Skip to main content

Selected Publications

Books and Chapters

Ensuring Corporate Misconduct: How Liability Insurance Undermines Shareholder Litigation, Univ. of Chicago Press (2010), with Tom Baker.

D&O Insurance and the Ability of Shareholder Litigation to Deter, in Research Handbook on the Economics of Corporate Law, Hill & McDonnell eds., Elgar Press (2012).

Settlement and Fees in Merger Litigation, in Research Handbook on Mergers & Acquisitions, Hill & Solomon eds., Elgar Press (2016).

Product Differentiation in the Market for Corporate Law: A Regulatory Alternative to Delaware Corporate Law, in Can Delaware Be Dethroned? Evaluating Delaware's Dominance of Corporate Law, Anabtawi, Bainbridge, Kim, and Park, eds., Cambridge Univ. Press (2018).

Private Ordering Post-Trulia: Why No Pay Provisions Can Fix the Deal Tax and Forum Selection Provisions Can't, in The Corporate Contract in Changing Times, Solomon & Thomas, eds., Univ. of Chicago Press (forthcoming 2018).

Who Collects the Deal Tax, Where, and What Delaware Can Do About It, in Handbook on Representative Shareholder Litigation, Erickson, Griffith, Webber & Winship, eds, Edward Elgar Publishing (forthcoming 2018), with Anthony A. Rickey.

Journal Articles

Dead Hand Proxy Puts and Hedge Fund Activism, Journal of Financial and Quantitative Analysis (forthcoming), with Natalia Reisel.

Resolving the Crisis in U.S. Merger Regulation: A Transatlantic Alternative to the Perpetual Litigation Machine, 35 Yale Journal on Regulation 1 (2018), with Dan Awrey & Blanaid Clarke.

Dead Hand Proxy Puts and Shareholder Value, 84 University of Chicago Law Review 1027 (2017), with Natalia Reisel.

Objections to Disclosure Settlements:  A "How To" Guide, 70 Oklahoma Law Review 281 (2017) (invited symposium contribution), with Anthony A. Rickey.

The Question Concerning Technology in Compliance, 11 Brooklyn Journal of Corporate, Financial & Commercial Law 25 (2016) (invited symposium contribution).

Corporate Governance in an Era of Compliance, 57 William & Mary Law Review 2075 (2016).

Provoking Corporate Governance Change: the Case of the Golden Leash, 164 University of Pennsylvania Law Review 649 (2016), with Matthew D. Cain, Jill E. Fisch, and Steven Davidoff Solomon.

Confronting the Peppercorn Settlement in Merger Litigation: An Empirical Analysis and a Proposal for Reform, 93 Texas Law Review 557 (2015), with Jill E. Fisch and Steven Davidoff Solomon. Reprinted at 57 Corporate Practice Commentator 493 (2015).

Correcting Corporate Benefit: How to Fix Shareholder Litigation by Shifting the Doctrine on Fees, 56 Boston College Law Review 1 (2015).

Substituted Compliance and Systemic Risk: How to Make a Global Market in Derivatives Regulation, 98 Minnesota Law Review 1291 (2014).

The Market for Preclusion in Merger Litigation, 66 Vanderbilt Law Review 1053 (2013), with Alexandra D. Lahav.

The Omnipresent Specter of Omnicare, 38 Journal of Corporation Law 753 (2013).

Governing Systemic Risk: Towards A Governance Structure for Derivatives Clearinghouses, 61 Emory Law Journal 1153 (2012). Excerpted and reprinted in part at 32 Banking & Financial Services Policy Report 13 (2013), and 3 Harv. Bus. L. Rev. Online 160 (2013), http://www.hblr.org/?p=3261.

Predicting Securities Fraud Settlements and Amounts: A Hierarchical Bayesian Model of Federal Securities Class Action Lawsuits, 9 Journal of Empirical Legal Studies 482 (2012), with Blakeley B. McShane, Oliver P. Watson, and Tom Baker.

How the Merits Matter: D&O Insurance and Securities Settlements, 157 University of Pennsylvania Law Review 755 (2009), with Tom Baker. Selected as one of the top ten Corporate/ Securities Articles of 2009 by Corporate Practice Commentator.

Predicting Corporate Governance Risk: Evidence from the Directors' & Officers' Liability Insurance Market, 74 University of Chicago Law Review 487 (2007), with Tom Baker. Excerpted in Romano, Foundations of Corporate Law, 2nd ed. (2010).

The Missing Monitor in Corporate Governance: The Directors' & Officers' Liability Insurer, 95 Georgetown Law Journal 1795 (2007), with Tom Baker. Selected as one of the top Corporate/ Securities Articles of 2007 by the Corporate Practice Commentator. Reprinted at 49 Corporate Practice Commentator 723 (2008), and excerpted in Romano, Foundations of Corporate Law, 2nd ed. (2010).

Uncovering a Gatekeeper: Why the SEC Should Mandate Disclosure of Details Concerning Directors' & Officers' Liability Insurance Policies, 154 University of Pennsylvania Law Review 1147 (2006).

Daedalean Tinkering, reviewing David Skeel's Icarus in the Boardroom, 104 University of Michigan Law Review 1247 (2006).

Good Faith Business Judgment: A Model of Rhetoric in Corporate Law Jurisprudence, 55 Duke Law Journal 1 (2005). Reprinted at 48 Corporate Practice Commentator 281 (2006).

On Corporate Law Federalism: Threatening the Thaumatrope, 61 Business Lawyer 1 (2005), with Myron T. Steele.

The Costs and Benefits of Precommitment: An Appraisal of Omnicare v. NCS Healthcare, 29 Journal of Corporation Law 569 (2004).

Spinning and Underpricing: A Legal and Economic Analysis of the Preferential Allocation of Shares in Initial Public Offerings, 69 Brooklyn Law Review 583 (2004). Reprinted in Securities Law Review, vol . 37, §3.1 (2005).

Deal Protections in the Last Period of Play, 71 Fordham Law Review 1899 (2003). Reprinted at 45 Corporate Practice Commentator 907 (2004).