Selected Publications




Legal Scholarship

  • Predicting Corporate Governance Risk: Evidence from the Directors' & Officers' Liability Insurance Market, 74 UNIVERSITY OF CHICAGO LAW REVIEW 487 (2007) (with Tom Baker)
  • The Missing Monitor in Corporate Governance: The Directors' & Officers' Liability Insurer, 95 GEORGETOWN LAW JOURNAL 1795 (2007) (with Tom Baker)
  • Unleashing a Gatekeeper: Why the SEC Should Mandate Disclosure of Details Concerning Directors’ & Officers’ Liability Insurance Policies, 154 UNIVERSITY OF PENNSYLVANIA LAW REVIEW (forthcoming 2006)
  • Daedalean Tinkering, reviewing David Skeel’s ICARUS IN THE BOARDROOM, 104 UNIVERSITY OF MICHIGAN LAW REVIEW (forthcoming 2006)
  • Good Faith Business Judgment: A Model of Rhetoric in Corporate Law Jurisprudence, 55 DUKE LAW JOURNAL (forthcoming 2005)
  • On Corporate Law Federalism: Threatening the Thaumatrope, 61 BUSINESS LAWYER (forthcoming 2005), with Myron T. Steele
  • The Costs and Benefits of Precommitment: An Appraisal of Omnicare v. NCS Healthcare, 29 JOURNAL OF CORPORATION LAW 569 (2004)
  • Spinning and Underpricing: A Legal and Economic Analysis of the Preferential Allocation of Shares in Initial Public Offerings, 69 BROOKLYN LAW REVIEW 583 (2004), reprinted in SECURITIES LAW REVIEW, VOL. 37, §3.1 (2005)
  • Deal Protections in the Last Period of Play, 71 FORDHAM LAW REVIEW 1899 (2003), reprinted in 45 CORPORATE PRACTICE COMMENTATOR 907 (2004)
  • Afterword and Comment: Towards An Ethical Duty To Market Investors, 35 CONNECTICUT LAW REVIEW 1223 (2003)
  • Ethical Rules And Collective Action: an Economic Analysis of Legal Ethics, 63 UNIVERSITY OF PITTSBURGH LAW REVIEW 347 (2002)
  • Internet Regulation Through Architectural Modification: The Property Rule Structure of Code Solutions, 112 HARVARD LAW REVIEW 1634 (1999)

Essays & Commentary

  • Undoing Deals in Delaware, MERGERS & ACQUISITIONS, July 2003
  • Life with NCS, THE DAILY DEAL, May 19, 2003
  • Conspiring to Keep Corporate Secrets, THE HARTFORD COURANT, March 31, 2003
  • Being Martha Stewart, THE CHICAGO TRIBUNE, November 20, 2002