Curriculum Vitae

Education:

 J.D. 1980 Yale Law School; Note Editor, Yale Law Journal; First Prize, Yale Law School Nathan Burkan Memorial Competition, 1980.

 M.A. 1975 University of Chicago; N.D.E.A. Title VI Fellowship, 1973-76; Kunstadter Fellow, Department of History, 1973-74; M.A. Comprehensive and Ph.D. Qualifying Examination passed with Honors, 1974; University of Chicago sponsored student at Inter-University Center for Japanese Language Study, Tokyo, Japan, 1974-75.

 B.A. 1973 University of Rochester, with Highest Honors and Distinction in History and with Highest Distinction in English; Phi Beta Kappa; New York State Regents College Scholarship, 1969-73; Jewish Foundation for Education of Girls Scholarship, 1969-72; University of Rochester College Scholarship, 1969-73.

Employment:

 2005-Present Oscar M. Ruebhausen Professor of Law, Yale Law School
 1986-Present Professor (by courtesy), Yale School of Management
 1991-2005 Allen Duffy/Class of 1960 Professor of Law, Yale Law School
 1985-1991 Professor of Law, Yale Law School
 1984-1985 Visiting Associate Professor of Law, Yale Law School
 1984-1985 Associate Professor of Law, Stanford Law School
 1981-1984 Assistant Professor of Law, Stanford Law School
 1980-1981 Law Clerk to the Honorable Jon O. Newman, United States Court of Appeals, Second Circuit
 1979  Covington & Burling, Washington, D.C. (summer employment)
 1978  United States Securities and Exchange Commission, Enforcement Div., Washington, D.C. (summer employment)
 1976-1977 Research Report Writer, Development Office, University of Chicago

Publications:

 Books

 The Advantage of Competitive Federalism for Securities Regulation (AEI Press, 2002)

 The Genius of American Corporate Law (AEI Press, 1993)

 Foundations of Corporate Law  (Ed., Foundation Press, 1993)

 Articles

The Promise and Peril of Corporate Governance Indices (with Sanjai Bhagat and Brian Bolton), Columbia Law Review (forthcoming Dec. 2008)

The Sarbanes-Oxley Act at a Crossroads, in M. Ghertman & C. Menard ed. Regulation, Deregulation and Reregulation (Edward Elgar, forthcoming 2008); and in Giuffre' , ed., Quaderni di Giurisprudenza Commerciale (forthcoming 2008)

Corporate Lawsuits in the U.S.: Impact on Share Prices (with Sanjai Bhagat), CFO Connect  (forthcoming 2008)

The Sarbanes-Oxley Act and the Making of Quack Corporate Governance, 114 Yale Law Journal 1521 (2005); reprinted in 38 Securities Law Review § 3:1 (2006); excerpted as Sarbanes-Oxley: Quack Corporate Governance, The Corporate Board (September/October 2005), p. 5; also excerpted as Quack Corporate Governance, 28 Regulation 36 (Winter 2005-2006)

 The States as a Laboratory: Legal Innovation and State Competition for Corporate Charters, 23 Yale Journal on Regulation 209 (2006), and abridged version in A. Gerber and E. Patashnik, eds., Promoting the General Welfare: American Democracy and the Political Economy of Government Performance (Brookings Institution Press 2006); reprinted in 48 Corporate Practice Commentator 669 (2007)

 After the Revolution in Corporate Law, 55 Journal of Legal Education 342 (2005)

 Is Regulatory Competition a Problem or Irrelevant for Corporate Governance?, 21 Oxford Review of Economic Policy 212 (2005)

 Empirical Studies of Corporate Law, in 2 A.M. Polinsky and S. Shavell, eds. Handbook of Law and Economics (Elsevier 2007) (with Sanjai Bhagat)

 Does Confidential Proxy Voting Matter?, 32 Journal of Legal Studies 465 (2003)

 Event Studies and the Law:  Part I: Technique and Corporate Litigation, 4 American Law and Economics Review 141 (2002)(with Sanjai Bhagat)

 Event Studies and the Law: Part II: Empirical Studies of Corporate Law, 4 American Law and Economics Review (2002) 380 (with Sanjai Bhagat)

 Less is More: Making Institutional Investor Activism A Valuable Mechanism of Corporate Governance, 18 Yale Journal on Regulation 174 (2001); abridged version reproduced in 6 Direito Dos Valores Mobiliários 313 (2006); and a slightly different version in J. McCahery and L. Renneboog, eds. Convergence and Diversity in Corporate Governance Regimes and Capital Markets (Oxford University Press 2002)

 The Need for Competition in International Securities Regulation, 2 Theoretical Inquiries in Law 387 (2001)

 Comment on S. Woodward, Regulatory Capture at the U.S. Securities and Exchange Commission, in J. Barth, D. Brumbaugh and G. Yago, eds. Restructuring Regulation and Financial Institutions 121 (Neuhaus Publishing, 2000)

 Corporate Law as the Paradigm for Contractual Choice of Law, in F. Buckley, ed. The Fall and Rise of Freedom of Contract 370 (Duke University Press, 1999)

 Competition for state corporate law, in The New Palgrave Dictionary of Economics and the Law, Peter Newman, ed. (Macmillan Publishers, 1998)

 Derivative securities regulation, in The New Palgrave Dictionary of Economics and the Law, Peter Newman, ed. (Macmillan Publishers, 1998)

 Empowering Investors: A Market Approach to Securities Regulation, 107 Yale Law Journal 2359 (1998); reprinted in Securities Law Review (West Group/Clark Boardman Callahan Press 1999); and at 41 Corporate Practice Commentator 321 (1999); a slightly different version is reproduced in K. Hopt et al., eds. Comparative Corporate Governance-The State of the Art and Emerging Research 143 (Clarendon Press 1998); abridged version reproduced in A. Tabarrok ed., Entrepreneurial Economics (Oxford University Press 2002)

 Comment on La Porta et al., Corporate Ownership Around the World, available at http://www.ecgi.de/ecgn/conference98/roberta_romano_comments.htm (Nov. 24, 1998)

 Pension Funds and Corporate Governance, in S. Estreicher, ed. Employee Representation in the Emerging Workplace: Alternatives/Supplements to Collective Bargaining, Proceedings of New York University's 50th Annual Conference on Labor 493 (Kluwer Law International 1998)

 The Political Dynamics of Derivative Securities Regulation, 14 Yale Journal on Regulation 279 (1997)

 State Competition for Corporate Charters, in J. Ferejohn and B. Weingast, eds. The New Federalism: Can the States be Trusted? 129 (Hoover Institution, 1997), translated as Federalismo concorrenziale e Legge societaria, Anno VI - N.3 Quaderni di economia e finanza 57 (1997)

 Corporate Law and Corporate Governance, 5 Industrial and Corporate Change 277 (1996), reprinted in G. Carroll and D. Teece, eds. Firms, Markets and Hierarchies: The Transaction Cost Economics Perspective 365 (Oxford University Press 1999).

 Explaining American Exceptionalism in Corporate Law, in J. McCahery, W. Bratton, S. Picciotto and C. Scott, eds. International Regulatory Competition and Coordination: Perspectives on Economic Regulation in Europe and the United States 127 (Clarendon Press, 1996)

 A Thumbnail Sketch of Derivative Securities and Their Regulation, 55 Maryland Law Review 1 (1996)

 Commentary on Part V, International Aspects of Corporate Governance, in R. Daniels and R. Morck, gen. eds. Corporate Decision-Making in Canada 503 (University of Calgary Press, 1995)

 The Politics of Public Pension Funds, 119 The Public Interest 42 (1995)

 Politics and Public Pension Funds (Manhattan Institute, 1994)

 A Comment on Presidents and the Politics of Structure, 57 Law and Contemporary Problems 59 (1994)

 Getting Politics Out of Public Pension Funds, 4 The American Enterprise 42 (November/December 1993)

 Pension Fund Politics, Yale Law Report (Spring 1994)

 Public Pension Fund Activism in Corporate Governance Reconsidered, 93 Columbia Law Review 795 (1993), reprinted at 35 Corporate Practice Commentator 733 (1994); a version of this article was published in T. Baums, R. Buxbaum and K. Hopt, eds. Institutional Investors and Corporate Governance 105 (Walter de Gruyter & Co., 1994)

 What Is the Value of Other Constituency Statutes to Shareholders?, 43 University of Toronto Law Journal 533 (1993)

 Comment on Easterbrook and Fischel, "Contract and Fiduciary Duty", 36  Journal of Law and Economics 447 (1993)

 A Cautionary Note on Drawing Lessons from Comparative Corporate Law, 102 Yale Law Journal 2021 (1993)

 Competition for Corporate Charters and the Lesson of Takeover Statutes, 61 Fordham Law Review 843 (1993), reprinted at 35 Corporate Practice Commentator 389 (1993)

 Rethinking Takeover Regulation, 5 Journal of Applied Corporate Finance 47 (Fall 1992)

 A Guide to Takeovers: Theory, Evidence and Regulation, 9 Yale Journal on Regulation 119 (1992); a version of the article was reprinted in K. Hopt and E. Wymeersch, eds. European Takeovers - Law and Practice (Butterworths, 1992)

 State Competition for Close-Corporation Charters: A Commentary, 70 Washington University Law Quarterly 409 (1992)

 Comment on Spiller and Spitzer's "Judicial Choice of Legal Doctrines," 8 Journal of Law, Economics and Organization 47 (1992)

 The Shareholder Suit: Litigation without Foundation?, 7 Journal of Law, Economics, and Organization 55 (1991)

 Theory of the Firm and Corporate Sentencing: Comment on Baysinger and Macey, 71 Boston University Law Review 377 (1991)

 Corporate Governance in the Aftermath of the Insurance Crisis, in P. Schuck, ed. Tort Law and the Public Interest: Competition, Innovation, and Consumer Welfare (W.W. Norton, 1991); expanded version published in 39 Emory Law Journal 1155 (1990)

 LBO Performance: Comments on Chapter 19, in A. Sametz, ed. The Battle for Corporate Control (Business One Irwin, 1991)

 The Politics of the Brady Report: A Comment, 74 Cornell Law Review 865 (1989)

 Answering the Wrong Question: The Tenuous Case for Mandatory Corporate Laws, 89 Columbia Law Review 1599 (1989)

 Management Buyout Puzzles, in Y. Amihud, ed. Leveraged Management Buyouts: Causes and Consequences (Dow-Jones Irwin, 1989)

 The Future of Hostile Takeovers: Legislation and Public Opinion, 57 University of Cincinnati Law Review 457 (1988)

 Directors' and Officers' Liability Insurance: What Went Wrong?, in W. Olson, ed. New Directions in Liability Law (Academy of Political Science, 1988); revised version published as, What Went Wrong with Directors' and Officers' Liability Insurance?, 14 Delaware Journal of Corporate Law 1 (1989), reprinted in Insurance Law Anthology, volume IV (1989-90)

 The State Competition Debate in Corporate Law, 8 Cardozo Law Review 709 (1987), reprinted in L. Bebchuk, ed. Corporate Law and Economic Analysis (Cambridge University Press, 1990)

 The Political Economy of Takeover Statutes, 73 Virginia Law Review 111 (1987), reprinted in 1988 Securities Law Review

 A Comment on Information Overload, Cognitive Illusions, and Their Implications for Public Policy, 59 Southern California Law Review 313 (1986)

 Law as a Product: Some Pieces of the Incorporation Puzzle, 1 Journal of Law, Economics and Organization 225 (1985), reprinted in R. Posner and F. Parisi, eds. Law and Economics, vol. III (Edward Elgar Publishing, 1997)

 Metapolitics and Corporate Law Reform, 36 Stanford Law Review 923 (1984) 

 On the Benefits of Loss Recoupment: A Response, 21 Tax Notes 209 (Oct. 17, 1983) (with Mark Campisano)

 Recouping Losses: The Case for Full Loss Offsets, 76 Northwestern University Law Review 709 (1981) (with Mark Campisano)

 Note, Segregating Schools: The Foreseeable Consequences of Tuition Tax Credits, 89 Yale Law Journal 168 (1979)

 Op-eds

 Pick Your Regulator, Forbes (Feb. 16, 2004); also posted at http//www.aei-brookings.org/  policy/page.php?id=176

 Hostile Takeovers: Lawmakers Shouldn’t Shield Local Companies, Hartford Courant (March 13, 1998) (with Henry Hansmann)

 State Takeover Laws: Constitutional but Dumb, Wall Street Journal (May 14, 1987), reprinted in the Los Angeles Daily Journal (May 22,1987)

Solicited Papers and Lectures:

2008

American Finance Association Annual Meeting; George Mason University Center for Study of Public Choice Seminar; Northwestern University School of Law, Law & Economics Colloquium; Columbia University School of Law Corporate Law Reading Group; European Corporate Governance Institute General Assembly and Annual Lecture Panel; Federal Reserve Bank of Atlanta Financial Markets Conference; ITAM Extensión Universitaria Corporate Governance Executive Program; REITI International Seminar, Tokyo, Japan; Chartered Secretaries, Law Society and HKCPA CPD Seminar, Hong Kong; Dialogue with Regulators, Hong Kong; Chinese University of Hong Kong EMBA/JD Seminar

2007

American Economics Association Annual Meeting; NYU/Penn Conference on Law and Finance; University of Connecticut School of Law Conference on D&O Insurance Shareholders’ Friend or Foe?; University of Pennsylvania Institute for Law and Economics Roundtable on Corporate Governance; American Law and Economics Association Annual Meeting ; SEC Roundtable Discussion regarding the Federal Proxy Rules and State Corporation Law; Universita'  degli Studi di Napoli Federico II Conference, Competitivita'  dei Mercati Finanziari e Interessi Protetti; University of Nice Sophia Antipolis Conference on Regulation, De-regulation and Re-regulation: Institutional Perspectives; Society of Corporate Secretaries & Governance Professionals 61st National Conference on Leading in Corporate Governance; University of Western Ontario Faculty of Law Pre-eminent Business Law Scholars Seminar Series; Stanford Law School Law & Economics Seminar; HEC Montréal and Concordia University John Molson School of Business Institute for Governance of Private and Public Organizations; Philadelphia Federal Reserve Bank Policy Forum

2006 

Association of American Law Schools Annual Meeting, Business Associations Section Program on Programs Between Law Schools and Business Schools; American Finance Association Annual Meeting; Florida State University College of Law Faculty Workshop; University of Pennsylvania Institute for Law and Economics/Finance Seminar; University of Southern California Law School Center in Law, Economics and Organization Workshop; Yale School of Management, Management for Lawyers; University of Illinois College of Law Illinois Program in Business Law and Policy Corporate Colloquium; ISNIE 10th Annual Conference on Institutions: Economic Political & Social Behavior; Keynote Speaker, Canadian Law and Economics Association Annual Meeting; Hong Kong Institute of Chartered Secretaries Corporate Governance Conference; Chinese University of Hong Kong and University of Hong Kong Seminar; Conference on Empirical Studies; University of Virginia School of Law, Law and Economics Workshop; University of British Columbia Faculty of Law Faculty Talk and Law and Economics Seminar

2005 

European Corporate Governance Institute and Oxford Review of Economic Policy Corporate Governance Conference, Saïd Business School, Oxford University; Fordham Law School Advanced Business Law Seminar; Columbia Law School Contemporary Corporate Law Scholarship Reading Group; John F. Kennedy School of Government, Regulatory Policy Program for the Center for Business and Government, Corporate Governance and Public Policy Seminar series; National Association of Corporate Directors, Atlanta Chapter; University of Hamburg Graduiertenkolleg in Law and Economics; 2005-06 Torys Visiting Professor in Business Law, Dalhousie Law School, Halifax, Nova Scotia; Oscar M. Ruebhausen Inaugural Lecture, Yale Law School; Consiglio Nazionale Forense, Yale Law School and Fondazione dell’Avvocatura Seminario di studi in onore di Guido Calabresi, Rome; ABA Section on International Law 2005 Fall Meeting, Brussels; American College of Business of Business Court Judges Inaugural Meeting

2004 

Harald Voss Memorial Lectures, Institute for Law and Finance, Johann Wolfgang Goethe-Universität; 8th Post Graduation Course on Securities Law, Instituto dos Valores Mobiliários, Faculdade de Direito de Lisboa; University of Virginia School of Law Colloquium in Business Law; University of North Carolina Chapel Hill School of Law Faculty Workshop and Speaker Series; University of Iowa College of Law Faculty Seminar; NBER Corporate Finance Spring Meeting; Columbia University Center for Law and Economic Studies Interdisciplinary Workshop Conference on Law, Finance and Political Economy; University of Chicago Law School Law and Economics Workshop; University of Denver School of Law Faculty Workshop; Kirkland & Ellis LLP Corporate Law & Economics Workshop; New York University School of Law Faculty Workshop; Columbia University School of Law Blue Sky Group Lunch; LSE/NYU Corporate Governance Conference; University of Virginia Conference on Promoting the General Welfare: American Democracy and the Political Economy of Government Performance

2003 

Third Annual Conference of Vanderbilt Law School Law and Business Program on Corporate and Securities Litigation; Northwestern University School of Law Colloquium in Law and Economics; American Enterprise Institute Book Panel on Competitive Federalism for Securities Regulation: A Win for Investors?; Harvard Law School Labor and Worklife Program Conference on Capital that Matters: Managing Labor’s Capital; Western Finance Association 38th Annual Conference; Plenary Lecturer, European Association of Law and Economics 20th Annual Conference, Nancy, France; Federalist Society 7th Annual Corporate Governance Conference; Yale Law School Center for the Study of Corporate Law International Symposium on Assessing Corporate Law Reform in a Transatlantic Context ; The Matthews Lecture, University of Mississippi School of Law; Centre for European Policy Studies Roundtable on Corporate Governance Reform in the EU, Brussels; University of Pennsylvania Institute for Law and Economics Roundtable; Vienna University of Economics and Business Administration and UNCITRAL Forum für Internationales Wirtschaftsrecht,Vienna; Vienna University of Economics and Business Administration Institut für Bürgerliches Recht, Handels- und Wertpapierrecht workshop

2002 

Professional Liability Underwriting Society 2002 D&O Liability & Insurance  Issues Symposium Panel on the Evolution of the Derivative Lawsuit; Yale Law School Center for the Study of Corporate Law Panel Discussion on The Enron Situation: A View from the Professions; University of the Pacific McGeorge School of Law 2002 Annual International Law Symposium Panel on Global Securities Markets and Regulation;  P&G Distinguished Lecture series, Texas A&M University College of Business; George Mason University School of Law Robert A. Levy Fellows Workshop; Columbia Law School Center for International Political Economy Conference on Global Markets, Domestic Institutions: Corporate Law and Governance in a New Era of Cross-Border Deals; NBER Corporate Finance Program Spring Meeting; Federation of European Securities Exchanges Convention 2002 “European Union Legislation for a European Capital Market”; Kellogg Graduate School of Management Conference on Credible Financial Disclosure; German American Lawyers Association, Hamburg, Germany; Hamburg University Graduiertenkolleg Recht und Ökonomik program; NBER Summer Institute 2002 Law and Economics Workshop; University of Michigan Law School Law and Economics Workshop; Yale Law School Center for the Study of Corporate Law Occasional Breakfast panel on Corporate Governance and Listing Standards; Columbia University School of Law and New York University School of Law Joint Law and Economics Workshop; University of California Boalt Hall School of Law Law and Economics Seminar

2001 

University of Pennsylvania Law and Economics Workshop; CEPR/CeRP/ESF/FEEM/ Fondazione Courmayeur-CNPDC Conference on The Firm and its Stakeholders: The Evolving Role of Corporate Finance, Courmayeur, Italy, First Annual Joe C. Davis Law and Business Program Conference, Vanderbilt University Law School; Clifford Chance Visiting Fellow, University of Cambridge Faculty of Law Centre for Corporate and Commercial Law; University of Cambridge Centre for Business Research Conference on Corporate Governance: Reassessing Ownership and Control, Visiting Research Scholar, Business Law Center, University of Tokyo Faculty of Law; University of Tokyo Department of Economics Microeconomics Workshop; NBER Summer Institute Law and Economics Workshop; CEPR/CEMFI Workshop, Understanding Financial Architecture: Corporate Governance, Madrid, Spain

2000 

Distinguished Visiting Faculty, University of Toronto Faculty of Law Intensive Course; University of Toronto Law and Economics Workshop; Fried, Frank, Harris, Shriver & Jacobson Corporate Law and Economics Workshop; University of Miami School of Law Center for the Study of Mergers and Acquisitions, Fourth Annual Institute on Mergers & Acquisition Millennium Program: Workshop on Emerging Issues in M&A; Business Associations Section Panel on Researching and Teaching Corporate Law in the Next Century, Association of American Law Schools, Annual Meeting; New York University Center for Law and Business Law and Finance Series, Spring 2000: Mini-Conference on Shareholder Proposals; Siena Conference on Company Law and Capital Market Law; University of Virginia School of Law Federalist Society; Ohio State University College of Law Faculty Workshop; American Law and Economics Association Annual Meeting; University of Pennsylvania Institute for Law and Economics Corporate Roundtable; Yale Law School in Los Angeles-2000; Tel Aviv University Buchmann Faculty of Law and Cegla Institute for Comparative and Private International Law International Conference on Protecting Investors in a Global Economy; ABA New York 2000 Annual Meeting, Section of Administrative Law and Regulatory Practice Panel on Should Business Support Federalism in the Age of the Regulatory State?; Columbia University School of Law Legal Theory Workshop; Department of Justice Antitrust Division Corporate Governance Workshop, University of Cincinnati College of Law Center for Corporate Law Annual Lecture, Yale University School of Management Faculty Workshop

1999 

Lecturer, Universität Hamburg Graduiertenkolleg Institut für Recht und Ökonomik; Corporate Finance and Derivatives panel, opening ceremonies for The International Center for Finance at the Yale School of Management; Lecturer, George Mason University Law and Economics Center Public Law Institute for Federal Judges; Mellon Lecturer, University of Pittsburgh School of Law; Tilberg University Conference on Convergence and Diversity in Corporate Governance Regimes and Capital Markets; Session Moderator, Yale Center for Environmental Law and Policy and University of Liège Regulatory Competition and Economic Integration Workshop

1998 

Conference on Alternative Perspectives on Corporate Governance, Columbia Law School Sloan Project on Corporate Governance; New York University Center for Law and Business Law and Finance Seminar; Milken Institute Research Roundtable on Restructuring Regulation and Financial Institutions; Stanford Law School Law and Economics Workshop; AALS Workshop on Business Associations; American Law and Economics Association Annual Meeting; Columbia Law School Conference on Corporate Governance Today; American Enterprise Institute Seminar; NBER Summer Institute Law and Economics Workshop; Corporate Group Conference on What Are the Aims of Corporate Governance and When Does it Matter?; European Corporate Governance Network Conference on Corporate Governance and Economic Performance at Fondazione Mattei, Milan; American Enterprise Institute Seminar

1997 

Roundtable on Federalism, Hoover Institution, Stanford University; Conference on The Power and Influence of Pension and Mutual Funds, New York University Salomon Center, Leonard N. Stern School of Business; Corporate Governance Panel, Georgetown University Law Center Corporate Counsel Institute; Georgetown University Law Center John M. Olin Program in Law and Economics Conference on International Economic Regulation; Columbia University Law School and L'Ecole Polytechnique Fédérale (Zürich) Conference on Cross-Border Views of Corporate Governance; Max-Planck-Institut Hamburg Conference on Comparative Corporate Governance; Hoover Seminar on Collective Choice, Stanford University; University of California, San Diego, Political Science Department Law and Behavioral Studies Seminar; Lecturer, Universidad Internacional Menendez Pelayo seminar on Regulatory Competition, Barcelona; Italian Association of the Yale Law School Alumni Conference on Features of Federalism; Seminar at the Commissione Nazionale Per le Societa' E La Borsa (CONSOB), Rome; George Mason University School of Law Donner Conference on Conflicts on Law; Harvard Law School Seminar in Law and Economics

1996 

Workshop on Economics and Finance for Corporate Lawyers, Centre for Law and Economics, Australian National University Faculty of Law; Seminar on Derivatives Regulation in the United States Problems and Issues, University of Melbourne Faculty of Law; University of Sydney Faculty of Law Continuing Legal Education Seminar on Regulating Financial Derivatives in the US & Australia; Speaker, Law and Economics Association of New Zealand Annual Meeting; Lecture on Takeover Law, Chapman Tripp Sheffield Young, Barristers & Solicitors, Wellington New Zealand; Workshop, Ministry of Justice, Wellington, New Zealand; Columbia Law School Conference on Employees and Corporate Governance; Olin Law and Economics Workshop, University of Chicago Law School; Olin Workshop, University of Southern California Law Center; Legal Theory Workshop, University of Pennsylvania Law School; Rational Choice, Legal Institutions and Political Organizations Symposium, New York University School of Law; Finance Seminar, College of Business and Administration, University of Missouri at Columbia; Corporate Finance Workshop, NBER Summer Institute; University of Pennsylvania Law School Law and Economics Institute Roundtable on Two Models of Regulation: Fiduciary Duties and Derivatives; Faculty Workshop, Fisher School of Accounting, University of Florida; Faculty Workshop, University of Illinois at Urbana-Champaign College of Law; American Law and Economics Association Annual Meeting Panel on A Look Back at the 1980's

1995 

Judge Simon E. Sobeloff Lecture, University of Maryland School of Law; Panel discussion, Nobel Symposium on Law and Finance: Corporate Governance and Financial Contracting; Walter A. Haas School of Business, University of California at Berkeley Conference on Firms, Markets and Organizations; University of Arizona College of Law Securities Litigation Legislation Conference; Italian Association of the Yale Law School Alumni Conference on Achievements and Failures of Law and Economics: 35 Years Later; Law and Economics Workshop, University of Michigan Law School; Faculty lecture, University of Oregon Charles H. Lundquist College of Business and University of Oregon School of Law, Law and Entrepreneurship Program; Faculty Workshop, George Mason University School of Law; American Law and Economics Association Annual Meeting; Discussant, International Aspects of Corporate Finance Panel, Industry Canada Conference on Corporate Decision-Making in Canada; American Enterprise Institute Federalism Workshop; Program Chair, Law and Economics section panel, Association of American Law Schools Annual Meeting

1994 

Warwick University Conference on International Regulatory Competition and Coordination; Issues in Corporate Governance Speaker, Manhattan Institute; Institute for Law and Economics, University of Pennsylvania Roundtable on Current Issues in the Regulation of Mutual Funds, Mutual Funds and Corporate Governance Panel; Panel Chair, Corporate Law, American Law and Economics Association Fourth Annual meeting

1993 

Financial Executives Institute's Committee on Investment of Employee Benefit Assets Seventh Annual Meeting; Faculty Workshop, New York University School of Law; Finance Faculty Workshop, New York University Graduate School of Business; Corporate Law Faculty Workshop, Columbia University School of Law; Corporate Law Roundtable, American Enterprise Institute; Seminar on the Analysis of Security Prices, Center for Research in Security Prices, University of Chicago Graduate School of Business; Columbia University School of Law Center for Law and Economic Studies Relational Investing Conference; Panel Chair, Corporate Law I, American Law and Economics Association Third Annual Meeting; Faculty, American Law Institute-American Bar Association Course of Study, the American Law Institute's Principles of Corporate Governance

1992 

John A. Weir Memorial Lecture, University of Alberta, Edmonton; Robert L. Levine Lecture, Fordham University School of Law; Law and Economics Workshop, University of Chicago Law School; Commentator, Law and Contemporary Problems Conference on Regulating Regulation: the Political Economy of Administrative Procedures and Regulatory Instruments; National Bureau of Economic Research Corporate Finance Program Meeting; Accounting Faculty Workshop, New York University Graduate School of Business; Faculty Workshop, Katz Graduate School of Business, University of Pittsburgh; Universität Osnabrück, Conference on Institutional Investors and Corporate Governance; Newcomb Foundation and Department of Economics Lecture, Tulane University; Duquesne University School of Law, Law and Economics Symposium; Commentator, University of Chicago Law School, John M. Olin Centennial Conference in Law and Economics; Commentator, University of Toronto Faculty of Law, Conference on The Corporate Stakeholder Debate: The Classical Theory and its Critics; Panel Chair, Empirical Research on Corporate Governance Panel, American Law and Economics Association Second Annual Meeting

1991  

Distinguished Visiting Professor of Legal Theory, University of Toronto, Faculty of Law; Legal Theory Workshop, Vanderbilt University School of Law; Legal Studies Workshop, University of Virginia School of Law; Symposium on Takeovers and Related Transactions, Brussels, Belgium; Commentator, Washington University, Fourth Annual F. Hodge O'Neil Corporate & Securities Law Symposium; Commentator, University of Illinois at Urbana-Champaign, Institute of Government and Public Affairs, Conference on the Economics and Politics of Administrative Law and Procedure; Commentator, Center for Research in Management, Haas School of Business Administration, University of California at Berkeley, Conference on The New Science of Organization; Commentator, Taxation Panel and Panel Chair, Corporate Law Panel, American Law and Economics Association First Annual Meeting; Panelist, Overview on Class and Derivative Issues in Corporate Governance Panel, ABA National Institute on Dynamics of Corporate Control
 
1990 

Seminar Series on Civil Justice, Manhattan Institute; Institutional Analysis Workshop and Olin Law and Economics Program Workshop, University of California at Berkeley, School of Business Administration; Ameritech Lecture Series on Regulation and Illinois Seminar on the Political Economy of Institutions, University of Illinois at Urbana-Champaign, Department of Economics; Seminar on Collective Choice, Hoover Institution, Stanford University; Faculty Colloquium, Emory University School of Law; Faculty Workshop, George Mason University School of Law; Commentator, Law and Economics Center, George Mason University School of Law, Conference on Sentencing of the Corporation; Panelist, Takeovers: Effect on the Economy, the Law and the Profession Panel and The Tort and Insurance Crisis Panel, Foundation of the Federal Bar Council, 1990 Winter Bench and Bar Conference; Program Chair, Business Associations section panel, Association of American Law Schools, Annual Meeting

1989 

Legal Studies Workshop, University of Pennsylvania Law School; Law and Economics Workshop, Harvard Law School; Faculty Colloquium, Indiana University at Bloomington School of Law; Lowe Institute/Wells Fargo Campus Speakers Series on Corporate Governance, Claremont-McKenna College; Law and Economics Workshop, University of Michigan Law School; Faculty Workshop, New York University Law School; Faculty Workshop, University of Southern California Law Center; Corporate and Securities Law Panel, Canadian Law and Economics Association, First John M. Olin Annual Conference, University of Toronto Faculty of Law; Continuing Legal Education Series Lecture, Crowell & Moring; Commentator, New York University Graduate School of Business, Conference on Corporate Governance, Restructuring and the Market for Corporate Control; Panelist, Takeovers and the Market for Corporate Control Panel, The Federalist Society Third Annual Lawyers Conference on Securities and Corporate Law: Legal Responses in an Era of Dynamic Markets; Panel Chair, Regulation by Prosecution on Wall Street Panel, Manhattan Institute, Conference on Crime and Punishment in Business Law; Participant, American Enterprise Institute, Seminar on Leveraged Buy-out Issues
 
1988 

John M. Olin Distinguished Lecturer, University of Toronto, Department of Political Science; University of Cincinnati Law Review and College of Law, Conference on Regulating Corporate Takeovers; Law and Economics Workshop, University of Chicago Law School; Legal Theory Workshop, Tulane University School of Law; Legal Theory Workshop, Cornell University Law School; Faculty Workshop, Northeastern School of Law; Faculty Workshop, Boston University School of Law; Faculty Workshop, Georgetown University Law Center; Faculty Workshop, University of Toronto Faculty of Law; Western Economic Association International Conference, Invited Session, Contemporary Policy Issues: Theory, Evidence and Policy Concerning State Regulation of Takeovers; Commentator, Columbia University Law School, Conference on Contractual Freedom in Corporate Law; Commentator, Cornell University Law School and Cornell Law Review, Conference on The Regulation of Secondary Trading Markets: Program Trading, Volatility, Portfolio Insurance, and the Role of Specialists and Market Makers; Commentator, New York University Graduate School of Business Administration, Conference on Management Buyouts; Panelist, National Conference of State Legislators, National Issues Seminar, The Takeover Game: Writing the Rules; Moderator, Connecticut Bar Foundation, External Relations of Corporate Law Departments Session

1987 

Academy of Political Science and Manhattan Institute for Policy Research, Conference on New Directions in Liability Law; Business Associations Section Panel, Association of American Law Schools, Annual Meeting; Panelist, Corporate Takeovers and Insider Trading: Who Should Regulate? Panel, American Enterprise Institute, Annual Policy Conference

1986 

Harvard Law School, Conference on the Economics of Corporate and Capital Markets Law; Benjamin N. Cardozo Law School, Inaugural Conference of the Samuel and Ronnie Heyman Program on Corporate Governance on The Forces Shaping Corporate Law:  A Look to the Future; Faculty Workshop, Northwestern University School of Law; Faculty Workshop, George Mason University Center for the Study of Public Choice; Law and Economics Workshop, Harvard Law School; Law and Economics Workshop, University of Toronto Faculty of Law; Legal Studies Workshop, University of Virginia Law School; Commentator, Yale School of Organization and Management, Conference on Economics of Organization

1985 

Law and Economics Workshop, Harvard Law School; Law and Economics Panel, Law and Society Association Annual Meeting; Commentator, University of Southern California Law Center, Conference on Legal Implications of Human Error

1984 

Corporate Law Seminar, University of California at Berkeley Law School, Boalt Hall

Awards:

"The Promise and Peril of Corporate Governance Indices" (with Sanjai Bhagat and Brian Bolton) awarded the 2008 DeBrauw Blackstone Westbroek Law Prize for best paper in the European Corporate Governance Institute Working Paper Series in Law;
2007 Yale Law Women Teaching Award;
“The Sarbanes-Oxley Act and the Making of Quack Corporate Governance” selected in Corporate Practice Commentator Annual Poll on the 10 Best Corporate and Securities Articles of 2005;
“Less is More: Making Institutional Investor Activism A Valuable Mechanism of Corporate Governance” selected in Corporate Practice Commentator Annual Poll on the 10 Best Corporate and Securities Articles of 2001;
"Empowering Investors: A Market Approach to Securities Regulation" selected in Corporate Practice Commentator Annual Poll on the 10 Best Corporate and Securities Articles for 1998;
1997 Yale Law Women Teaching Award
 
Professional Activities:

 Fellow, American Academy of Arts and Sciences, since 1995
 Research Associate, National Bureau of Economic Research, Corporate Finance Program, since  1999
 President, American Law and Economics Association, 1998-99
 Vice President and President-Elect, American Law and Economics Association, 1997-98
 Secretary-Treasurer, American Law and Economics Association, 1996-97
 Fellows Committee, European Corporate Governance Institute, since 2002
 Member, Board of Directors, American Law and Economics Association, 1992-95; 2004-07
 Member, Board of Directors, International Society for New Institutional Economics (ISNIE) 2005-08
 Charter Member, Board of Directors, Society for Empirical Legal Studies
 Director, Yale Law School Center for the Study of Corporate Law, 2000-01, 2005-present
 Member, Shadow Financial Regulatory Committee, 1999-2001
 Coeditor, Journal of Law, Economics, and Organization, 1988-1992; Member, Editorial Board,
  since 1992
 General Editor, Foundations of Law Readers Series, Foundation Press, since 1999
 General Editor, Interdisciplinary Readers in Law Series, Oxford University Press, 1992-99
 Associate Editor, The Financial Review, since 1998
 Member, Editorial Board, American Law and Economics Review, since 1998
 Member, Editorial Board, Supreme Court Economic Review, since 1992
 Member, Advisory Board, Corporate, Securities and Finance Law Abstracts, Legal Scholarship Network, since 1995
 Member, Advisory Board, Experimental and Empirical Studies Abstracts, Legal Scholarship Network, since 2000
Member, Advisory Board, White Collar Crime Abstracting Journal, Social Science Research Network, since 2006
 Member, Advisory Board, European Business Organization Law Review, since 2000
 Member, Advisory Board, Journal of Corporate Law Studies, since 2001
 Member, Editorial Board, Foro de Derecho Mercantil - Revista Internacional  (Forum of Commercial Law - International Journal), since 2003
 Member, Board of Academic Advisors, Journal of Law, Economics and Policy, since 2003
 Member, Advisory Board, The New Palgrave Dictionary of Economics and the Law, The MacMillan Press (London) and Stockton Press (New York), 1995-98
 Member, Advisory Committee, Yale Journal on Regulation, since 1993
 Member, Scientific Committee, European Corporate Governance Network, since 1997
 Fellow, International Center for Finance, Yale School of Management, since 1998
 Member, Advisory Board, Center for Research on Contracts and the Structure of Enterprise, Katz Graduate School of Business, University of Pittsburgh, since 1991
 Member, International Academic Council, Masters Program in Law and Economics, University of St. Gallen, Switzerland, since 2004
 Member, Committee of Patronage, Hamburg Law and Economics Society, University of Hamburg, since 2002
 Member, Overseas Advisory Committee, Centre for Law and  Economics, Australian National University, since 1995
 Member, International Advisory Board, Centre for Corporate Law and Securities Regulation, The University of Melbourne, since 1996
 Adjunct Scholar, American Enterprise Institute, since 1993
 Lecturer, George Mason University School of Law, Law & Economics Center’s Institute for Judges on the Economics of Corporate Law, 2003
 Lecturer, George Mason University School of Law, Law & Economics Center’s Economics Institute for Judges, 1999-2001
 Lecturer, George Mason University School of Law LEC Economics Institute for Law Professors, 1991-1995
 Associate Editor, Journal of Corporate Finance, 1993-2001
 Chair, Law and Economics Section, Association of American Law Schools, 1994
 Chair, Section on Business Associations, Association of American Law Schools, 1990
 Member, Program Committee, American Law and Economics Association 3rd Annual Meeting, 1993
 Member, Financial and Legal Affairs Committee, Law School Admission Council, 1991-1993
 Member, Legal Affairs Subcommittee, Finance and Legal Affairs Committee, Law School Admission Council, 1989-1991
 Member, Executive Council, AALS Section on Business Associations, 1987-1990
 Coordinator, Conference on the Organization of Political Institutions, Yale Law School April 1990 (papers published in supplemental issue of volume 6, Journal of Law, Economics, and Organization)