Working Papers

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2018

The Perils of Dell’s Low-Voting Stock

Lucian A. Bebchuk and Kobi Kastiel

Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy

Lucian A. Bebchuk and Scott Hirst

The Untenable Case for Keeping Investors in the Dark

Lucian A. Bebchuk, Robert J. Jackson, Jr., James David Nelson, and Roberto Tallarita

How Horizontal Shareholding Harms Our Economy—and Why Antitrust Law Can Fix It

Einer Elhauge
Discussion Paper No. 2018-10

Short-Termism and Capital Flows

Jesse M. Fried and Charles C. Y. Wang
Discussion Paper No. 2018-9

The Unintegrated Economics of Corporate Tax Integration

William Andrews
Discussion Paper No. 2018-8

Powering Preemptive Rights with Presubscription Disclosure

Jesse M. Fried
Discussion Paper No. 2018-7

Citizens United As Bad Corporate Law

Jonathan R. Macey and Leo E. Strine
Discussion Paper No. 2018-6

The Law and Economics of Environmental, Social, and Governance Investing by a Fiduciary

Max M. Schanzenbach and Robert H. Sitkoff
Discussion Paper No. 2018-5

Cheap-Stock Tunneling Around Preemptive Rights

Jesse M. Fried and Holgar Spamann
Discussion Paper No. 2018-4

Do Founders Control Start-Up Firms that Go Public?

Jesse M. Fried and Brian J. Broughman
Discussion Paper No. 2018-3

The Effect of Minority Veto Rights on Controller Tunneling

Jesse M. Fried, Ehud Kamar, and Yishay Yafeh
Discussion Paper No. 2018-2, February 2018.

New Evidence, Proofs, and Legal Theories on Horizontal Shareholding

Einer Elhauge
Discussion Paper No. 2018-1, January 2018.

2017

Companies Should Maximize Shareholder Welfare Not Market Value

Oliver D. Hart and Luigi Zingales
Discussion Paper No. 2017-15, September 2017.

Using the Deal Price for Determining ‘Fair Value’ in Appraisal Proceedings

Guhan Subramanian
Discussion Paper No. 2017-14, August 2017.

The Case for Investor Ordering

Scott Hirst
Discussion Paper No. 2017-13, August 2017.

The Growing Problem of Horizontal Shareholding

Einer Elhauge
Discussion Paper No. 2017-12, June 2017.

The Agency Problems of Institutional Investors

Lucian A. Bebchuk, Alma Cohen, and Scott Hirst
Discussion Paper No. 2017-11, June 2017.

Reexamining Staggered Boards and Shareholder Value

Alma Cohen and Charles C. Y. Wang
Discussion Paper No. 2017-10, June 2017.

Foundations of Corporate Law

John Armour, Henry Hansmann, Reinier Kraakman, and Mariana Pargendler
Discussion Paper No. 2017-9, April 2017.

The Basic Governance Structure: The Interests of Shareholders as a Class

John Armour, Luca Enriques, Henry Hansmann, and Reinier Kraakman
Discussion Paper No. 2017-8, April 2017.

Dancing with Activists

Lucian A. Bebchuk, Alon Brav, Wei Jiang, and Thomas Keusch.
Discussion Paper No. 2017-7, April 2017.

The Untenable Case for Perpetual Dual-Class Stock

Lucian A. Bebchuk and Kobi Kastiel
Discussion Paper No. 2017-6, April 2017.
Forthcoming, 101 Virginia Law Review (June 2017).

Who Bleeds When the Wolves Bite? A Flesh-and-Blood Perspective on Hedge Fund Activism and Our Strange Corporate Governance System

Leo E. Strine, Jr.
Discussion Paper No. 2017-4, February 2017.

Short-Termism and Shareholder Payouts: Getting Corporate Capital Flows Right

Jesse M. Fried & Charles C. Y. Wang
Discussion Paper No. 2017-3, January 2017.

Corporate Power is Corporate Purpose II:  An Encouragement for Future Consideration from Professors Johnson and Millon

Leo E. Strine, Jr.
Discussion Paper No. 2017-2, January 2017.
Forthcoming in Washington and Lee Law Review

Corporate Power is Corporate Purpose I: Evidence from My Hometown

Leo E. Strine, Jr.
Discussion Paper No. 2017-1, January 2017.
Forthcoming in Oxford Review of Economic Policy

2016

Universal Proxies

Scott Hirst
Discussion Paper No. 2016-11, 2016.

Rationalizing the Dodd-Frank Clawback

Jesse M. Fried
Discussion Paper No. 2016-10, 2016.

Horizontal Shareholding

Einer Elhauge
Discussion Paper No. 2016-9, March 2016.
Forthcoming in 109 Harvard Law Review (2016).

The New Look of Deal Protection

Fernan Restrepo & Guhan Subramanian
Discussion Paper No. 2016-8, August 2016.
Forthcoming in Stanford Law Review 69 (2017).

Financial Advisers Can’t Overlook the Prudent Investor Rule

Max M. Schanzenbach & Robert H. Sitkoff
Discussion Paper No. 2016-7, August 2016.
Subsequently published in Journal of Financial Planning (August 2016).

Social Responsibility Resolutions

Scott Hirst
Discussion Paper No. 2016-6, August 2016.

Deal Process Design in Management Buyouts

Guhan Subramanian
Discussion Paper No. 2016-5, June 2016.
Forthcoming in Harvard Law Review (Dec. 2016).

Servants of Two Masters? The Feigned Hysteria over Activist-Paid Directors

Yaron Nili
Discussion Paper No. 2016-4, February 2016.
Subsequently published in 18 Journal of Business Law (2016).

The ‘New Insiders’: Rethinking Independent Directors’ Tenure

Yaron Nili
Discussion Paper No. 2016-3, August 2015.
Forthcoming in 67 Hastings Law Journal (2016).

Revocable Trusts and Incapacity Planning: More than Just a Will Substitute

David Joseph Feder & Robert H. Sitkoff
Discussion Paper No. 2016-2, February 2016.
Subsequently published in 24 Elder Law Journal (2016).

Frozen Charters

Scott Hirst
Discussion Paper No. 2016-1, January 2016.
Forthcoming in 34 Yale Journal on Regulation (2017).

2015

The Soviet Constitution Problem in Comparative Corporate Law: Testing The Proposition That European Corporate Law is More Stockholder-Focused Than U.S. Corporate Law

Leo E. Strine, Jr.
Discussion Paper No. 2015-14, December 2015.
Subsequently published in 89 Southern California Law Review (2016).

Corporate Power Ratchet: The Courts’ Role in Eroding “We the People’s” Ability to Constrain Our Corporate Creations

Leo E. Strine, Jr.
Discussion Paper No. 2015-13, October 2015.
Subsequently published in 51 Harvard Civil Rights-Civil Liberties Law Review (Winter 2016).

Monetary Liability for Breach of the Duty of Care?

Holger Spamann
Discussion Paper No. 2015-12, September 2015.

Horizontal Shareholding as an Antitrust Violation

Einer Elhauge
Discussion Paper No. 2015-11, July 2015.
Subsequently published in 129 Harvard Law Review (2016).

Effect of Delaware Doctrine on Freezeout Structure and Outcomes: Evidence on the Unified Approach

Fernan Restrepo & Guhan Subramanian
Discussion Paper No. 2015-10, July 2015.
Subsequently published in 5 Harvard Business Law Review (2015).

Corporate Governance 2.0

Guhan Subramanian
Discussion Paper No. 2015-9, July 2015.
Subsequently published in 93 Harvard Business Review (2015).

Delaware’s Choice

Guhan Subramanian
Discussion Paper No. 2015-8, July 2015.
Subsequently published in 39 Delaware Journal of Corporate Law (2014).

Corporate Governance and Its Political Economy

Mark J. Roe & Massimiliano Vatiero
Discussion Paper No. 2015-7, May 2015.
Forthcoming in Oxford Handbook of Corporate Governance.

M&A Contracts: Purposes, Types, Regulation, and Patterns of Practice

John C. Coates IV
Discussion Paper No. 2015-6, April 2015.
Subsequently published in Research Handbook on Shareholder Power.

Nuclear Power and the Mob: Extortion and Social Capital in Japan

Mark Ramseyer
Discussion Paper No. 2015-5, March 2015.

The Prudent Investor Rule and Market Risk: An Empirical Analysis

Max M. Schanzenbach & Robert H. Sitkoff
Discussion Paper No. 2015-4, March 2015.
Forthcoming in Journal of Empirical Legal Studies.

Empirical Comparative Law

Holger Spamann
Discussion Paper No. 2015-3, March 2015.
Subsequently published in 11 Annual Review of Law and Social Science (2015).

Originalist or Original: The Difficulties of Reconciling Citizens United with Corporate Law History

Leo E. Strine, Jr. and Nicholas Walter
Discussion Paper No. 2015-2, February 2014.
Subsequently published in 91 Notre Dame Law Review (2016).

A Job is Not a Hobby: The Judicial Revival of Corporate Paternalism and Its Problematic Implications

Leo E. Strine, Jr.
Discussion Paper No. 2015-1, January 2015.
Subsequently published in Journal of Corporation Law (2015).

2014

The Long-Term Effects of Hedge Fund Activism

Lucian A. Bebchuk, Alon Brav, and Wei Jiang
Discussion Paper No. 2014-15, December 2014.
Subsequently published in 115 Columbia Law Review 1085-1156 (2015).

Documenting the Deal: How Quality Control and Candor Can Improve Boardroom Decision-Making and Reduce the Litigation Target Zone

Leo E. Strine, Jr.
Discussion Paper No. 2014-14, October 2014.
Subsequently published in 70 The Business Lawyer (2015).

The Siren Song of Unlimited Contractual Freedom

Leo E. Strine, Jr. and J. Travis Laster
Subsequently published in Elgar Handbook on Alternative Entities
Discussion Paper No. 2014-13, August 2014.

Conservative Collision Course?: The Tension between Conservative Corporate Law Theory and Citizens United

Leo E. Strine, Jr. and Nicholas Walter
Discussion Paper No. 2014-12, August 2014.
Subsequently published in 100 Cornell Law Review (2015).

Toward a Constitutional Review of the Poison Pill

Lucian A. Bebchuk and Robert J. Jackson, Jr.
Discussion Paper No. 2014-11, 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
Discussion Paper No. 2014-10, 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
Discussion Paper No. 2014-9, April 2014.

Can We Do Better by Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological Mythologists of Corporate Law

Leo E. Strine, Jr.
Discussion Paper No. 2014-8, 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
Discussion Paper No. 2014-7, February 2014.

Structural Corporate Degradation Due to Too-Big-To-Fail Finance

Mark J. Roe
Discussion Paper No. 2014-6, February 2014.
Subsequently published in 162 University of Pennsylvania Law Review 1419-1464 (2014).

Clearinghouse Overconfidence

Mark J. Roe
Discussion Paper No. 2014-5, 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
Discussion Paper No. 2014-4, 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
Discussion Paper No. 2014-3, 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
Discussion Paper No. 2014-2, January 2014.

Cost-Benefit Analysis of Financial Regulation: Case Studies and Implications

John C. Coates IV
Discussion Paper No. 2014-1, January 2014.

2013

Rethinking Basic

Lucian A. Bebchuk and Allen Ferrell
Discussion Paper No. 2013-5, December 2013.
Subsequently published in The Business Lawyer 671-697 (2014).

The Myth That Insulating Boards Serves Long-Term Value

Lucian A. Bebchuk
Discussion Paper No. 2013-4, 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
Discussion Paper No. 2013-3, May 2013.

Lessons From SEC v. Citigroup: The Optimal Scope for Judicial Review of Agency Consent Decrees

Dorothy Shapiro
Discussion Paper No. 2013-3, May 2013.

Carrots & Sticks: How VCs Induce Entrepreneurial Teams to Sell Startups

Brian Broughman and Jesse M. Fried
Discussion Paper No. 2013-2, 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
Discussion Paper No. 2013-1, January 2013.
Subsequently published in The Business Lawyer 1-78 (2013).

2012

The Corporate Shareholder’s Vote and its Political Economy, in Delaware and in Washington

Mark J. Roe
Discussion Paper No. 2012-14, October 2012.

A Spatial Representation of Delaware-Washington Interaction in Corporate Lawmaking

Mark J. Roe
Discussion Paper No. 2012-13, October 2012.

Derivatives Markets in Bankruptcy

Mark J. Roe
Discussion Paper No. 2012-12, October 2012.

A Capital Market, Corporate Law Approach to Creditor Conduct

Mark J. Roe and Federico Cenzi Venezze
Discussion Paper No. 2012-11, October 2012.

Was the Chrysler Reorganization Different?

Mark J. Roe and Joo-Hee Hong
Discussion Paper No. 2012-10, October 2012.

Derivatives Trading and Negative Voting

Holger Spamann
Discussion Paper No. 2012-9, September 2012.

Allocating Risk Through Contract: Evidence from M&A and Policy Implications

John C. Coates IV
Discussion Paper No. 2012-8, September 2012.

Shining Light on Corporate Political Spending

Lucian A. Bebchuk and Robert J. Jackson, Jr.
Discussion Paper No. 2012-7, September 2012.
Subsequently published in 101Georgetown Law Journal 923-967 (2013).

Insider Trading Via the Corporation

Jesse M. Fried
Discussion Paper No. 2012-6, August 2012.

Delaware Law as Lingua Franca: Theory and Evidence

Brian Broughman, Jesse M. Fried and Darian Ibrahim
Discussion Paper No. 2012-5, July 2012.

Do VC’s Use Inside Rounds to Dilute Founders? Some Evidence from Silicon Valley

Jesse M. Fried and Brian J. Broughman
Discussion Paper No. 2012-4, July 2012.
Subsequently published in 18 Journal of Corporate Finance 1104-1120 (2012).

Reforming the Short-Term Funding Markets

Morgan Ricks
Discussion Paper No. 2012-3, May 2012.

Corporate Philanthropy as Signaling and Co-Optation

Roy Shapira
Subsequently published in 80 Fordham Law Review 1889-1939 (2012)
Discussion Paper No. 2012-2, April 2012.

Improving Retirement Savings Options for Employees

James Kwak
Discussion Paper No. 2012-1, February 2012.

2011

Trust Law as Fiduciary Governance Plus Asset Partitioning

Robert H. Sitkoff
Discussion Paper No. 2011-10, November 2011.

Excess-Pay Clawbacks

Jesse M. Fried and Nitzan Shilon
Discussion Paper No. 2011-9, November 2011.

A Regulatory Design for Monetary Stability

Morgan Ricks
Discussion Paper No. 2011-8, September 2011.

The Law and Economics of Blockholder Disclosure

Lucian Bebchuk and Robert J. Jackson Jr.
Discussion Paper No. 2011-7, 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
Discussion Paper No. 2011-6, June 2011.

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

Lucian Bebchuk, Alma Cohen and Charles C.Y. Wang
Discussion Paper No. 2011-5, June 2011.

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

J. Mark Ramseyer and Eric B. Rasmusen
Discussion Paper No. 2011-4, May 2011.

Event Study Analysis: Correctly Measuring the Dollar Impact of an Event

Allen Ferrell and Atanu Saha
Discussion Paper No. 2011-3, April 2011.

Forward-Casting 10b-5 Damages: A Comparison to Other Methods

Allen Ferrell and Atanu Saha
Discussion Paper No. 2011-2, April 2011.

The Law and Finance of Broker-Dealer Mark-Ups

Allen Ferrell
Discussion Paper No. 2011-1, 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
Subsequently published 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.