Publications

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

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

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

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., and 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 282 (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 A.M. Polinsky and S. Shavell, eds. Handbook of Law and Economics (Elsevier forthcoming 2006) (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); 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)