Selected Publications



D&O Insurance and the Ability of Shareholder Litigation to Deter, in RESEARCH HANDBOOK ON THE ECONOMICS OF CORPORATE LAW, Hill & McDonnell eds., Elgar Press (2012).

Legal Scholarship

Confronting the Peppercorn Settlement in Merger Litigation: An Empirical Analysis and a Proposal for Reform, 93 TEXAS LAW REVIEW (forthcoming 2015), with Jill E. Fisch and Steven Davidoff Solomon.

Correcting Corporate Benefit: How to Fix Shareholder Litigation by Shifting the Doctrine on Fees, 56 B.C. L. Rev. 1 (forthcoming 2015).

The Legal Value of Ethical Commitments: A U.S. Perspective, INTERNATIONAL REVIEW OF ETHICS AND COMPLIANCE (forthcoming 2014).

Substituted Compliance and Systemic Risk: How to Make a Global Market in Derivatives Regulation, 98 MINNESOTA LAW REVIEW 1291 (2014).

The Market for Preclusion in Merger Litigation, 66 VANDERBILT LAW REVIEW 1053 (2013), with Alexandra D. Lahav.

The Omnipresent Specter of Omnicare, 38 JOURNAL OF CORPORATION LAW 753 (2013).

Governing Systemic Risk: Towards A Governance Structure for Derivatives Clearinghouses, 61 EMORY LAW JOURNAL 1153 (2012).  Excerpted and reprinted in part at 32 BANKING & FINANCIAL SERVICES POLICY REPORT 13 (2013), and 3 HARV. BUS. L. REV. ONLINE 160 (2013),

Predicting Securities Fraud Settlements and Amounts: A Hierarchical Bayesian Model of Federal Securities Class Action Lawsuits, 9 JOURNAL OF EMPIRICAL LEGAL STUDIES 482 (2012), with Blakeley B. McShane, Oliver P. Watson, and Tom Baker.

How the Merits Matter: D&O Insurance and Securities Settlements, 157 UNIVERSITY OF PENNSYLVANIA LAW REVIEW 755 (2009), with Tom Baker.  Selected as one of the top ten Corporate/ Securities Articles of 2009 by CORPORATE PRACTICE COMMENTATOR.

Predicting Corporate Governance Risk: Evidence from the Directors’ & Officers’ Liability Insurance Market, 74 UNIVERSITY OF CHICAGO LAW REVIEW 487 (2007), with Tom Baker.  Excerpted in ROMANO, FOUNDATIONS OF CORPORATE LAW, 2ND ED. (2010).

The Missing Monitor in Corporate Governance: The Directors’ & Officers’ Liability Insurer, 95 GEORGETOWN LAW JOURNAL 1795 (2007), with Tom Baker.  Selected as one of the top Corporate/ Securities Articles of 2007 by the CORPORATE PRACTICE COMMENTATOR.  Reprinted at 49 CORPORATE PRACTICE COMMENTATOR 723 (2008), and excerpted in ROMANO, FOUNDATIONS OF CORPORATE LAW, 2ND ED. (2010).

Uncovering a Gatekeeper: Why the SEC Should Mandate Disclosure of Details Concerning Directors’ & Officers’ Liability Insurance Policies, 154 UNIVERSITY OF PENNSYLVANIA LAW REVIEW 1147 (2006).

Daedalean Tinkering, reviewing David Skeel’s ICARUS IN THE BOARDROOM, 104 UNIVERSITY OF MICHIGAN LAW REVIEW 1247 (2006).

Good Faith Business Judgment: A Model of Rhetoric in Corporate Law Jurisprudence, 55 DUKE LAW JOURNAL 1 (2005).  Reprinted at 48 CORPORATE PRACTICE COMMENTATOR 281 (2006).

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

The Costs and Benefits of Precommitment: An Appraisal of Omnicare v. NCS Healthcare, 29 JOURNAL OF CORPORATION LAW 569 (2004).

Spinning and Underpricing: A Legal and Economic Analysis of the Preferential Allocation of Shares in Initial Public Offerings, 69 BROOKLYN LAW REVIEW 583 (2004).  Reprinted in SECURITIES LAW REVIEW, VOL. 37, §3.1 (2005).

Deal Protections in the Last Period of Play, 71 FORDHAM LAW REVIEW 1899 (2003).  Reprinted at 45 CORPORATE PRACTICE COMMENTATOR 907 (2004).

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

  • Can a board of directors “Just say no,” in the context of a hostile takeover? 18 REVISTA INTERNACIONAL DE DERECHO Y CIENCIAS SOCIALES 35 (Primavera 2011), with Zita Horváth
  • 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