Working Papers

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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.

2007

Investor Protection and Interest Group Politics
Lucian A. Bebchuk and Zvika Neeman, 11/2007.

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, 9/2007.

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.

Agency Costs, Charitable Trusts, and Corporate Control: Evidence from Hershey's Kiss-Off
Jonathan Klick and Robert H. Sitkoff, 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.

Markets as Regulators: A Survey
Howell E. Jackson and Stavros Gkantinis, 1/2007.

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.

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.

U.S. Securities Regulation in a World of Global Exchanges
Reena Aggarwal, Allen Ferrell, and Jonathan Katz, 12/2006.
Forthcoming in, Euromoney

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.
Forthcoming in, Harvard Negotiation Law Review

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

Legal Origins and Modern Stock Markets
Mark J. Roe, 11/2006.
Forthcoming in, Harvard Law Review

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

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).

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

Regulating Post-Bid Embedded Defenses: Lessons from Oracle versus Peoplesoft
Jennifer Arlen, 10/2006.
Forthcoming in, Harvard Negotiation Law Review

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.

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 Strine, 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.

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).,
February Academy of Management Perspectives 5-24 (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

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

What Matters in Corporate Governance
Lucian A. Bebchuk, Alma Cohen, and Allen Ferrell, 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.

The Costs of Entrenched Boards
Lucian A. Bebchuk and Alma Cohen, 6/2004.

Post-Siliconix Freeze-Outs: Theory, Evidence and Policy
Guhan Subramanian, 4/2004.

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
12 Corporate 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.
Forthcoming, Modern Company and Takeover Law in Europe by Ferrarini, Hopt, Winter Wymeersch (eds), OUP Oxford.

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.

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.
Forthcoming, 77 S. CAL. L. REV. (2004).

Bargaining in the Shadow of Takeover Defenses
Guhan Subramanian, 8/2003.

Delaware's Competition
Mark J. Roe, 8/2003.
Forthcoming, 117 Harvard Law Review _ (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.
Forthcoming, The Business Lawyer _ (11/2003)

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

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

Executive Compensation as an Agency Problem
Lucian Arye Bebchuk and Jesse M. Fried, 04/2003.
Subsequently published in
17 Journal of Economic Perspectives 71-92 (2003)

If We Understand the Mechanisms, Why Don't We Understand Their Output?
Allen Ferrell, 03/2003.
forthcoming in Journal of Corporation Law symposium on the Mechanisms of Market Efficiency.

The Drivers of Market Efficiency in Revlon Transactions
Guhan Subramanian, 03/2003.

The Trouble With Staggered Boards: A Reply to Georgeson's John Wilcox
Lucian A. Bebchuk, John C. Coates IV and Guhan Subramanian, 02/2003.

An American Perspective on the New German Anti-takeover Law
Jeffrey N. Gordon, 02/2003.

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.
Forthcoming 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.
Forthcoming, Journal of Law and Economics, 383-425 (2003).

The Hidden Virtue of Antitakeover Defenses
Sharon Hannes, 03/2002.

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).

Firms' Decisions where to Incorporate
Lucian A. Bebchuk and Alma Cohen, 03/2002.
Forthcoming, Journal of Law and Economics, (2003).

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.
Forthcoming in a book to be published by Cambridge University Press.

Directed Credit? Capital Market Competition in High-Growth Japan
Yoshiro Miwa and J. Mark Ramseyer, 09/2001.
Forthcoming in Journal of Economics and Management Strategy.

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 fromTransitional 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.
Forthcoming in a book to be published by the University of Chicago Press.

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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