Lucian Arye Bebchuk

James Barr Ames Professor of Law, Economics, and Finance
Director of the Program on Corporate Governance

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Lucian Bebchuk
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Harvard Law School
1545 Mass. Ave.
Cambridge, MA 02138
Fax: 617-812-0554


Assistant:
Phone: (617)-384-0189
Fax: 617-812-0721

 

 


2000-2023 Publications and Working Papers:

(All earlier publications, working papers, and op-eds can be downloaded from
the Published Papers, Working Papers and Op-Eds areas on this site).


SSRN Author Page / Google Scholar Profile

2024


A Series of Current Posts on Tesla's Governance Problems:

The Elephant in Tesla's Boardroom
Promarket, June 6, 2024 (with Robert Jackson)

Tesla Investors Deserve Musk's Attention
Promarket, June 7, 2024 (with Robert Jackson)

Tesla is Short in Director Independence
Promarket, June 8, 2024 (with Robert Jackson)

Tesla Should Take the Court Decision Seriously, Not Dismissively
Promarket, June 10, 2024

Tesla Directors Took a Big Accounting Bet With No Independent Accounting Advice
Promarket, June 11, 2024 (with Robert Jackson)

2023

ביקורת שיפוטית על הרפורמה המשפטית

Judicial Review of the Israeli Legal Reform
Forthcoming, University of Tel Aviv Review Forum, Volume 48, (2023)
Media coverage about the study: Haaretz, Haaretz (2)

How Twitter Pushed Stakeholders Under The Bus
Forthcoming, Stanford Journal of Law, Business, and Finance, Volume 28, (2023)
Harvard Law School Program on Corporate Governance Working Paper No. 2023-1
Harvard Law School Olin Discussion Paper No. 1102
European Corporate Governance Institute (ECGI) - Law Working Paper No. 704/2023
Media coverage about the study: The National Law Review
ProMarket post about the study

2022

Competing Views on the Economic Structure of Corporate Law
University of Chicago Business Law Review, Vol. 1, (2022).

Does Enlightened Shareholder Value Add Value?
(with Kobi Kastiel and Roberto Tallarita)
The Business Lawyer, Vol. 77 (2022)
ProMarket post about the study
Harvard Corporate Governance Forum post about this study

The Law and Economics of Equity Swap Disclosure
Harvard Corporate Governance Forum post about this study

The Perils and Questionable Promise of ESG-Based Compensation
(with Roberto Tallarita)
Journal of Corporation Law (2022)
Media coverage about the study: Financial Times (1), Financial Times (2), Bloomberg
Harvard Corporate Governance Forum post about this study
ProMarket column by us about the study.

Stakeholder Capitalism in the Time of COVID
(with Kobi Kastiel and Roberto Tallarita)
Yale Journal on Regulation, Volume 40 (1), 2023
Media coverage about the study: WSJ, Financial Times, New York Times
Harvard Corporate Governance Forum post about this study
ProMarket op-ed by us about the study

The Power of the Big Three and Why It Matters
Boston University Law Review, Vol. 102, No.5 (2022)
(with Scott Hirst)
[Selected as one of the year's top 10 corporate and securities articles in the annual poll of corporate law professors and reprinted in 65 Corporate Practice Commentator 245 (2023).]

2021

Will Corporations Deliver Value to All Stakeholders?
(with Roberto Tallarita)
75 Vanderbilt Law Review, Vol. 77, Issue 3, (2022)
WSJ Op-ed article by us about the study
Media coverage about the study: Financial Times, Financial Times (2), WSJ, WSJ (2), National Review, St. Louis Post-Dispatch, Fortune, Forbes, UK Today News, Forbes
Blog coverage about the study: Wachtell Lipton, Seeking Alpha
Promarket post about the study

Don’t Let the Short-Termism Bogeyman Scare You
Harvard Business Review, January-February 2021
Media coverage: Financial Times, ProMarket, MarketWatch, Economist, Harvard Corporate Governance Forum

For Whom Corporate Leaders Bargain
(with Kobi Kastiel and Roberto Tallarita)
Southern California Law Review Vol. 94, (2021).
Media coverage about the study: Financial Times, Agenda, Economist, Harvard Corporate Governance Forum

2020

The Illusory Promise of Stakeholder Governance
(with Roberto Tallarita)
106 Cornell Law Review, 91-178 (2020).

Media coverage about the study: Reuters (1), Bloomberg (1), Financial Times (1), Economist (1), Financial Times (2), Reuters (2), The Hill, Washington Examiner, Fortune (1), Board Agenda, Responsible Investor, Fast Company, Bloomberg (2), Forbes (1), InsideSources, Forbes (2), Agenda, Board Agenda, LA Times, WSJ, Forbes (3), Bloomberg (3), Economist (2), Globe and Mail, Forbes (4), Manila Times, Board Agenda, Law360, Fortune (2), Fortune (3), Pension & Investments, JD Supra, Directors and Boards, Financial Times (3), Barron's, New York Times, Forbes (5), Fortune (4), City Journal, IR Magazine, Epoch Times, CNS News
Blog posts about the study: Professor Bainbridge, JD Supra, Lexology, Value Edge, HLS Forum (1), HLS Forum (2), ProMarket.
Selected in a poll by academic corporate law scholars as one of the ten Best Corporate and Securities Articles of 2021.

Video of presentation of the paper at the Stigler Center conference
Discussion Slides by Alex Edmans at the Stigler Center conference
Participation in the Milken Institute Global Conference 2020
Video of the Oxford Debate between Lucian Bebchuk and Colin Mayer
Keynote Presentation at the ICGN Global Virtual Summit 2020
Audio of a conversation between Lucian Bebchuk and Rebecca Henderson on the Leadership Next podcast of Ellen McGirt and Alan Murray
Video of a debate between Lucian Bebchuk and Alex Edmans hosted by London Business School
Video presentation of a debate with Alex Edmans on "The Promise of Stakeholder Capitalism: Illusory or Real?"
Video of panel on the study at the SOHO-ECGI Sustainable Finance Conference

The Untenable Case for Keeping Investors in the Dark
(with Robert J. Jackson, Jr., James David Nelson, and Roberto Tallarita)
10 Harvard Business Law Review 1-48, 2020.
Harvard Law School John M. Olin Center Discussion Paper No. 1025
Harvard Corporate Governance Forum post about the paper

SEC Comment Letter regarding Shareholder Proposal Rules, February 2020

SEC Comment Letter regarding Proxy Advisor Regulation, February 2020

2019

Dancing with Activists
(with Alon Brav, Wei Jiang, and Thomas Keusch)
137 Journal of Financial Economics, 1-41, (2020).
Harvard Law School Olin Discussion Paper No. 906, May 2017.
European Corporate Governance Institute (ECGI) - Finance Working Paper No. 604/2019
[Winner of the Best Paper Prize in the 2015 FMA Consortium on Activist Investors, Corporate Governance and Hedge Funds]
Media coverage about the study: Insead, HLS Forum

Index Funds and the Future of Corporate Governance: Theory, Evidence, and Policy
(with Scott Hirst)
119 Columbia Law Review 2029-2146 (2019).
Harvard Law School Olin Discussion Paper No. 986, December 2018.
European Corporate Governance Institute (ECGI) - Law Working Paper No. 433/2018
[Selected as one of the top 10 corporate and securities articles in the annual poll of corporate law professors.]
Media coverage: HLS Forum, Financial Times (Owen Walker), Agenda (Jennifer Williams-Alvarez), WSJ (Simon Constable), Wealth Professional (Leo Almazora), CNBC (Eric Rosenbaum), Reuters (Tim McLaughlin & Ross Kerber), Bloomberg (David McLaughlin and Annie Massa), Harvard Magazine (Erin O'Donnell), Harvard Law Today, Institutional Investor, MSN

The Specter of the Giant Three
99 Boston University Law Review 721-741 (2019).
(with Scott Hirst)
Harvard Law School Olin Discussion Paper No. 1004, May, 2019.
Harvard Law School John M. Olin Center Discussion Paper No. 1004
European Corporate Governance Institute (ECGI) - Finance Working Paper No. 608/2019
Media coverage: HLS Forum, JD Supra, SWF Institute, Financial Times (Owen Walker), Agenda (Jennifer Williams-Alvarez), WSJ (Simon Constable), Wealth Professional (Leo Almazora), MarketWatch (Andrea Riquier), NPR (Greg Rosalsky), EN24(Quentin Soubranne), Harvard Magazine (Erin O'Donnell), MarketWatch, Financial Times

Index Funds and the Future of Corporate Governance: Presentation Slides
(with Scott Hirst)
November, 2019
Harvard Corporate Governance Forum post about the slides

The Perils of Small-Minority Controllers
(with Kobi Kastiel)
107 Georgetown Law Journal 1453-1514 (2019).
Harvard Law School John M. Olin Center Discussion Paper No. 985
European Corporate Governance Institute (ECGI) - Law Working Paper No. 434/2018
Media coverage: HLS Forum, Pensions & Investments (Meaghan Kilroy)
Video of presentation at the 2018 GCGC Conference. Find the slides here.
Slides from presentation at the 2018 ECGI-BIU Conference on Differential Voting Shares are available here.

Bringing Transparency to Corporate Political Spending: Keynote Remarks at the Corporate Political Accountability Roundtable (February 2019)

2018

The Lifecycle Theory of Dual-Class Structures
(with Kobi Kastiel)
Harvard Corporate Governance Forum post about the paper

The Misguided Attack on Common Ownership
(with Scott Hirst)
Harvard Corporate Governance Forum post about the paper

The Perils of Dell's Low-Voting Stock
(with Kobi Kastiel)
Harvard Corporate Governance Forum post about the paper

2017

The Agency Problems of Institutional Investors
(with Alma Cohen and Scott Hirst)
31 Journal of Economic Perspectives 89-102 (2017).
Harvard Law School Olin Discussion Paper No. 930
Media coverage: HLS Forum, Livewire Markets, The Economist, ProMarket
Blog posts noting this paper: ProfessorBainbridge.com.

The Untenable Case for Perpetual Dual-Class Stock
(with Kobi Kastiel)
101 Virginia Law Review 585-631 (2017).
Harvard Law School John M. Olin Center Discussion Paper No. 905
Blog posts noting this paper: HLS Forum, ProfessorBainbridge.com.
Media coverage: Wall Street Journal (Daisy Maxey), Pensions & Investments (Meaghan Kilroy), New York Times (James B. Stewart), The Street (Kevin Curran)

Recent Board Declassifications: A Response to Cremers and Sepe
(with Alma Cohen)
Harvard Corporate Governance Forum post about the paper

Independent Directors and Controlling Shareholders
(with Assaf Hamdani)
165 University of Pennsylvania Law Review 1271-1315 (2017).
Media coverage: Independent Directors & Boards
Harvard Corporate Governance Forum post about the paper

2015

The Long-Term Effects of Hedge Fund Activism
(with Alon Brav and Wei Jiang)
115 Columbia Law Review 1085-1156 (2015).
Harvard Law School John M. Olin Center Discussion Paper No. 802
Wall Street Journal op-ed about the study.
Critiques by Wachtell Lipton: Current Thoughts About Activism, The Bebchuk Syllogism, Empiricism and Experience; Activism and Short-Termism; the Real World of Business.
Responses by Bebchuk, Brav, and Jiang: Don t Run Away from the Evidence: A Reply to Wachtell Lipton, Still Running Away from the Evidence: A Reply to Wachtell Lipton s Review of Empirical Work.
Media coverage: Wall Street Journal (Justin Lahart), Wall Street Journal (Gregory Millman), Wall Street Journal (Maxwell Murphy and Emily Chasan), Wall Street Journal (Gregory Millman), Wall Street Journal (Gregory Millman), Wall Street Journal (Dennis K. Berman), WSJ op-ed (Carl Icahn), New York Times DealBook (Steven M. Davidoff), New York Times DealBook (Michael J. de la Merced and Julie Creswell), Harvard Business Review (Justin Fox), Harvard Business Review (Bill George and Jay W. Lorsch), The Economist, The Economist, The Economist, Bloomberg editorial, Bloomberg View (Matt Levine), Thomson Reuters (James Saft), Thomson Reuters (James Saft), Reuters Breakingviews (video), Reuters Breakingviews (Richard Beales), Time (Rana Foroohar), CNBC (John Carney), CNBC (Lawrence Delevingne), CNBC (Transcript), Fox Business (Matt Egan), Forbes (Robert Lenzner), Fortune (Lauren Silva Laughlin), Globe and Mail (Finn Poschmann), Barron's (Avi Salzman), Haaretz (Eytan Avriel), CFO Magazine (Keith Button), National Law Review, Baseline Scenario (James Kwak), Dealbreaker (Matt Levine), The Conglomerate (David Zaring), The Conglomerate (David Zaring), The Conglomerate (David Zaring), M&A Law Prof Blog (Brian JM Quinn), DealLawyers (Broc Romanek), Laurel Hill (W. J. Catacosinos), CFO Magazine (Keith Button), Berman DeValerio, Kitchener-Waterloo Record (Ryan Lijdsman), IEDP Blog, ValueWalk (Mark Melin), ValueWalk, American Lawyer (Michael D. Goldhaber), SEC Actions (Thomas O. Gorman), ValueWalk (Yvan Allaire), CFO Magazine (Edward Teach), LawFirms.com (Jerry Meehan), The Australian Financial Review (John Kehoe), Forbes (Geoff Colvin).

2014

Toward a Constitutional Review of the Poison Pill
(with Robert J. Jackson, Jr.)
114 Columbia Law Review 1549-1594 (2014).
Harvard Law School John M. Olin Center Discussion Paper No. 772
Media coverage: M&A Law Prof Blog (Brian JM Quinn), Bloomberg View (Matt Levine), American Lawyer (Hilary Johnson), American Lawyer (Hilary Johnson), Wall Street Journal (Ronald Barusch).

Rethinking Basic
(with Allen Ferrell)
69 The Business Lawyer 671-697 (2014).
Harvard Law School John M. Olin Center Discussion Paper No. 764
Media coverage: SSRN Blog, SCOTUSblog (Amanda Frost), Business Law Prof Blog (Stefan J. Padfield).

Golden Parachutes and the Wealth of Shareholders
(with Alma Cohen and Charles C.Y. Wang)
25 Journal of Corporate Finance 140-154 (2014).
Harvard Law School John M. Olin Center Discussion Paper No. 683
Media coverage: U.S News and World Report, The American Prospect (David Dayen).

2013

Towards the Declassification of S&P 500 Boards
(with Scott Hirst and June Rhee)
3 Harvard Business Law Review 157-184 (2013).

Pre-Disclosure Accumulations by Activist Investors: Evidence and Policy
(with Alon Brav, Robert J. Jackson, Jr. and Wei Jiang)
39 Journal of Corporation Law 1-34 (2013).
Media coverage: Wall Street Journal, Dealbreaker.

The Myth that Insulating Boards Serves Long-Term Value
113 Columbia Law Review 1637-1694 (2013).
A response article in the Columbia Law Review by Chief Justice Leo Strine.
Media coverage: aiCIO, Thomson Reuters, Baseline Scenario, Thomson Reuters, American Lawyer, AFR.

Shining Light on Corporate Political Spending
(with Robert J. Jackson, Jr.)
101Georgetown Law Journal 923-967 (2013).
[Reprinted in 55 Corporate Practice Commentator 4 (2014)]
Media coverage: Businessweek, International Business Times, Los Angeles Times.

Learning and the Disappearing Association between Governance and Returns
(with Alma Cohen and Charles C.Y. Wang)
108 Journal of Financial Economics 323-348 (2013).
Won the Investor Responsibility Research Center Institute s 2013 Academic Research Award
Media coverage: Economist, Financial Times, Wall Street Journal SmartMoney, Corporate Board Member , CorpGov.net.

2012

The Law and Economics of Blockholder Disclosure
(with Robert J. Jackson Jr.)
2 Harvard Business Law Review 40-60 (2012).
Media coverage: Bloomberg View.
Presentation slides

Negative-Expected-Value Suits
(with Alon Klement)
Procedural Law and Economics (Chris Sanchirico, ed., 2012).

2011

Staggered Boards and the Wealth of Shareholders:
Evidence from Two Natural Experiments
(with Alma Cohen and Charles C.Y. Wang)
Harvard Law School Olin Discussion Paper No. 697, June 2011.
Media coverage: New York Times DealBook, Thomson Reuters.

Self-Fulfilling Credit Market Freezes
(with Itay Goldstein)
24 Review of Financial Studies 3519-3555 (2011).
Won the 2011 Marshall Blume Prize in Financial Research
Media coverage: Forbes.

The CEO Pay Slice
(with Martijn Cremers and Urs Peyer)
102 Journal of Financial Economics 199-221 (2011).
Media coverage: Wall Street Journal, Huffington Post, CBS MoneyWatch, BNET, Reuters, Governance Notes, Finance Professor, The Faster Times, Irish Law Forum, Jason Apollo Voss, Zethics's Blog, Toro's Market Blog, Naked Capitalism, MarketWatch.

2010

Golden Parachutes and the Wealth of Shareholders
(with Alma Cohen and Charles C.Y. Wang)
25 Journal of Corporate Finance 140-154 (2014).
Blog post about the study at: Baseline Scenario.

How to Fix Bankers Pay
139 Daedalus 52-60 (2010).
[Reprinted in Economics of Financial Law (Geoffrey P. Miller, ed.)
Christian Science Monitor article about the study

Corporate Political Speech: Who Decides?
(with Robert J. Jackson, Jr.)
124 Harvard Law Review 83-117 (2010).

Bundling and Entrenchment
(with Ehud Kamar)
123 Harvard Law Review 1551-1595 (2010).
[Selected as one of the year's top 10 corporate and securities articles in the annual poll of corporate law professors.]
Article in Securities Regulation & Law Report.

Investor Protection and Interest Group Politics
(with Zvika Neeman)
23 Review of Financial Studies 1089-1119 (2010).

Private Ordering and the Proxy Access Debate
(with Scott Hirst)
65 The Business Lawyer 329–360 (2010).

Paying for Long-Term Performance
(with Jesse Fried)
158 University of Pennsylvania Law Review 1915-1960 (2010).

The Wages of Failure:
Executive Compensation at Bear Stearns and Lehman 2000-2008
(with Alma Cohen and Holger Spamann)
27 Yale Journal on Regulation 257-282 (2010).
Harvard Law and Economics Discussion Paper No. 657
ECGI - Finance Working Paper No. 287
Media coverage about the study in: New York Times, Wall Street Journal, Boston Globe, Bloomberg, New York Review of Books, Baltimore Sun, SmartMoney, Risk Magazine, Harvard Crimson, and CNN Money
Blog posts about the study at: Wall Street Journal, Baseline Scenario, The Huffington Post, CBS News, Reuters, Naked Capitalism, Dealscape, Daily Kos, The Corporate Library, The Conference Board, St. Louis Post-Dispatch, LiveMint, Dealbreaker, Air America, AlterNet, Too Much, Muckety, The Confluence, The Economic Populist, SurlyTrader, The Big Picture, Relax Your Jaw, Creative Destruction, The Center for Public Integrity, The Situationist, MarketWatch, and VoxEU.
TV coverage about the study on: NBC’s Today Show.
Financial Times op-ed about the study.
Frank Rich op-ed in the New York Times.

Consent and Exchange
(with Oren Bar-Gill)
39 Journal of Legal Studies 375-397 (2010).

Lucky CEOs and Lucky Directors
(with Yaniv Grinstein and Urs Peyer)
65 Journal of Finance 2363-2401(2010).

The State of Corporate Governance Research
(with Michael S. Weisbach)
23 Review of Financial Studies 939-961 (2010).

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

Regulating Bankers' Pay
(with Holger Spamann)
98 Georgetown Law Journal 247-287 (2010).
[Selected as one of the year s top 10 corporate and securities articles in the annual poll of corporate law professors.]
Noted in New Republic, June 24, 2009, Seeking Alpha, July 1, 2009, and The Deal, August 27, 2009.
Blog posts noting this paper: The Conglomerate, Baseline Scenario and Business Law Professor.

2009

Buying Troubled Assets
26 Yale Journal on Regulation 343-358 (2009).

The Elusive Quest For Global Governance Standards
(with Assaf Hamdani)
157 University of Pennsylvania Law Review 1263-1317 (2009).
Reviewed in the Florida SBA Annual Report

How To Make TARP II Work
Harvard Law and Economics Discussion Paper No. 626, February 2009.
WSJ.com article about this study
Financial Times column about the study
Associated Press story about the study

What Matters in Corporate Governance?
(with Alma Cohen and Allen Ferrell)
22 Review of Financial Studies 783-827 (2009).
Data on the Entrenchment Index 1990-2006
List of over 307 studies using the entrenchment index
Media coverage about the study in Bloomberg, Business Week, Dow Jones Wireservices, Board Alert, Pensions and Investments, TheStreet.com, UNEP Finance Initiative, Orange County Business Journal, and MarketWatch, and AP.

2008

Unfreezing Credit Markets
Harvard Law and Economics Discussion Paper No. 622, December 2008.
Interview about this paper with WSJ online.

A Better Plan for Addressing the Financial Crisis
5 The Economists' Voice, Issue 5, Article 6 (2008).
[Reprinted in 12 Wall Street Lawyer 10 (2008)]
[Reprinted in The Economists' Voice 2.0 (Edlin and Stiglitz, eds., 2012)]

Shareholder Rights and the DGCL
26 Delaware Lawyer 16-17 (2008).

2007

CEO Centrality
(with Martijn Cremers and Urs Peyer)
Harvard Law School Olin Discussion Paper No. 601, November 2007.

The Myth of the Shareholder Franchise
93Virginia Law Review 675-732 (2007)
[Selected as one of the year s top 10 corporate and securities articles in the annual poll of corporate law professors.]
One of the five most-cited law review articles in 2007 (in all legal fields) according to 110(8) Michigan Law Review 1483-1520 (2012).
The Raben lecture on corporate law, Yale Law school.
Lecture slides
Media coverage about this study in Social Funds, Wall Street Journal, and Pensions & Investments.

Response to this article:

Testimony before House Financial Services Committee on Shareholder Advisory Votes on Compensation

Insider Luck
Harvard Magazine, March-April 2007.

2006

Pay Distribution in the Top Executive Team
(with Martijn Cremers & Urs Peyer)
Harvard Law School Olin Discussion Paper No. 574, December 2006.
Noted in Forbes, Mar 12, 2007.

Lucky Directors
(with Yaniv Grinstein & Urs Peyer)
Harvard Law School Olin Discussion Paper No. 573, December 2006.
Media coverage about the study in Social Funds, The Guardian, Associated Press, New York Times, Wall Street Journal, Washington Post, Financial Times, Investment News, Securities Law360, Red Herring, and Los Angeles Times.
Noted in USA Today, Mar 29, 2007, Forbes, Dec 18, 2006, MSNBC, Dec 18, 2006, and Houston Chronicle, Dec 18, 2006.
Powerpoint presentation

Lucky CEOs
(with Yaniv Grinstein & Urs Peyer)
Harvard Law School Olin Discussion Paper No. 566, November 2006.
Media coverage about the study in Social Funds, Atlanta Journal-Constitution, Associated Press, Boston Globe, New York Times, Wall Street Journal, Washington Post, Financial Times, and Los Angeles Times.
Noted in Financial Times, Dec 10, 2006, Investment News, Nov 27, 2006, The Independent, Nov 18, 2006, Houston Chronicle, Dec 14, 2006, and Houston Chronicle, Dec 9, 2006.

Federal Corporate Law: Lessons From History
(with Assaf Hamdani)
106 Columbia Law Review 1793-1839 (2006).

Letting Shareholders Set the Rules
119 Harvard Law Review 1784-1813 (2006).

The Market for Corporate Law
(with Oren Bar-Gill and Michal Barzuza)
162 Journal of Institutional and Theoretical Economics 134-171 (2006).

One-Sided Contracts in Competitive Consumer Markets
(with Richard A. Posner)
104 Michigan Law Review 827-836 (2006)
[Reprinted (translated into Spanish) in 57 Themis Law Review (2010)].

On the Validity of Poison Pill By-laws
(with Jay W. Eisenhofer, Stuart M. Grant, Michael J. Barry, and P. Bradford deLeeuw)
Working Draft, June 2006.

Comments on the Proposed Rules Concerning the Disclosure of Executive Compensation
(with Jesse Fried and Robert Jackson Jr.)
Article in SEC Today about the Filed Comments

Director Liability
(with Joseph Bachelder, Roel Campos, Byron Georgiou, Alan Hevesi, William Lerach, Robert Mendelsohn, Robert Monks, Toby Myerson, John Olson, Leo Strine, and John Wilcox)
31 Delaware Journal of Corporate Law 1011-1045 (2006).

2005

Firm Expansion and CEO Pay
(with Yaniv Grinstein)
Harvard Law School Olin Discussion Paper No. 533, November 2005.

A Political Economy Model of Investor Protection
(with Zvika Neeman)
Incomplete Working Draft, July 2005.

The Costs of Entrenched Boards
(with Alma Cohen)
78 Journal of Financial Economics 409-433 (2005)
Data on staggered boards 1990-2002
Media coverage about the study in The Economist, NBER Digest, Wall Street Journal Online, Social Funds.
Study noted in HedgeWorld Daily News, Feb. 9, 2006.
Included in the JFE “Hall of Fame” (http://jfe.rochester.edu/allstar.htm) of influential JFE articles that have that have an average of 10 or more citations per year since publication; Supported by BSI-Gamma foundation grant.

The Case for Increasing Shareholder Power
118 Harvard Law Review 833-917 (2005).
Article about the study in Pensions and Investments.
Response to this article: Paul K. Rowe, Theodore N. Mirvis and William Savitt, Bebchuk s Case for Increasing Shareholder Power : An Opposition
Study noted in SocialFunds.com, Feb. 18, 2005
One of the five most-cited law review articles in 2005 (in all legal fields) according to 110(8) Michigan Law Review 1483-1520 (2012).
[Reprinted in Foundations of Corporate Law, 2nd ed., (Romano, ed., 2010).]

Pay without Performance: Overview of the Issues
(with Jesse Fried)
30 Journal of Corporation Law 647-673 (2005).,
17 Journal of Applied Corporate Finance 8-22 (2005).,
February Academy of Management Perspectives 5-24 (2006).
[Reprinted in The History of Modern U.S. Corporate Governance (Brian R. Cheffins, ed., 2011).]
[Reprinted in Foundations of Corporate Law, 2nd ed., (Romano, ed., 2010).]
[Reprinted (translated into Mandarin) in 13 Tsinghua Commercial Law Review 2: 119-225 (2007). PDF file]
Excerpted in Reinier Kraakman and Vikramaditya S. Khanna, Commentaries and Cases on the Law of Business Organization, 7th edition, 2024

The Growth of Executive Pay
(with Yaniv Grinstein)
21 Oxford Review of Economic Policy 283-303 (2005).
Figures from this paper
Article about the study in The New Republic: A Journal of Politics and the Arts, Daily Report, SEC Today, Washington Post, The Economist.
Study noted in Forbes, May 19, 2008, The Christian Science Monitor, Jan. 4, 2007, Washington Post, Dec. 22, 2006, The Journal Times Online, Jun. 22, 2006, The Capital (Annapolis, MD), Apr. 10, 2006, New York Times, Mar. 5, 2006, National Post, Feb. 18, 2006, New Yorker, Feb. 6, 2006, Investment News, Jan. 23, 2006, The Record, Jan. 17, 2006, New York Times, Jan. 11, 2006, Wall Street Journal, Jan. 11, 2006, New York Times, Jan. 5, 2006, New York Times, Jan. 3, 2006, Frankfurter Allgemeninen Sonntagszeitung, May 15, 2005, The Providence Journal, May 10, 2005, Time Magazine, the US Congress Hearings, Apr. 21, 2005, Washington Post, Apr. 13, 2005, Barron's, Apr. 4, 2005, Washington Post, Mar. 22, 2005, New York Times, Mar. 21, 2005, and The Los Angeles Times, Feb. 6, 2005.

Executive Pensions
(with Robert Jackson)
30 Journal of Corporation Law 823-855 (2005).
Media coverage about this study in MSNBC, The Economist, New York Law Journal, Board Alert, St. Louis Post-Dispatch
Study noted in MarketWatch, Apr. 13, 2006, MarketWatch, Mar. 3, 2006, BusinessWeek, Feb. 6, 2006, Manifest-I Feb. 2, 2006, Economist, Jan. 19, 2006, FACTS, May 4, 2005, Atlanta Journal-Constitution, May 10, 2005, Baltimore Sun, May 15, 2005, Pioneer Press, May 22, 2005, and Wall Street Journal, Jul. 13, 2005.

The Business Roundtable's Untenable Case Against Shareholder Access
55 Case Western Reserve Law Review Issue 3, 557-568 (2005)
Shareholder Access to the Ballot (L. Bebchuk, ed., 2005)

Executive Compensation at Fannie Mae: A Case Study of Perverse Incentives, Nonperformance Pay, and Camouflage
(with Jesse Fried)
30 Journal of Corporation Law 807-822 (2005).
Article about the study in Washington Post, and SEC Today.
Study noted in Washington Post, May 10, 2005, and Boston Globe.

Amicus Brief of Harvard Law School Faculty in the case of AFSCME vs. AIG

2004

Pay without Performance: The Unfulfilled Promise of Executive Compensation
(with Jesse Fried)
Harvard University Press, Nov. 2004

Stealth Compensation via Retirement Benefits
(with Jesse Fried)
1 Berkeley Business Law Journal 291-326 (2004)
Study noted in Business Week, September 24, 2004.

Designing a Shareholder Access Rule
12 Corporate Advisor Governance 28-32 (2004).

2003

Firms' Decisions Where to Incorporate
(with Alma Cohen)
46 Journal of Law and Economics 383-425 (2003)
European Corporate Governance Institute (ECGI) - Finance Working Paper No. 003/2002
Harvard Law and Economics Discussion Paper No. 351
Data on State Antitakeover Index 1986-2001

The Case for Shareholder Access to the Ballot
59 The Business Lawyer 43-66 (2003)
[Reprinted in After Enron: Improving Corporate Law and Modernizing Securities Regulation in Europe and the US, (Armour and McCahery, eds., 2006).]
Noted in The Economist Apr. 29, 2004.

Executive Compensation as an Agency Problem
(with Jesse M. Fried)
17 Journal of Economic Perspectives 71-92 (2003)
[Reprinted in The Economic Nature of the Firm: A Reader, 3rd ed., (Putterman and Kroszner, eds., 2009).]
[Reprinted in Hebrew Translation in A\4 Taagidim Law Review (2004) 3.]
[Reprinted in Recent Developments in the Economics of Executive Compensation, (Robert W. Kolb, editor) (Edward Elgar Publishing)]
PDF file
Media coverage: Medium (Jung)

Why Firms Adopt Antitakeover Arrangements
152 University of Pennsylvania Law Review 713-753 (2003).

Symposium on Corporate Elections
(Lucian Bebchuk, editor), 11/2003
Harvard Olin Discussion Paper No. 448

The Trouble With Staggered Boards: A Reply to Georgeson's John Wilcox
 (with John C. Coates IV and Guhan Subramanian)
11 Corporate Governance Advisor 17-19 (2003)

Making Directors Accountable
Harvard Magazine Forum, Nov-Dec., 2003.

Improving Executive Compensation
(with Jesse Fried)
TIAA-CREF Investment Forum, June 2003

2002

Misreporting Corporate Performance
(with Oren Bar-Gill)
Harvard Olin Discussion Paper No. 400 (2002)

The Powerful Antitakeover Force of Staggered Boards: Further Findings and a Reply to Symposium Participants
(with John Coates IV and Guhan Subramanian)
[Selected as one of the year s top 10 corporate and securities articles in the annual poll of corporate law professors.]
55 Stanford Law Review 885-917 (2002)
Noted in NBER Digest
This paper responds to a series of responses to our earlier study of staggered boards by: Steve Bainbridge, Mark Gordon, Patrick McGurn, Lynn Stout, and Leo Strine.

Asymmetric Information and the Choice of Corporate Governance Arrangements
Harvard Olin Discussion Paper No. 398

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

Managerial Power and Rent Extraction in the Design of Executive Compensation
(with Jesse Fried and David Walker)
[Selected as one of the year s top 10 corporate and securities articles in the annual poll of corporate law professors.]
69 University of Chicago Law Review 751-846 (2002)
Earlier circulated as "Executive Compensation in America: Optimal Contracting or Extraction of Rents?"
Media coverage about the study The New York Times (Paul Krugman's column), Economist, Financial Times, Washington Post, Washingtom Post II (Robert Samuelson), US News and World Report.
Critique in The Wall Street Journal.

Does the Evidence Favor State Competition in Corporate Law?
(with Alma Cohen and Allen Ferrell)
[Selected as one of the year s top 10 corporate and securities articles in the annual poll of corporate law professors.]
90 California Law Review 1775-1821 (2002)

The Case Against Board Veto in Corporate Takeovers
69 University of Chicago Law Review 973-1035 (2002)
[Reprinted in Corporate Governance Law, Theory and Policy, (T. Joo, ed., Carolina Academic Press), 380 (2004).]

The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence & Policy
(with John Coates IV and Guhan Subramanian)
[Selected as one of the year s top 10 corporate and securities articles in the annual poll of corporate law professors.]
54 Stanford Law Review 887-951 (2002)
[Reprinted in The Law and Economics of Mergers and Acquisitions (Steven M. Davidoff and Claire A. Hill, ed., 2013).]
Article about the study in Wall Street Journal

The Questionable Case for Using Auctions to Select Lead Counsel
Symposium on Litigation,
80 Washington University Law Quarterly 889-899 (2002)

On Takeover Law and Regulatory Competition
(with Allen Ferrell)
57 Business Lawyer 1047-1068 (2002)

Ex Ante Costs of Violating, Absolute Priority in Bankruptcy
57 Journal of Finance 445-460 (2002)
[Reprinted in Economics of Bankruptcy (Edward R. Morrison, ed.).]

Ex Ante Investments and Ex Post Externalities
Harvard Olin Discussion Paper No. 397, December 2002

2001

Property Rights and Liability Rules: The Ex Ante View of the Cathedral
100 Michigan Law Review 601-639 (2001)
Reprinted in The Economics of Remedies (Ariel Porat, ed., 2012).

Executive Compensation in America: Optimal Contracting or Extraction of Rents?
(with Jesse Fried and David Walker)
Harvard Olin Discussion Paper No. 366
Revised as "Managerial Power and Rent Extraction in the Design of Executive Compensation,"
69 University of Chicago Law Review 751-846 (2002)

Takeover Bids vs. Proxy Fights in Contests for Corporate Control
(with Oliver Hart)
Harvard Olin Discussion Paper No. 336, October 2001
European Corporate Governance Institute (ECGI) - Finance Working Paper No. 04/2002

Federal Intervention to Enhance Shareholder Choice
 (with Allen Ferrell)
87 Virginia Law Review 993-1006 (2001)

Federalism and Takeover Law: The Race to Protect Managers From Takeovers
(with Allen Ferrell)
In Regulatory Competition and Economic Integration
(D. Esty and D. Geradin, ed., Oxford University Press) 68-94 (2001).

A New Approach To Valuing Secured Claims In Bankruptcy
(with Jesse M. Fried)
114 Harvard Law Review 2386-2436 (2001)

Pre-Contractual Reliance
(with Omri Ben-Shahar)
30 Journal of Legal Studies 423-457 (2001)

A New Approach to Takeover Law and Regulatory Competition
(with Allen Ferrell)
87 Virginia Law Review 111-164 (2001)

The Overlooked Corporate Finance Problems of a Microsoft Breakup
(with David Walker)
56 The Business Lawyer 459-481 (2001)
[Translated into Spanish and published in 11 Advocatus 9-28 (2004 - II).]

2000

A Hard Division
(with David Walker)
Legal Times, Nov. 20, 2000

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

Stock Pyramids, Cross-ownership, and Dual Class Equity
(with Reinier Kraakman and George Triantis)
In Concentrated Corporate Ownership (R. Morck, ed.)
295-315 (2000)
Earlier issued as:
NBER Working Paper No. 6951 (1999)

Adverse Selection and Gains to Controllers in Corporate Freezeouts
(with Marcel Kahan)
In Concentrated Corporate Ownership (R.Morck, ed.)
247-259 (2000)
Earlier issued as:
'The "Lemon Effect" in Corporate Freeze-Outs'
NBER Working Paper No. 6938 (1999)

Corporate Ownership Structures: Private Versus Social Optimality
(with Luigi Zingales)
In Concentrated Corporate Ownership 55-75 (2000)
Earlier issued as:
NBER Working Paper No. 5584 (1996)

Using Options to Divide Value in Corporate Bankruptcy
44 European Economic Review 829-843 (2000)
Earlier issued as:
NBER Working Paper No. 7614 (1999)

Suits with Negative Expected Value
3 The New Palgrave Dictionary of Economics and the Law 551-554 (1998)
(University of Chicago Press, 2000)

1999

The Effect of Offer-of-Settlement Rules on the Terms of Settlement
(with Howard Chang)
28 Journal of Legal Studies 489-513 (1999)
Abstract Only

A Theory of Path Dependence in Corporate Ownership and Governance
(with Mark Roe)
52 Stanford Law Review 775-808 (1999)
[Reprinted in Convergence and Persistence in Corporate Governance (J. Gordon and M. Roe, ed., Cambridge University Press), 69 (2004), (translated into Mandarin) in Shangshifa Lunji (Commercial Law Review, 2006), and (translated into Mandarin) in Graduate Law Review 26 (2011): 126 (Ning Guijun, translator).]
Abstract Only

Managerial Value Diversion and Shareholder Wealth
(with C. Jolls)
15 The Journal of Law, Economics, and Organization 487-502 (1999)
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Damage Measures for Inadvertant Breach of Contract
(with I. P'ng)
19 International Review of Law and Economics 319-331 (1999)
Abstract Only

Federalism and Takeover Law: The Race to Protect Managers from Takeovers
(with A. Ferrell)
99 Columbia Law Review 1168-1199 (1999)
Abstract Only
[Reprinted in Regulatory Competition and Economic Integration (D. Esty and D. Geradin, ed., Oxford University Press), 68-94 (2001).]

An Economic Analysis of Transnational Bankruptcies
(with A. Guzman)
42 The Journal of Law and Economics 775-808 (1999)
Abstract Only

Reconsidering Contractual Liability and the Incentive to Reveal Information
(with S. Shavell)
51 Stanford Law Review 1615-1627 (1999)
Abstract Only

1998

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

Negative Expected Value Suits
in The New Palgrave Dictionary of Economics and the Law 551-554 (1998).

1997

The Uneasy Case for the Priority of Secured Claims in Bankruptcy: Further Thoughts and a Reply to Critics
 (with J. Fried)
 82 Cornell Law Review 1279-1348 (1997).
Abstract Only

1996

How Would You Like to Pay for That? The Strategic Effects of Fee Arrangements on Settlement Terms
 (with A. Guzman).
1 Harvard Negotiation Law Review 53-63 (1996)

Concentration in the Israeli Economy and Bank Investment in Nonfinancial Companies
 (with L. Kaplow and J. Fried)
 43 The Economic Quarterly (1996).

The Uneasy Case for the Priority of Secured Claims in Bankruptcy
(with J. Fried)
105 The Yale Law Journal 857-934 (1996)
Abstract Only

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

An Analysis of Fee-Shifting Based on the Margin of Victory: On Frivolous Suits, Meritorious Suits, and the Role of Rule 11
 (with H. Chang)
XXV Journal of Legal Studies 371-403 (1996)
Abstract Only

1994

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

The Effects of Insider Trading on Insiders' Choice Among Risky Investment Projects
(with C. Fershtman)
29 Journal of Financial and Quantitative Analysis 1-14 (1994)

1993

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

The Effects of Insider Trading on Insiders' Effort in Good and Bad Times
(with C. Fershtman)
 9 European Journal of Political Economy 469-481 (1993)

Optimal Sanctions and Differences in Individuals' Likelihood of Avoiding Detection
 (with L. Kaplow)
13 International Review of Law and Economics 217-224 (1993)
Abstract Only

1992

Optimal Sanctions When Individuals are Imperfectly Informed About the Probability of Apprehension
 (with L. Kaplow)
21 Journal of Legal Studies 365-370 (1992)

Bargaining and the Division of Value in Corporate Reorganization
(with H. Chang)
8 Journal of Law, Economics, and Organization 253-279 (1992)
Abstract Only

Federalism and the Corporation: The Desirable Limits on State Competition in Corporate Law
 105 Harvard Law Review 1435-1510 (1992).
[Reprinted in Company Law, (New York University Press, 1993), edited by Sally Wheeler, University of Nottingham, England, pp. 241-314). Reprinted (translated into Japanese) in 50 Ryvdai Law Review, 1993). Reprinted in Economics of Federalism Volume II, (Edward Elgar Publishing, 2007), edited by Bruce H. Kobayashi and Larry E. Ribstein, 338-413.]
Abstract Only

1991

Information and the Scope of Liability for Breach of Contract: The Rule of Hadley v. Baxendale
 (with S. Shavell)
7 Journal of Law, Economics, and Organization 284-312 (1991).
[Reprinted in Economics of Contract Law (D. Baird, ed., Edward Elgar Publishing, 2007).]
Abstract Only

1990

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

1989

The Debate on Contractual Freedom in Corporate Law
 89 Columbia Law Review, 1395-1415 (1989).
[Reprinted (translated into Japanese) in 7 Sapporo Gakvin Law Review 89-118 (1991); and in 32 Corporate Practice Commentator 425-446 (1990), (F. Hodge O'Neal, ed.).]

Takeover Bids below the Expected Value of Minority Shares
 24 Journal of Financial and Quantitative Analysis 171-184 (1989).
Abstract Only

Limiting Contractual Freedom in Corporate Law: the Desirable Constraints on Charter Amendments
 102 Harvard Law Review 1820-1860 (1989).
Abstract Only

Fairness in Opinions: How Fair Are They and What Can Be Done About It?
(with M. Kahan)
Duke Law Journal 27-53 (1989).
[Reprinted (translated int German) in Fairness Opinion - Grundlagen und Anwendung (W. Essler, S. Lobe, and K. Röder, ed., Schäffer-Poeschel, 2008).]

1988

Corporate Acquisitions
 (with U. Procaccia)
13 University of Tel-Aviv Law Review 71 (1988).

Suing Solely to Extract a Settlement Offer
17 Journal of Legal Studies 437-450 (1988).

A New Approach to Corporate Reorganization
 101 Harvard Law Review 775 804 (1988).
[Reprinted in The Economics of Corporate and Capital Markets Law (L. Bebchuk, ed., Cambridge University Press, 1990); in 2 The Korea Forum on International Trade and Business Law, 1993 (in Korean); in Corporate Bankruptcy (J. Bhandari, ed., MIT Press, 1995); and in Economics of Bankruptcy, (Edward R. Morrison, ed., Edward Elgar Press).]
Abstract Only

The Sole Owner Standard for Takeover Policy
17 Journal of Legal Studies 197-229 (1988).

The Pressure to Tender: An Analysis and a proposed Remedy
12 Delaware Journal of Corporate Law 911-949 (1987).
[Reprinted in The Impact of the Hostile Takeover (J. Coffee, L. Lowenstein & S. Rose-Ackerman, ed., Oxford University Press, 1988).]

1986

The Case for Facilitating Competing Tender Offers: A Last (?) Reply
 2 Journal of Law, Economics, and Organization 253-271 (1986).

1985

Toward Undistorted Choice and Equal Treatment in Corporate Takeovers
 98 Harvard Law Review 1695-1808 (1985).
Abstract Only

1984

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

1982

The Case for Facilitating Competing Tender Offers: A Reply and Extension
 35 Stanford Law Review 23-50 (1982).
Abstract Only

The Case for Facilitating Competing Tender Offers
 95 Harvard Law Review 1028-1056 (1982).
[Reprinted in Economics of Securities Law (Geoffrey P. Miller, ed., 2015); and in Mergers and the Market for Corporate Control (Fred S. McChesney, ed., 2011).]

1980

The Pursuit of a Bigger Pie: Can Everyone Expect a Bigger Slice?
in Symposium on Efficiency as a Legal Concern, 8 Hofstra Law Review 671-709 (1980).

Ignorance and Manipulation
8 Economics Letters 119-123 (1980).
Abstract Only