v. Citigroup: The Optimal Scope for Judicial Review of Agency Consent Decrees
Dorothy Shapiro
Harvard Law School Olin Fellows' Discussion Paper No. 50, May 2013.

Carrots & Sticks: How VCs Induce Entrepreneurial Teams to Sell Startups
Brian Broughman and Jesse M. Fried
Harvard Law School Olin Discussion Paper No. 742, March 2013.
Subsequently published in 98 Cornell Law Review 1319-1357 (2013).

Putting Stockholders First, Not the First-Filed Complaint
Leo E. Strine, Jr., Lawrence A. Hamermesh, and Matthew C. Jennejohn
Harvard Law School Olin Discussion Paper No. 740, January 2013.
Subsequently published in 69 The Business Lawyer 1-78 (2013).

2012

The Corporate Shareholder's Vote and its Political Economy, in Delaware and in Washington
Mark J. Roe
Harvard Law School Olin Discussion Paper No. 738, October 2012.

A Spatial Representation of Delaware-Washington Interaction in Corporate Lawmaking
Mark J. Roe
Harvard Law School Olin Discussion Paper No. 737, October 2012.

Derivatives Markets in Bankruptcy
Mark J. Roe
Harvard Law School Olin Discussion Paper No. 736, October 2012.

A Capital Market, Corporate Law Approach to Creditor Conduct
Mark J. Roe and Federico Cenzi Venezze
Harvard Law School Olin Discussion Paper No. 735, October 2012.

Was the Chrysler Reorganization Different?
Mark J. Roe and Joo-Hee Hong
Harvard Law School Olin Discussion Paper No. 734, October 2012.

Derivatives Trading and Negative Voting
Holger Spamann
Harvard Law School Olin Discussion Paper No. 730, September 2012.

Allocating Risk Through Contract: Evidence from M&A and Policy Implications
John C. Coates IV
Harvard Law School Olin Discussion Paper No. 729, September 2012.

Shining Light on Corporate Political Spending
Lucian A. Bebchuk and Robert J. Jackson, Jr.
Harvard Law School Olin Discussion Paper No. 728, September 2012.
Subsequently published in 101Georgetown Law Journal 923-967 (2013).

Insider Trading Via the Corporation
Jesse M. Fried
Harvard Law School Olin Discussion Paper No. 725, August 2012.

Delaware Law as Lingua Franca: Theory and Evidence
Brian Broughman, Jesse M. Fried and Darian Ibrahim
Harvard Law School Olin Discussion Paper No. 721, July 2012.

Do VC's Use Inside Rounds to Dilute Founders? Some Evidence from Silicon Valley
Jesse M. Fried and Brian J. Broughman
Harvard Law School Olin Discussion Paper No. 716, July 2012.
Subsequently published in 18 Journal of Corporate Finance 1104-1120 (2012).

Reforming the Short-Term Funding Markets
Morgan Ricks
Harvard Law School Olin Discussion Paper No. 713, May 2012.

Corporate Philanthropy as Signaling and Co-Optation
Roy Shapira
Forthcoming 80 Fordham Law Review 1889-1939 (2012)
Harvard Law School Olin Fellows' Discussion Paper No. 44, April 2012.

Improving Retirement Savings Options for Employees
James Kwak
Harvard Law School Olin Fellows' Discussion Paper No. 42, February 2012.

2011

Trust Law as Fiduciary Governance Plus Asset Partitioning
Robert H. Sitkoff
Harvard Law School Olin Discussion Paper No. 711, November 2011.

Excess-Pay Clawbacks
Jesse M. Fried and Nitzan Shilon
Harvard Law School Olin Discussion Paper No. 709, November 2011.

A Regulatory Design for Monetary Stability
Morgan Ricks
Harvard Law School Olin Discussion Paper No. 706, September 2011.

The Law and Economics of Blockholder Disclosure
Lucian Bebchuk and Robert J. Jackson Jr.
Harvard Law School Olin Discussion Paper No. 702, July 2011
Subsequently published in 22 Harvard Business Law Review 40-60 (2012).
Slides from debate with Martin Lipton re: 13(d)

Why Power Companies Build Nuclear Reactors on Fault Lines: The Case of Japan
J. Mark Ramseyer
Harvard Law School Olin Discussion Paper No. 698, June 2011.

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

Lucian Bebchuk, Alma Cohen and Charles C.Y. Wang
Harvard Law School Olin Discussion Paper No. 697, June 2011.

Can the Treasury Exempt its Own Companies from Tax?
The $45 Billion GM NOL Carryforward

J. Mark Ramseyer and Eric B. Rasmusen
Harvard Law School Olin Discussion Paper No. 690, May 2011.

Event Study Analysis: Correctly Measuring the Dollar Impact of an Event
Allen Ferrell and Atanu Saha
Harvard Law School Olin Discussion Paper, April 2011.

Forward-Casting 10b-5 Damages: A Comparison to Other Methods
Allen Ferrell and Atanu Saha
Harvard Law School Olin Discussion Paper, April 2011.

The Law and Finance of Broker-Dealer Mark-Ups
Allen Ferrell
Harvard Law School Olin Discussion Paper, April 2011.

2010

Does Shareholder Proxy Access Improve Firm Value?
Evidence from the Business Roundtable Challenge

Bo Becker, Daniel Bergstresser and Guhan Subramanian
Harvard Law School Olin Discussion Paper No. 685, December 2010.

Corporate Governance and Corporate Political Activity:
What Effect Will Citizens United Have on Shareholder Wealth?

John C. Coates
Harvard Law School Olin Discussion Paper No. 684, December 2010.

Golden Parachutes and the Wealth of Shareholders
Lucian Bebchuk, Alma Cohen and Charles C.Y. Wang
Harvard Law School Olin Discussion Paper No. 683, December 2010
Subsequently published in 25 Journal of Corporate Finance 140-154 (2014).

The CEO Pay Slice
Lucian Bebchuk, Martijn Cremers and Urs Peyer
Harvard Law School Olin Discussion Paper No. 679, September 2010
Subsequently published in 102 Journal of Financial Economics 199-221 (2011).

How to Fix Bankers’ Pay
Lucian Bebchuk
Subsequently published in 139(4) Daedalus, November 2010.
Harvard Law School Olin Discussion Paper No. 677, September 2010.

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

The Powerful and Pervasive Effects of Ownership on M&A
John C. Coates
Harvard Law School Olin Discussion Paper No. 669, June 2010.

Learning and the Disappearing Association between Governance and Returns
Lucian Bebchuk, Alma Cohen and Charles C.Y. Wang
Harvard Law School Olin Discussion Paper No. 667, April 2010.
Subsequently published in 108 Journal of Financial Economics 323-348 (2013)

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

Bundling and Entrenchment
Lucian A. Bebchuk and Ehud Kamar
Subsequently published in 123 Harvard Law Review 1551-1595 (2010).

2009

Paying for Long-Term Performance
Lucian A. Bebchuk and Jesse Fried
Subsequently published in University of Pennsylvania Law Review, Vol. 158, 2010, pp. 1915-1960.

Negative-Expected-Value Suits
Lucian A. Bebchuk and Alon Klement
Forthcoming in Procedural Law and Economics (Chris Sanchirico, ed., 2011).

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

Lucian A. Bebchuk, Alma Cohen and Holger Spamann
Subsequently published in Yale Journal on Regulation, Vol. 27, 2010, pp. 257-282.

The State of Corporate Governance Research
Lucian A. Bebchuk and Michael S. Weisbach
Subsequently published in 23(3) Review of Financial Studies 939-961, March 2010.

Private Ordering and the Proxy Access Debate
Lucian A. Bebchuk and Scott Hirst, 10/2009.
Subsequently published in 65(2) The Business Lawyer 329–360, February 2010.

Lucky CEOs and Lucky Directors
Lucian A. Bebchuk, Yaniv Grinstein, and Urs Peyer
Subsequently published in Journal of Finance, Vol. 65, No. 6, pp. 2363-2401, 2010.

Regulating Bankers' Pay
Lucian A. Bebchuk and Holger Spamann, 6/2009.
Subsequently published in Georgetown Law Journal, Vol. 98(2), January 2010, 247-287.

Buying Troubled Assets
Lucian A. Bebchuk, 4/2009.
Subsequently published in 26 Yale Journal on Regulation, 343-358 (2009).

The Elusive Quest For Global Governance Standards
Lucian A. Bebchuk and Assaf Hamdani, 4/2009.
Subsequently published in 157 University of Pennsylvania Law Review, 1263-1317 (2009).

Is Delaware's Corporate Law Too Big to Fail?
Mark Roe, 4/2009.

Delaware and Washington as Corporate Lawmakers
Mark Roe, 4/2009.
Subsequently published in Delaware Journal of Corporate Law, Volume 34, No. 1 (2009).

Public and Private Enforcement of Securities Laws: Resource-Based Evidence
Mark Roe and Howell E. Jackson, 4/2009.

Trigger Happy or Gun Shy? Dissolving Common-Value Partnerships with Texas Shootouts
Richard R. W. Brooks, Claudia M. Landeo, and Kathryn E. Spier, 3/2009
Subsequently published 41(4) RAND Journal fo Economics 649-673, 2010.

Loyalty's Core Demand: The Defining Role of Good Faith in Corporation Law
Leo E. Strine Jr., Lawrence A. Hamermesh, R. Franklin Balotti, and Jeffrey M. Gorris, 2/2009.

How To Make TARP II Work
Lucian A. Bebchuk, 2/2009.

Public and Private Firm Compensation Compared: Evidence from Japanese Tax Returns
J. Mark Ramseyer, Minoru Nakazato, and Eric Rasmusen, 2/2009.

What Matters in Corporate Governance
Lucian A. Bebchuk, Alma Cohen, and Allen Ferrell, 9/2004.
Subsequently published in 22 Review of Financial Studies 783-827 (2009).

Investor Protection and Interest Group Politics
Lucian A. Bebchuk and Zvika Neeman, 11/2007
Subsequently published in 23(3) Review of Financial Studies 1089-1119, March 2010.

Consent and Exchange
Oren Bar-Gill and Lucian A. Bebchuk, 7/2007.
Subsequently published in 39(2) Journal of Legal Studies, 375-397, June 2010.


2008

Self-Fulfilling Credit Market Freezes
Lucian A. Bebchuk and Itay Goldstein, 12/2008
Subsequently published in 24 Review of Financial Studies 3519-3555 (2011).

Unfreezing Credit Markets
Lucian A. Bebchuk, 12/2008.

A Plan for Addressing the Financial Crisis
Lucian A. Bebchuk
Subsequently published in 5 The Economists' Voice, Issue 5, Article 6, 9/2008.

Judicial Federalism in the ECJ's Berlusconi Case: Towards More Credible Corporate Governance and Financial Reporting?
Martin Gelter and Mathias M. Siems, 7/2008.

The Dark Side of Shareholder Influence: Toward a Holdup Theory of Stakeholders in Comparitive Corporate Governance
Martin Gelter, 7/2008.

The Structure of Regulatory Competition in European Corporate Law
Martin Gelter, 7/2008.

Constraining Dominant Shareholders' Self Dealing: The Legal Framework in France, Germany, and Italy
Pierre-Henri Conac, Lucas Enriques, and Martin Gelter, 7/2008.

How the Old World Encountered the New One: Regulatory Competition and Cooperation in European Corporate and Bankruptcy Law
Lucas Enriques and Martin Gelter, 7/2008.

The Transatlantic Divergence in Legal Thought: American Law and Economics vs. German Doctrinalism
Kristoffel Grechenig and Martin Gelter, 6/2008.

Subordination of Shareholder Loans from a Legal and Economic Perspective
Martin Gelter and Jürg Roth, 6/2008.

The Politics of Competition in International Financial Regulation
Stavros Gadinis
Subsequently published in 49 Harvard International Law Journal 2 (June 2008).

'Law and Finance' Revisted
Holger Spamann, 2/2008.

Perpetuities, Taxes, and Asset Protection: An Empirical Assessment of the Jurisdictional Competition for Trust Funds
Robert H. Sitkoff and Max M. Schanzenbach, 2/2008.

Ringling Bros.-Barnum & Bailey Combined Shows V. Ringling: Bad Appointments and Empty-Core Cycling at the Circus
J. Mark Ramseyer, 1/2008.

Agency Costs, Charitable Trusts, and Corporate Control: Evidence from Hershey's Kiss-Off
Jonathan Klick and Robert H. Sitkoff, 8/2007.
Subsequently published in 108 Columbia Law Review 4 (2008).


2007

CEO Centrality
Lucian A. Bebchuk, Martijn Cremers and Urs Peyer, 11/2007.

CEO Tenure, Performance and Turnover in S&P 500 Companies
John C. Coates IV and Reinier Kraakman, 10/2007.

The Loss Causation Requirement for Rule 10b-5 Causes-of-Action: The Implication of Dura Pharmaceuticals v. Broudo
Allen Ferrell and Atanu Saha, 8/2007.

Competition in the Mutual Fund Industry: Evidence and Implications for Policy
John C. Coates IV and R. Glenn Hubbard, 8/2007.

Sarbanes-Oxley's Effects on Small Firms: What is the Evidence?
Ehud Kamar, Pinar Karaca-Mandic, and Eric L. Talley, 6/2007.

Bebchuk's Case for Increasing Shareholder Power: An Opposition
Theodore N. Mirvis, Paul K. Rowe, and William Savitt, 5/2007.

Toward Common Sense and Common Ground? Reflections on the Shared Interests of Managers and Labor in a More Rational System of Corporate Governance
Leo E. Strine, Jr., 5/2007.
Subsequently published in Journal of Corporation Law (Fall 2007).

Markets as Regulators: A Survey
Howell E. Jackson and Stavros Gkantinis, 1/2007.
Subsequently published in 80 Southern California Law Review 1239 (2007).

Did Reform of Prudent Trust Investment Laws Change Trust Portfolio Allocation?
Max Schanzenbach and Robert Sitkoff, 1/2007.

Rewarding Outside Directors
Assaf Hamdani and Reinier Kraakman, 1/2007.

A Report on the Transatlantic Financial Services Regulatory Dialogue
Kern Alexander, Eilís Ferran, Howell E. Jackson and Niamh Moloney, 1/2007.

The Myth of the Shareholder Franchise
Lucian A. Bebchuk, 11/2006.
Subsequently published in 93Virginia Law Review 676-732 (2007).

U.S. Securities Regulation in a World of Global Exchanges
Reena Aggarwal, Allen Ferrell, and Jonathan Katz, 12/2006.
Subsequently published in Exchanges: Challenges and Implications, Euromoney (2007).

Policy Issues Raised by Structured Products
Jennifer Bethel and Allen Ferrell, 10/2006.
Subsequently published in Brookings-Nomura Papers on Financial Services, Brookings Institution Press (2007).


2006

Pay Distribution in the Top Executive Team
Lucian A. Bebchuk, Martijn Cremers, and Urs Peyer, 12/2006.

Lucky Directors
Lucian A. Bebchuk, Yaniv Grinstein, and Urs Peyer, 12/2006.

Executive Compensation in Japan: Estimating Levels and Determinants from Tax Records
Minoru Nakazato, J. Mark Ramseyer, Eric B. Rasmusen, 12/2006.

Bargaining in the Shadow of Peoplesoft's (Defective) Poison Pill
Guhan Subramanian, 12/2006.
Subsequently published in Harvard Negotiation Law Review (2006).

Lucky CEOs
Lucian A. Bebchuk, Yaniv Grinstein, and Urs Peyer, 11/2006.

Legal Origins and Modern Stock Markets
Mark J. Roe, 11/2006.
Subsequently published in 120 Harvard Law Review 460 (2006).

The Market for Corporate Law
Oren Bar-Gill, Michal Barzuza, and Lucian A. Bebchuk, 07/2002, Revised 11/2006.
Subsequently published in 162 Journal of Institutional and Theoretical Economics 134-160 (2006).

Regulating Post-Bid Embedded Defenses: Lessons from Oracle versus Peoplesoft
Jennifer Arlen, 10/2006.
Subsequently published in 17 Harvard Negotiation Law Review 71 (Winter 2007).

Federal Corporate Law: Lessons From History
Lucian A. Bebchuk and Assaf Hamdani, 8/2006.
Subsequently published in 106 Columbia Law Review 1793-1839 (2006).

Not-so-Ordinary Judges in Ordinary Courts: Teaching Jordan vs. Duff & Phelps
J. Mark Ramseyer, 8/2006.

Foreign Trading Screens in the United States
Howell E. Jackson, Andreas M. Fleckner and Mark Gurevich, 6/2006.
Subsequently published in 1 Capital Markets Law Journal, p. 54 (2006).

Letting Shareholders Set the Rules
Lucian A. Bebchuk, 3/2006.
Subsequently published in 119 Harvard Law Review 1784-1813 (2006).

On the Insignificance and/or Endogeneity of La Porta et al.’s ‘Anti-Director Rights Index’ under Consistent Coding
Holger Spamann, 3/2006.

Director Liability
Lucian A. Bebchuk, Joseph Bachelder, Roel Campos, Byron Georgiou, Alan Hevesi, William Lerach, Robert Mendelsohn, Robert Monks, Toby Myerson, John Olson, Leo E. Strine, Jr., and John Wilcox, 3/2006.
Subsequently published in 31 Delaware Journal of Corporate Law 1011-1045 (2006).

Law and the Rise of the Firm
Henry Hansmann, Reinier Kraakman, and Richard Squire, 2/2006.
Subsequently published in 119 Harvard Law Review 1333-1403 (2006).

Towards a True Corporate Republic: A Traditionalist Response to Lucian’s Solution for Improving Corporate America
Leo E. Strine, Jr., 2/2006.


2005

Firm Expansion and CEO Pay
Lucian A. Bebchuk and Yaniv Grinstein, 11/2005.

Stock Exchanges at the Crossroads: Competitive Challenges - Reorganization - Regulatory Concerns
Andreas M. Fleckner, 10/2005.
Subsequently published in 74 Fordham Law Review, 2541-2620 (2006).

Pay without Performance: Overview of the Issues
Lucian A. Bebchuk and Jesse M. Fried, 10/2005.
Subsequently published in:
30 Journal of Corporation Law 647-673 (2005).
17 Journal of Applied Corporate Finance 8-23 (2005).
Academy of Management Perspectives 5-24 (February 2006).

Trade Credit, Bank Loans, and Monitoring: Evidence from Japan
Yoshiro Miwa and J. Mark Ramseyer, 10/2005.

Corporate Governance Changes in the Wake of the Sarbanes-Oxley Act: A Morality Tale to Policymakers Too
Robert Charles Clark, 9/2005.

An American Perspective on the U.K. Financial Services Authority: Politics, Goals & Regulatory Intensity
Howell E. Jackson, 8/2005.

Variation in the Intensity of Financial Regulation: Preliminary Evidence and Potential Implications
Howell E. Jackson, 8/2005.

A Political Economy Model of Investor Protection
Lucian A. Bebchuk and and Zvika Neeman, 7/2005.

Delaware's Politics
Mark J. Roe, 4/2005.

The Growth of Executive Pay
Yaniv Grinstein, 4/2005.
Subsequently published in 21 Oxford Review of Economic Policy 283-303 (2005).

Executive Pensions
Lucian A. Bebchuk and Robert Jackson 3/2005.
Subsequently published in 30 Journal of Corporation Law 823-855 (2005).

The Subordination of Shareholder Loans in Bankruptcy
Martin Gelter, 1/2005
Subsequently published in 26 International Review of Law and Economics 4 (2006).

Executive Compensation at Fannie Mae: A Case Study of Perverse Incentives, Nonperformance Pay and Camouflage
Lucian A. Bebchuk and Jesse Fried, 1/2005.
Subsequently published in 30 Journal of Corporation Law 807-822 (2005).


2004

The Class Defense
Assaf Hamdani and Alon Klement, 10/2004.

Forty Years of Charter Competition: A Race to Protect Directors from Liability?
Gordon Moodie, 9/2004

The Real Difference in Corporate Law Between the United States and Continental Europe: Distribution of Powers
Sofie Cools, 9/2004.

Price Considerations in the Market for Corporate Law
Michal Barzuza, 8/2004
Subsequently published in 26 Cardozo Law Review 129-214 (2004).

Stealth Compensation via Retirement Benefits
Lucian A. Bebchuk and Jesse Fried, 8/2004.
Subsequently published in 1 Berkeley Business Law Journal 291-326 (2004).

The Costs of Entrenched Boards
Lucian A. Bebchuk and Alma Cohen, 6/2004.
Subsequently published in 78 Journal of Financial Economics 409-433 (2005).

Post-Siliconix Freeze-Outs: Theory, Evidence and Policy
Guhan Subramanian, 4/2004.
Subsequently published in Journal of Legal Studies (2007).

The Fable of the Keiretsu, and Other Tales of Japan We Wish Were True
Yoshiro Miwa & J. Mark Ramseyer, 04/2004.

The Class Action as a Financial Call Option
Guy Halfteck, 3/2004.

Can European Companies Escape U.S. Listings?
Robert Pozen, 3/2004.

Deregulation and Market Response in Contemporary Japan: Administrative Guidance, Keiretsu, and Main Banks
Yoshiro Miwa and J. Mark Ramseyer, 3/2004.

The Case for Shareholder Access: A Response to the Business Roundtable
Lucian A. Bebchuk, 3/2004.

The Case for Increasing Shareholder Power
Lucian A. Bebchuk, 2/2004.
Subsequently published in 118 Harvard Law Review 833-917 (2005).

Designing a Shareholder Access Rule
Lucian A. Bebchuk, 2/2004.
Subsequently published in 12Corporate Advisor Governance 28-32 (2004).

Sacrificing Corporate Profits in the Public Interest
Einer Elhauge, 2/2004.


2003

To What Extent Should We Rely on the Mechanisms of Market Efficiency: A Preliminary Investigation of Dispersion in Individual Investor Returns
Howell E. Jackson, Summer 2003.
Subsequently published in 28 Journal of Corporation Law 671 (2003).

Mandated Disclosure and Stock Returns: Evidence from the Over-the-Counter Market
Allen Ferrell, 12/2003.

Why Continental European Takeover Law Matters
Allen Ferrell,12/2003.
Subsequently published in Reforming Company and Takeover Law in Europe by Ferrarini, Hopt, Winter Wymeersch (eds), Oxford University Press (July 2004).

Ownership, Takeovers and EU Law: How Contestable Should EU Corporations Be?
John C. Coates IV, 12/2003.

The Costs of Entrenched Boards
Lucian A. Bebchuk and Alma Cohen, 11/2003.
Subsequently published in 78 Journal of Financial Economics, 409-433 (2005).

Symposium on Corporate Elections
(Lucian A. Bebchuk, editor), 11/2003.

The Mechanisms of Market Efficiency Twenty Years Later: The Hindsight Bias
Ronald J. Gilson and Reinier Kraakman, 11/2003.

US-EU Regulatory Convergence: Capital Markets Issues
Mario Draghi and Robert Pozen, 10/2003.

Gatekeeper Liability
Assaf Hamdani, 10/2003.
Subsequently published in 77 Southern California Law Review 53 (2003).

Bargaining in the Shadow of Takeover Defenses
Guhan Subramanian, 8/2003.
Subsequently published in 113(3) Yale Law Journal (December 2003).

Delaware's Competition
Mark J. Roe, 8/2003.
Subsequently published in 117 Harvard Law Review 588 (2003).

Does Relationship Banking Matter? Japanese Bank-Borrower Ties in Good Times and Bad
Yoshiro Miwa and J. Mark Ramseyer, 8/2003.

Institutional Perspective on Shareholder Nominations of Corporate Directors
Robert C. Pozen, 08/2003.
Subsequently published in 59 The Business Lawyer 95-108 (2003).

The Case for Shareholder Access to the Ballot
Lucian A. Bebchuk, 08/2003.
Subsequently published in 59 The Business Lawyer 43-66 (2003).

Why Firms Adopt Antitakeover Arrangements
Lucian A. Bebchuk, 04/2003.
Subsequently published in 152 University of Pennsylvania Law Review 713-753 (2003).

Executive Compensation as an Agency Problem
Lucian A. Bebchuk and Jesse M. Fried, 04/2003.
Subsequently published in 17 Journal of Economic Perspectives 71-92 (2003).
Reprinted in The Economic Nature of the Firm: A Reader, 3rd ed. (2009).

If We Understand the Mechanisms, Why Don't We Understand Their Output?
Allen Ferrell, 03/2003.
Subsequently published in 28 Journal of Corporation Law 503 (2003).

The Drivers of Market Efficiency in Revlon Transactions
Guhan Subramanian, 03/2003.
Subsequently published in 28 Journal of Corporation Law 691 (2003).

The Trouble With Staggered Boards: A Reply to Georgeson's John Wilcox
Lucian A. Bebchuk, John C. Coates IV and Guhan Subramanian, 02/2003.
Subsequently published in 11 Corporate Governance Advisor 17-19 (2003).

An American Perspective on the New German Anti-takeover Law
Jeffrey N. Gordon, 02/2003.
Subsequently published in Reforming Company and Takeover Law in Europe by Ferrarini, Hopt, Winter Wymeersch (eds), Oxford University Press (July 2004).

An International Relations Perspective on the Convergence of Corporate Governance: German Shareholder Capitalism and the European Union, 1990-2000
Jeffrey N. Gordon, 02/2003.


2002

Misreporting Corporate Performance
Lucian A. Bebchuk and Oren Bar-Gill, 12/2002.

Asymmetric Information and the Choice of Corporate Governance Arrangements
Lucian A. Bebchuk, 12/2002.

The Powerful Antitakeover Force of Staggered Boards: Further Findings and a Reply to Symposium Participants
Lucian A. Bebchuk, John C. Coates IV, and Guhan Subramanian, 12/2002.
Subsequently published in 55 Stanford Law Review 885-917 (2002).

The Disappearing Delaware Effect
Guhan Subramanian, 11/2002.

Should the Behavior of Top Management Matter?
Vikramaditya S. Khanna, 09/2002.
Subsequently published in 91 Georgetown Law Journal (2003).

Can Culture Ever Constrain the Economic Model of Corporate Law?
Mark J. Roe, 07/2002.

Corporate Law's Limits
Mark J. Roe, 07/2002.
Subsequently published in The Journal of Legal Studies, Vol. XXXI(2) (Pt. 1) 233-271, (2002).

Vigorous Race or Leisurely Walk: Reconsidering the Debate on State Competition over Corporate Charters
Lucian A. Bebchuk and Assaf Hamdani, 07/2002.
Subsequently published in 112 Yale Law Journal 553-615 (2002).

Who Appoints Them, What Do they Do? Evidence on Outside Directors from Japan
Yoshiro Miwa and J. Mark Ramseyer, 07/2002.

Managerial Power and Rent Extraction in the Design of Executive Compensation
Lucian A. Bebchuk, Jesse Fried, and David Walker, 06/2002.
Subsequently published in 69 The University of Chicago Law Review 751-846 (2002).

The Case Against Board Veto in Corporate Takeovers
Lucian A. Bebchuk, 06/2002.
Subsequently published in 69 The University of Chicago Law Review 973-1035 (2002).

On Takeover Law and Regulatory Competition
Lucian A. Bebchuk and Allen Ferrell, 05/2002.
Subsequently published in 57 The Business Lawyer 1047-1068 (2002).

Delaware's Takeover Law: The Uncertain Search for Hidden Value
Bernard Black and Reinier Kraakman, 04/2002.

Firms' Decisions Where to Incorporate
Lucian A. Bebchuk and Alma Cohen, 03/2002.
Subsequently published in 46 Journal of Law and Economics, 383-425 (2003).

The Hidden Virtue of Antitakeover Defenses
Sharon Hannes, 03/2002.
Subsequently published in 24(5) Cardozo Law Review 1903-1970 (May 2003).

The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy
Lucian A. Bebchuk, John Coates IV, and Guhan Subramanian, 03/2002.
Subsequently published in 54 Stanford Law Review 887-951 (2002).

State Competition in Corporate Law?
Lucian A. Bebchuk, Alma Cohen, and Allen Ferrell, 02/2002.
Subsequently published in 90 California Law Review 1775-1821 (2002).

The Political Economy of Insider Trading Legislation and Enforcement International Evidence
Laura Nyantung Beny, 01/2002.


2001

Do Shareholders Value Insider Trading Laws? International Evidence
Laura Nyantung Beny, 12/2001.

Optimal Defaults for Corporate Law Evolution
Lucian A. Bebchuk and Assaf Hamdani, 11/2001.
Subsequently published in 96 Northwestern University Law Review 489-520. (2002).

The Shareholder Wealth Maximization Norm and Industrial Organization
Mark J. Roe, 11/2001.
Subsequently published in 149 University of Pennsylvania Law Review 2063-2081 (2001).

Executive Compensation in America: Optimal Contracting or Extraction of Rents?
Lucian A. Bebchuk, Jesse M. Fried, and David I. Walker, 11/2001.
Subsequently published as "Managerial Power and Rent Extraction in the Design of Executive Compensation," in 69 The University of Chicago Law Review 751-846 (2002).

Takeover Bids vs. Proxy Fights in Contests for Corporate Control
Lucian A. Bebchuk and Oliver Hart, 10/2001.

Financial Malaise and the Myth of the Misgoverned Firm
Yoshiro Miwa and J. Mark Ramseyer, 10/2001.
Subsequently published in Corporate Law and Governance in a New Era of Cross-Border Deals 339 (Curtis J. Milhaupt, ed., Columbia University Press, 2003).

Directed Credit? Capital Market Competition in High-Growth Japan
Yoshiro Miwa and J. Mark Ramseyer, 09/2001.
Subsequently published in 13 Journal of Economics and Management Strategy 171 (2004).

The Myth of the Main Bank: Japan and Comparative Corporate Governance
Yoshiro Miwa and J. Mark Ramseyer, 09/2001.
Subsequently published in 27 Law & Social Inquiry 401-424 (2002).

Federal Intervention to Enhance Shareholder Choice
Lucian A. Bebchuk and Allen Ferrell, 08/2001.
Subsequently published in 87 Virginia Law Review 993-1006 (2001).

U.S. Secondary Stock Markets: A Survey of Current Regulatory and Structural Issues and a Reform Proposal to Enhance Competition
Laura N. Beny, 07/2001.
Subsequently published in 2 Columbia Business Law Review 399-474 (2002).

Financial Contracting
Oliver Hart, 05/2001.

The Fable of the Keiretsu
Yoshiro Miwa and J. Mark Ramseyer, 03/2001

Does Ownership Matter? Evidence from the Zaibatsu Dissolution Program
Yoshiro Miwa and J. Mark Ramseyer, 02/2001.

The End of History for Corporate Law
Henry Hansmann and Reinier Kraakman, 03/2000.
Subsequently published in 89 Georgetown Law Journal 439-468 (2001).

A Buy-Side Model of Lockups: Theory and Evidence
John C. Coates IV and Guhan Subramanian, 1/2000.
Subsequently published in 53 Stanford Law Review 307-396 (2000).


1999

Using Options to Divide Value in Corporate Bankruptcy
Lucian A. Bechuk, 12/1999.
Subsequently published in 44 European Economic Review 829-843 (2000).

On the Design of Hierarchies: Coordination Versus Specialization
Oliver Hart and John Moore, 11/1999.

The Value of Prominent Directors: Lessons in Corporate Governance from Transitional Japan
Yoshiro Miwa and J. Mark Ramseyer, 11/1999.
Subsequently published in The Journal of Legal Studies, Vol. XXXI (2) 273-301 (2002).

A Theory of Path Dependence in Corporate Ownership and Governance
Lucian A. Bebchuk and M. Roe, 10/1999.
Subsequently published in 52 Stanford Law Review 127-170 (1999).

The Contestability of Corporate Control: A Critique of the Scientific Evidence on Takeover Defenses
John C. Coates IV, 9/1999.
Subsequently published in 79 Texas Law Review 271 (2000).

A Comparative Empirical Investigation of Agency and Market Theories of Insider Trading
Laura N. Beny, 9/1999.

Rethinking Rights of First Refusal
David I. Walker, 8/1999.
Subsequently published in 5 Stanford Journal of Law, Business & Finance, 1-58 (1999).

A Rent-Protection Theory of Corporate Ownership and Control
Lucian A. Bebchuk, 6/1999.

Federalism and Takeover Law: The Race to Protect Managers From Takeovers
Lucian A. Bebchuk and Allen Ferrell, 5/1999.
Subsequently published in 99 Columbia Law Review 1168-1199 (1999).

Corporate Governance in Transitional Economies: Lessons from the Pre-War Japanese Cotton Textile Industry
Y. Miwa & J. M. Ramseyer, 5/1999.
Subsequently published in 29 Journal of Legal Studies 171 (2000).

Stock Pyramids, Cross-Ownership, and Dual Class Equity
Lucian A. Bebchuk, R. Kraakman, and G. Triantis, 1/1999.
Subsequently published in Concentrated Corporate Ownership, R. Morck, (ed.)(Chicago: University of Chicago Press, 2000), 295-315.

The "Lemons Effect" in Corporate Freeze-Outs
Lucian A. Bebchuk and M. Kahan, 1/1999.
Subsequently published as "Adverse Selection and Gains to Controllers in Corporate Freezeouts in Concentrated Corporate Ownership", R. Morck, (ed.)(Chicago: University of Chicago Press, 2000), 247-259.


1998

Cross-shareholding in the Japanese Keiretsu
J. M. Ramseyer, 10/1998.
Subsequently published in Convergence and Persistence in Corporate Governance 348 (Jeff Gordon & Mark Roe, eds., Cambridge University Press: 2004).

The Selective Incorporation of Foreign Legal Systems to Promote Nepal as an International Financial Services Center
H. Jackson, 10/1998.
Subsequently published in Regulation and Deregulation: Policy and Practice in the Utilities and Financial Services Industry, Christopher McCrudden (ed.), (Oxford: Clarendon Press, 1999).

Stock Repurchases and Incentive Compensation
C. Jolls, 8/1998.

International Diversity in Securities Regulation: Some Roadblocks on the Way to Convergence
A. Licht, 4/1998.
Subsequently published in 20 Cardozo Law Review 227-285 (1998).

Cooperatives vs. Outside Ownership
O. Hart and J. Moore, 1/1998.



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