Stephen M. Bainbridge

William D. Warren Distinguished Professor of Law

  • B.A. Western Maryland College, 1980
  • M.S. Chemistry, University of Virginia, 1983
  • J.D. University of Virginia, 1985
  • UCLA Faculty Since 1997

Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law, where he currently teaches Business Associations, Advanced Corporation Law, and Mergers and Acquisitions. In past years, he has also taught Corporate Finance, Securities Regulation, Unincorporated Business Associations and Catholic Social Thought and the Law. Professor Bainbridge previously taught at the University of Illinois Law School (1988-1996). He has also taught at Harvard Law School as the Joseph Flom Visiting Professor of Law and Business (2000-2001), and as a visiting professor at La Trobe University in Melbourne (2005 and 2007) and at Aoyama Gakuin University in Tokyo (1999).

In 2008, Bainbridge received the UCLA School of Law's Rutter Award for Excellence in Teaching. In 1990, the graduating class of the University of Illinois College of Law voted him "Professor of the Year."

Professor Bainbridge is a prolific scholar, whose work covers a variety of subjects, but with a strong emphasis on the law and economics of public corporations. He has written over 100 law review articles which have appeared in such leading journals as the Harvard Law Review, Virginia Law Review, Northwestern University Law Review, Cornell Law Review, Stanford Law Review, and Vanderbilt Law Review. Bainbridge has also written 20 books, including seven in multiple editions. His most recent books include: Advanced Corporation Law (Foundation Press, 2020); Outsourcing the Board: How Board Service Providers Can Improve Corporate Governance (Cambridge University Press, 2018) (with M. Todd Henderson); Business Associations: Cases and Materials on Agency, Partnerships, and Corporations (Foundation Press, 10th ed., 2018) (with Klein and Ramseyer); Mergers and Acquisitions: A Transactional Perspective (Foundation Press, 2017) (with Iman Anabtawi).

According to Gregory Sisk and Brian Leiter’s rankings of law professors by scholarly impact, Professor Bainbridge was the third most-frequently cited scholar in corporate and securities law for the period 2013-2017. In SSRN.com’s ranking of the top 3000 legal authors by all-time downloads, Bainbridge is ranked 10th. By that metric, he is the highest ranked member of the UCLA law school faculty. In SSRN.com’s ranking of the top 3000 legal authors by all-time citations to their work, Bainbridge is ranked 55th. By that metric, he is the second highest ranked member of the UCLA law school faculty.

Professor Bainbridge has been a Salvatori Fellow with the Heritage Foundation, a member of the American Bar Association’s Committee on Corporate Laws, a member of the Editorial Advisory Board of the Journal of Markets and Morality, and Chair of the Executive Committee of the Federalist Society’s Corporations, Securities & Antitrust Practice Group. He is a regular contributor to the Washington Legal Foundation's Legal Pulse column.

In May 2014, Professor Bainbridge was the Cameron Fellow at the University of Auckland Faculty of Law. He was the Francis G. Pileggi Distinguished Lecturer in Law at Widener University School of Law in September 2005, and a Distinguished Visiting Scholar at the University of Maryland School of Law in November 2005.

In 2008, 2011, and 2012, Professor Bainbridge was named by the National Association of Corporate Directors' Directorship magazine to its list of the 100 most influential people in the field of corporate governance.

His blog, ProfessorBainbridge.com, was named by the ABA Journal as one of the Top 100 Law Blogs of 2007, 2008, 2010, 2011, and 2012.

Bibliography

  • Books
    • Can Delaware be Dethroned? Evaluating Delaware’s Dominance of Corporate Law (edited by Stephen M. Bainbridge, Iman Anabtawi, Sung Hui Kim, and James Park). Cambridge University Press (2018).
    • Mergers and Acquisitions: A Transactional Perspective (with Iman Anabtawi). Foundation Press (2017).
    • Limited Liability: A Legal and Economic Analysis (with M. Todd Henderson). Edgar Elgar Publishing (2016). Amazon
    • Business Associations: Agency, Partnerships, LLCs and Corporations: Statutes and Rules (edited by William A. Klein, J. Mark Ramseyer, and Stephen M. Bainbridge). Foundation Press (2016). Prior editions: 1999-2015.
    • Business Associations: Cases and Materials on Agency, Partnerships, and Corporations (with William A. Klein, and J. Mark Ramseyer). 9th ed. Foundation Press (2015). Prior editions: 2000, 2003, 2006, 2009, 2012; Teacher’s Manual’s (Foundation Press): 2000, 2003, 2006, 2009, 2012, 2015; and Supplements: 1998, 1999, 2001, 2005, 2008, 2010, 2014.
    • Corporate Law. 3rd ed. Foundation Press Concepts & Insights Series (2015). Prior editions: 2002, 2009.
    • Agency, Partnerships & LLCs. 2nd ed. Foundation Press Concepts & Insights Series (2014). Prior edition: 2004.
    • Insider Trading Law and Policy. Foundation Press Concepts and Insights Series (2014).
    • Research Handbook on Insider Trading (edited by Stephen M. Bainbridge). Edgar Elgar Publishing (2013). Introduction
    • Corporate Governance After the Financial Crisis. Oxford University Press (2012).
    • Agency, Partnerships, and Limited Liability Entities: Cases and Materials on Unincorporated Business Associations (with William A. Klein and J. Mark Ramseyer). 3rd ed. Foundation Press (2012). Prior editions: 2001, 2006. Teacher's Manual (Foundation Press): 2001, 2007, 2012.
    • Mergers and Acquisitions. 3rd ed. Foundation Press Concepts & Insights Series (2012). Prior editions: 2003, 2009.
    • The New Corporate Governance in Theory and Practice. Oxford University Press (2008).
    • Securities Law: Insider Trading. 2nd ed. Foundation Press (2007). Prior edition: 1999.
    • The Complete Guide to Sarbanes-Oxley: Understanding How Sarbanes-Oxley Affects Your Business. Adams Business (2007). Chapter 1
    • Corporation Law and Economics. Foundation Press (2002).
  • Articles And Chapters
    • Long-Term Bias and Director Primacy, Columbia Business Law Review (forthcming). Full Text
    • The Law and Economics of Insider Trading 2.0, in Encyclopedia of Law and Economics, 2nd ed, (forthcoming 2020). Full Text
    • Bob Cochran on Law and Lawyering: A Catholic Perspective, 47 Pepperdine Law Review 371 (2020). Full Text
    • Corporate Purpose in a Populist Era, 98 Nebraska Law Review 543 (2020). Full Text
    • Enhanced Accountability: The Catholic Church's Unfinished Business, 53 University of San Francisco Law Review 165 (2019). Full Text
    • Rethinking the Board of Directors: Getting Outside the Box, 74 The Business Lawyer 285 (2019). Full Text
    • Review Essay, II (3) American Affairs (2018). Review of Conservatives Against Capitalism: From the Industrial Revolution to Globalization, by Peter Kolozi. Full Text
    • Equal Access to Information: The Fraud at the Heart of Texas Gulf Sulphur, 71 SMU Law Review 643 (2018). Full Text
    • Kokesh Footnote 3 Notwithstanding: The Future of the Disgorgement Penalty in SEC Cases, 56 Washington University Journal of Law & Policy 17 (2018). Full Text
    • Corporate Directors in the United Kingdom, 59 William and Mary Law Review Online 65 (2018). Full Text
    • Interest Group Analysis of Delaware Law: The Corporate Opportunity Doctrine as Case Study, in Can Delaware Be Dethroned? Evaluating Delaware's Dominance of Corporate Law, (edited by Stephen M. Bainbridge, Iman Anabtawi, Sung Hui Kim, and James Park, Cambridge University Press, 2018).
    • Revitalizing SEC Rule 14a-8's Ordinary Business Exemption: Preventing Shareholder Micromanagement by Proposal, 85 Fordham Law Review 705 (2016). Full Text
    • Fee-Shifting: Delaware's Self-Inflicted Wound, 40 Delaware Journal of Corporate Law 851 (2016). Full Text
    • Preserving Director Primacy by Managing Shareholder Interventions, in Research Handbook on Shareholder Power, 231 (edited by Jennifer G. Hill & Randall S. Thomas, Edward Elgar Publishing, 2015). Full Text
    • Delaware’s Decision: Viewing Fee Shifting Bylaws Through a Public Choice Lens, 5 Journal of Law (4 The Post) 113 (2015). Full Text
    • The Case for Allowing Fee Shifting Bylaws as a Privately Ordered Solution to the Shareholder Litigation Epidemic, 5 Journal of Law (4 The Post) 105 (2015). Full Text
    • Corporate Social Responsibility in the Night-Watchman State, 115 Columbia Law Review Sidebar 39 (2015).
    • Boards-R-Us: Reconceptualizing Corporate Boards (with M. Todd Henderson), 66 Stanford Law Review 1051 (2014). Full Text
    • A Critique of the Corporate Law Professors' Amicus Brief in Hobby Lobby and Conestoga Wood, 100 Virginia Law Review Online 1 (2014). Full Text
    • Director Versus Shareholder Primacy: New Zealand and USA Compared, 2014 New Zealand Law Review 554 (2014).
    • An Abridged Case For Director Primacy, 62 UCLA Law Review Discourse 66 (2014). Full Text
    • Introduction to the Micro-Symposium on Competing Theories of Corporate Governance, 62 UCLA Law Review Discourse 66 (2014).
    • Reforming LIBOR: Wheatley versus the Alternatives, 9 (2) NYU Journal of Law & Business 789 (2013). Full Text
    • Regulating Insider Trading in the Post-Fiduciary Duty Era: Equal Access or Property Rights?, in Research Handbook On Insider Trading, (edited by Stephen M. Bainbridge, Edward Elgar Publishing, 2013).
    • The New Investor Cliffhanger, 60 UCLA Law Review Discourse 2 (2013). Full Text
    • Using Reverse Veil Piercing to Vindicate the Free Exercise Rights of Incorporated Employers, 16 (3) The Green Bag 235 (2013). Full Text
    • The Geography of Revlon-Land, 81 Fordham Law Review 3327 (2013). Full Text
    • How American Corporate and Securities Law Drives Business Offshore, in The American Illness: Essays on the Rule of Law, 381 (edited by F.H. Buckley, Yale Univ. Press, 2013).
    • An Overview of Insider Trading Law and Policy: An Introduction to the Research Handbook on Insider Trading, in Research Handbook on Insider Trading, 1 (edited by Stephen M. Bainbridge, Edgar Elgar Publishing, 2013).
    • Corporate Lawyers as Gatekeepers, 8 UCLA School of Law Journal of Scholarly Perspectives 5 (2012). Full Text
    • A Tribute to Michael P. Dooley, 98 Virginia Law Review 1430 (2012). Full Text
    • Larry Ribstein, RIP, 2 Journal of Law 433 (2012).
    • Director Primacy, in Research Handbook on the Economics of Corporate Law, 17 (edited by Claire A. Hill & Brett H. McDonnell, Edward Elgar Publishing, 2012).
    • Dodd-Frank: Quack Federal Corporate Governance Round II, 95 Minnesota Law Review 1779 (2011). Full Text
    • Introduction, in Insider Trading, (edited by Stephen M. Bainbridge, Edward Elgar Publishing, 2011).
    • Insider Trading Inside the Beltway, 36 Journal of Corporation Law 281 (2010).
    • Shareholder Activism in the Obama Era, in Perspectives on Corporate Governance, 217 (edited by F. Scott Kieff & Troy A. Paredes, Cambridge University Press, 2010).
    • The Story of Smith v. Van Gorkom, in Corporate Law Stories, 197 (edited by J. Mark Ramseyer, Foundation Press, 2009).
    • Insider Trading, in The Collected Works of Henry G. Manne, Vol. 2, (Liberty Fund, 2009).
    • Caremark and Enterprise Risk Management, 34 Journal of Corporation Law 967 (2009).
    • Why the North Dakota Publicly Traded Corporations Act Will Fail, 84 North Dakota Law Review 1043 (2008).
    • Transcript, The Federalist Society-Corporations Practice Group: Panel on the SEC and the Financial Services Crisis of 2008, 28 Review of Banking & Financial Law 237 (2008).
    • There Is No Affirmative Action for Minorities, Shareholder and Otherwise, in Corporate Law, 118 Yale Law Journal Pocket Part 71 (2008).
    • Reflections on Twenty Years of Law Teaching, 56 UCLA Law Review Discourse 13 (2008). Full Text
    • The Iconic Insider Trading Cases, in The Iconic Cases in Corporate Law, 139 (edited by Jonathan R. Macey, Thomson-West, 2008).
    • The Convergence of Good Faith and Oversight (with Star Lopez and Benjamin Oklan), 55 UCLA Law Review 559 (2008). Full Text
    • The Shared Interests of Managers and Labor in Corporate Governance: A Comment on Strine, 33 Journal of Corporation Law 21 (2007). Full Text
    • The Bishop’s Alter Ego: Enterprise Liability and the Catholic Priest Sex Abuse Scandal (with Aaron H. Cole), 46 Journal of Catholic Legal Studies 65 (2007). Full Text
    • Much Ado About Little? Directors’ Fiduciary Duties in the Vicinity of Insolvency, 1 Journal of Business and Technology Law 355 (2007). Full Text
    • Transcript of Presentation of Much Ado About Little? Directors’ Fiduciary Duties in the Vicinity of Insolvency, 1 Journal of Business and Technology Law 281 (2007).
    • The Scope of the SEC's Authority Over Shareholder Voting Rights, Engage at 25 (June 2007). Full Text
    • Directory Primacy and Shareholder Disempowerment, 119 Harvard Law Review 1735 (2006). Full Text
    • Sarbanes-Oxley: Legislating in Haste, Repenting in Leisure, 2 Corporate Governance Law Review 69 (2006).
    • The Case for Limited Shareholder Voting Rights, 53 UCLA Law Review 601 (2006). Full Text
    • Unocal At 20: Director Primacy in Corporate Takeovers, 31 Delaware Journal of Corporate Law 769 (2006). Full Text
    • Abolishing LLC Veil Piercing, 2005 University of Illinois Law Review 77 (2005). Full Text
    • An Overview of US Insider Trading Law: Lessons for the EU?, European Company Law at 22 (March 2005).
    • Competing Conceptions of the Corporation (a.k.a. Criteria? Just Say No), 2 Berkeley Business Law Journal 77 (2005).
    • Executive Compensation: Who Decides?, 83 Texas Law Review 1615 (2005). Review of Pay Without Performance: The Unfulfilled Promise of Executive Compensation, by Lucien Bebchuck and Jesse Fried.
    • What is My Responsibility to My Community?, in A Virtue-Based Business Ethics, (edited by Samuel Gregg & Gerald Zandstra, Acton Center for Entrepreneurial Stewardship, 2005).
    • A Comment on the SEC's Shareholder Access Proposal, Engage at 18 (2004). Full Text
    • Managerialism, Legal Ethics, and Sarbanes-Oxley Section 307 (with Christina Johnson), 2004 Michigan State Law Review 299 (2004). Full Text
    • The Tournament at the Intersection of Business and Legal Ethics, 1 The University of St. Thomas Law Journal 909 (2004). Full Text
    • Catholic Social Thought and the Corporation, 1 Journal of Catholic Social Thought 595 (2004). Full Text
    • The Business Judgment Rule as Abstention Doctrine, 57 Vanderbilt Law Review 83 (2004). Full Text
    • Director Primacy: The Means and Ends of Corporate Governance, 97 Northwestern University Law Review 547 (2003). Full Text
    • Precommitment Strategies in Corporate Law: The Case of Dead Hand and No Hand Pills, 29 The Journal of Corporation Law 1 (2003).
    • The Creeping Federalization of Corporate Law, Regulation 26 (Spring 2003). Full Text
    • Book Review: The Company: A Short History of a Revolutionary Idea, 6 Journal of Markets & Morality 703 (2003).
    • Director Primacy in Corporate Takeovers: Preliminary Reflections, 55 Stanford Law Review 791 (2002). Full Text
    • A Critique of the NYSE’s Director Independence Listing Standards, 30 Securities Regulation Law Journal 370 (2002). Full Text
    • The Board of Directors as Nexus of Contracts, 88 Iowa Law Review 1 (2002). Full Text
    • Director v. Shareholder Primacy in the Convergence Debate, 16 Transnational Lawyer 45-62 (2002). Full Text
    • How do Judges Maximize? (The Same Way Everybody Else Does–Boundedly: Rules of Thumb in Securities Fraud Opinions) (with G. Mitu Gulati), 51 Emory Law Journal 83 (2002). Reprinted in 35 Securities Law Review 375 (2003). Full Text
    • The Bishops and the Corporate Stakeholder Debate, 4 Villanova Journal of Law & Investment Finance 3 (2002). Full Text
    • Why a Board? Group Decision Making in Corporate Governance, 55 Vanderbilt Law Review 1 (2002). Full Text
    • Employee Involvement Postcollective Bargaining, in Legality and Community: On the Intellectual Legacy of Philip Selznick, 203 (edited by Robert A. Kagan, et al., Rowman & Littlefield Publishers, 2002).
    • Abolishing Veil Piercing, 26 Journal of Corporation Law 479 (2001). Reprinted in 43 Corporate Practice Commentator 519 (2001). Full Text
    • Omejevanje Delnièarskega Aktivizma v Združenih Državah Amerike (with Rado Bohinc), in Sloveniji, in Direktoski Odbor in Delnièarski Aktivizen v ZDA Slovenji, 96 (Ljubljana, 2001). Translation in Slovene of “Constraints on Shareholder Activism in the United States and Slovenia.”
    • Corporate Governance in Post-Privatized Slovenia (with Rado Bohinc), 49 American Journal of Comparative Law 49 (2001). Full Text
    • Law and Economics: An Apologia, in Christian Perspectives on Legal Thought, (edited by Michael W. McConnell et al., Yale Univ. Press, 2001).
    • Mandatory Disclosure: A Behavioral Analysis, 65 University of Cincinnati Law Review 1023 (2000). Full Text
    • Contractarianism in the Business Associations Classroom: Kovacik v. Reed and the Allocation of Capital Losses in Service Partnerships, 34 Georgia Law Review 631 (2000). Full Text
    • Insider Trading, in 3 The Encyclopedia of Law & Economics, 772 (Edward Elgar Publishing, 2000). Full Text
    • Insider Trading Regulation: The Path Dependent Choice Between Property Rights and Securities Fraud, 52 SMU Law Review 1589 (1999). Reprinted in 42 Corporate Practice Commentator 133 (2000) and 33 Securities Law Review 419 (2001). Full Text
    • Corporate Decisionmaking and the Moral Rights of Employees: Participatory Management and Natural Law, 43 Villanova Law Review 741 (1998). Full Text
    • Privately Ordered Participatory Management: An Organizational Failures Analysis, 23 Delaware Journal of Corporate Law 979 (1998). Full Text
    • Review Essay: Community and Statism: A Conservative Contractarian Critique of Progressive Corporate Law Scholarship, 82 Cornell Law Review 856 (1997). Reviewing Progressive Corporate Law, edited by Lawrence E. Mitchell.
    • Participatory Management Within a Theory of the Firm, 21 Journal of Corporation Law 657 (1996).
    • Incorporating State Law Fiduciary Duties Into the Federal Insider Trading Prohibition, 52 Washington & Lee Law Review 1189 (1995). Reprinted in 38 Corporate Practice Commentator 1 (1996).
    • Securities Act Section 12(2) After the Gustafson Debacle, 50 Business Lawyer 1231 (1995). Full Text
    • Business Structure Choices in the 90’s, in First Annual Advising Illinois Business Short Course §1, (Illinois Institute of Continuing Legal Education, 1994).
    • Revisiting the One-Share/One-Vote Controversy: The Exchanges’ Uniform Voting Rights Policy, 22 Securities Regulation Law Journal 175 (1994).
    • Student Religious Organizations and University Policies Against Discrimination on the Basis of Sexual Orientation: Implications of the Religious Freedom Restoration Act, 21 Journal of College & University Law 369 (1994).
    • Review Essay: The Politics of Corporate Governance, 18 Harvard Journal of Law & Public Policy 671 (1994). Reviewing Strong Managers, Weak Owners, by Mark J. Roe. Full Text
    • In Defense of the Shareholder Wealth Maximization Norm: A Reply to Professor Green, 50 Washington & Lee Law Review 1423 (1993). Full Text
    • Independent Directors and the ALI Corporate Governance Project, 61 George Washington Law Review 1034-83 (1993).
    • Insider Trading Under the Restatement of the Law Governing Lawyers, 19 Journal of Corporate Law 1 (1993).
    • Interpreting Nonshareholder Constituency Statues, 19 Pepperdine Law Review (971, 1992). Reprinted in 34 Corporate Practice Commentator 641 (1993). Full Text
    • Redirecting State Takeover Laws at Proxy Contests, 1992 Wisconsin Law Review 1071 (1992). Full Text
    • The Short Life and Resurrection of SEC Rule 19c-4, 69 Washington University Law Quarterly 565 (1991). Reprinted in 24 Securities Law Review 377 (1992). Full Text
    • Exclusive Merger Agreements and Lock-Ups in Negotiated Corporate Acquisitions, 75 Minnesota Law Review 239 (1990). Full Text
    • Review Essay: Social Propositions and Common Law Adjudication, University of Illinois Law Review 231 (1990). Reviewing The Nature of the Common Law, by Melvin Eisenberg.
    • The Corporate Takeover Game and Recent Legislative Attempts to Define Insider Trading (with Robert D. Rosenbaum), 26 American Criminal Law Review 229 (1988).
    • The Insider Trading Prohibition: A Legal and Economic Enigma, 38 University of Florida Law Review 35 (1986). Full Text
    • Comity and Sovereign Debt Litigation: A Bankruptcy Analogy, 10 Maryland Journal of International Law & Trade 1 (1986). Full Text
    • State Takeover and Tender Offer Regulations Post-MITE: The Maryland, Ohio and Pennsylvania Attempts, 90 Dickinson Law Review 731 (1986). Full Text
    • A Critique of the Insider Trading Sanctions Act of 1984, 71 Virginia Law Review 455 (1985). Full Text
    • Nationalizations–Standard of Compensation: Nationalizing State Must Compensate Shareholders Based on Going Concern Value, Taking Into Account Social and Economic Conditions (with Sherrye P. Henry), 24 Virginia Journal of International Law 993 (1984).
    • Trade Usages in International Sales of Goods: An Analysis of the 1964 and 1980 Sales Conventions, 24 Virginia Journal of International Law 619 (1984).
  • Other
    • Corporate Social Responsibility in the Night-Watchman State, 115 Columbia Law Review Sidebar 39 (2015).
    • Must Salmon Love Meinhard? Agape and Partnership Fiduciary Duties, 17 Green Bag 2D 257 (2014). Full Text
    • Money Well Spent?, LA Daily Journal (August 2009).
    • Is 'Say on Pay' Justified?, 32 Regulation 42-47 (2009). Full Text
    • Reshaping the Playing Field, Regulation at 28 (Winter 2008).
    • Unions Abusing Pension Funds for Politics, The Examiner (September 6, 2007).
    • Libertarians, Conservatives Part on Animal Cruelty Laws, The Examiner (August 30, 2007).
    • Watch for the Coming Flood of Global Warming Litigation, The Examiner (July 31, 2007).
    • Sarbanes-Oxley Bleeds Profits, Cuts Risk Taking, The Washington Examiner at 17 (June 19, 2007).
    • Here's my Next President of the United States, The Washington Examiner at 18 (May 15, 2007).
    • More Intrusive Federal Rules for Executive Compensation Unjustified, 17(10) Washington Legal Foundation Legal Opinions Letter (April 27, 2007).
    • No need for federal regulations limiting executive compensation, The Washington Examiner (April 26, 2007).
    • From Priest Abuse to Legal Abuse, TCS Daily (March 26, 2007).
    • Activist shareholders are imposing political agendas on pension funds, The Washington Examiner (March 6, 2007).
    • The Fourth Great Assault on the Anglosphere, TCS Daily (March 5, 2007).
    • Law, Morality and a Just Wage, TCS Daily (February 2, 2007).
    • Sunlight, The Best Disinfectant for Hedge Fund Empty Voting, The Washington Examiner (January 30, 2007).
    • Cafeteria Catholicism and the Minimum Wage, TCS Daily (January 19, 2007).
    • First, Kill all the Transactional Lawyers?, TCS Daily (January 9, 2007).
    • Much Ado About Little on Sarbanes-Oxley Act, The Washington Examiner (December 21, 2006).
    • Building a Better Blogtrap, TCS Daily (December 20, 2006).
    • Is There 'No Obligation to Act'?, TCS Daily (December 1, 2006).
    • What to do about Iraq and America's 'Sunk Costs', The Washington Examiner (November 21, 2006).
    • The Holes in Holistic Admissions, TCS Daily (November 13, 2006).
    • Why Have a Board of Directors?, TCS Daily (November 13, 2006).
    • The Rite Move, TCS Daily (October 27, 2006).
    • Bush 43 Has Been a Disaster for Conservatives, The Washington Examiner (October 17, 2006).
    • The Communitarian Connundrum, TCS Daily (October 13, 2006).
    • A Shot Across Many Bows, TCS Daily (September 15, 2006).
    • What Left and Right Both Miss About the Wal-Mart Debate, TCS Daily (September 13, 2006).
    • The GOP's Fawlty Towers, TCS Daily (August 31, 2006).
    • Assessing Eliot, TCS Daily (August 25, 2006).
    • The Red Wines of Summer, TCS Daily (August 18, 2006).
    • Who Killed the Electric Car?, The Washington Examiner (Aug. 8, 2006).
    • Perks for Perps, TCS Daily (July 27, 2006).
    • Double Trouble, TCS Daily (July 25, 2006).
    • Two Cheers for New York Gay Marriage Decision, The Washington Examiner (July 21, 2006).
    • Just War for the Sake of Argument, TCS Daily (July 18, 2006).
    • Through the (Digital) Grapevine, TCS Daily (July 11, 2006).
    • Power and the Presidency, TCS Daily (June 29, 2006).
    • Why Cut and Run Won't Work in Iraq, The Washington Examiner (June 19, 2006).
    • The Most Efficient Policeman, TCS Daily (June 15, 2006).
    • The Wrath of Grapes, TCS Daily (June 12, 2006).
    • Surfing for a Living, TCS Daily (June 2, 2006).
    • Is This What Is Meant By 'Investor Protection'?, TCS Daily (May 31, 2006).
    • Jesus Christ as Poached Egg, TCS Daily (May 18, 2006).
    • Happy Hierarchy?, TCS Daily (May 12, 2006).
    • The Hog Butcher Blinks, TCS Daily (May 4, 2006).
    • Are We Criminalizing Agency Costs? Should You Care?, TCS Daily (April 26, 2006).
    • Minimum Behavior, TCS Daily (April 20, 3006).
    • Whether Right or Left: Always Wrong, TCS Daily (April 11, 2006).
    • Legal Sex Tournaments, TCS Daily (April 6, 2006).
    • Insiders on the Hill, TCS Daily (March 30, 2006).
    • Conglomerate Cannibalism, TCS Daily (March 24, 2006).
    • Bad for Investors, Bad for the Market, TCS Daily (March 9, 2006).
    • What Howard Stern Did Wrong, TCS Daily (March 1, 2006).
    • Peekaboo, the Constitution Doesn't See You, TCS Daily (February 14, 2006).
    • The Importance of the Shareholder Wealth Maximization Standard, TCS Daily (February 7, 2006).
    • The Importance of an 'Esoteric' Rule, TCS Daily (February 3, 2006).
    • When Less Really Is More, TCS Daily (January 17, 2006).
    • Intelligent Design? Not So Much!, TCS Daily (January 11, 2006).
    • Fines and the Fraudsters, TCS Daily (January 09, 2006).
    • Activist Shareholder Proposals, Totally Unfit, TCS Daily (January 03, 2006).
    • Grape Expectations, TCS Daily (December 29, 2005).
    • The Turn of the Screw, TCS Daily (December 12, 2005).
    • Shedding Light on SOX, TCS Daily (December 7, 2005).
    • Proxy Fright, Proxy Fright, TCS Daily (December 2, 2005).
    • What (American) Wine Shall We Have for Thanksgiving?, TCS Daily (November 23, 2005).
    • A Golden Opportunity, TCS Daily (November 18, 2005).
    • The Siren Song of Corporate Social Responsibility, TCS Daily (November 14, 2005).
    • Where Might Harriet Miers Make Her Mark?, TCS Daily (October 14, 2005).
    • This Hedge Bet is No Winner, TCS Daily (September 26, 2005).
    • The Invisible Helping Hand, TCS Daily (September 8, 2005).
    • Judging Faith, TCS Daily (August 9, 2005).
    • They Can't Take That Away From Me ... Unless They Can, TCS Daily (June 24, 2005).
    • Crime? and Punishment, Tech Central Station (June 22, 2005).
    • Water Into Whine, Tech Central Station (June 13, 2005).
    • Drug Testing and the Market for Lemons, Tech Central Station (June 6, 2005).
    • Out With the Rockefeller Republican, In With the Reagan Revolutionary, Tech Central Station (June 3, 2005).
    • Why I Support the Filibuster Deal, Tech Central Station (May 26, 2005).
    • Free the Grapes?, Tech Central Station (May 17, 2005).
    • Benedict XVI, Tech Central Station (April 20, 2005).
    • SOXing It to Small Businesses, Tech Central Station (April 12, 2005).
    • The Dominating Prophet of Freedom, Tech Central Station (April 4, 2005).
    • Were the New Mutual Fund Rules Necessary or Superficial?, Tech Central Station (February 17, 2005).
    • The Compensation Conundrum, Tech Central Station (February 4, 2005).
    • The Grapes of Protectionist Wrath, Tech Central Station (December 10, 2004).
    • Network Effects: Liberals and Conservatives in the Academy, Tech Central Station (December 8, 2004).
    • Smoke Gets In Your Eyes ... Or Does It?, Tech Central Station (November 17, 2004).
    • The SEC and the Election, Tech Central Station (November 5, 2004).
    • Law and Morality in America, Tech Central Station (November 4, 2004).
    • Are We All Behaviorists Now?, Tech Central Station (October 20, 2004).
    • Mandatory Disclosure and Securities Regulation: A Behavioral Analysis, Tech Central Station (October 4, 2004).
    • Is More Always Better?, Tech Central Station (September 22, 2004).
    • Why Regulate Insider Trading, Tech Central Station (September 8, 2004).
    • What Bush Needs to Do: The Ownership Society, Tech Central Station (September 2, 2004).
    • The SEC: From Bad to Worse?, Tech Central Station (August 12, 2004).
    • Nibbled to Death by Ducks, Tech Central Station (August 6, 2004).
    • Those Divesting Presbyterians, Tech Central Station (August 2, 2004).
    • Reagan and Rights: Positive and Negative, Tech Central Station (June 8, 2004).
    • Bacchus Bytes Back, Tech Central Station (June 7, 2004).
    • Spitzer v. Grasso, Tech Central Station (May 26, 2004).
    • Directors Cut?, Tech Central Station (April 29, 2004).
    • Pension Funds Play Politics, Tech Central Station (April 21, 2004).
    • The Wrong Way to Right Wrongs, Tech Central Station (April 14, 2004).
    • Incentives and Business Ethics, Tech Central Station (March 11, 2004).
    • Run Away, Jury, Tech Central Station (March 1, 2004).
    • SOX Pox, Tech Central Station (February 20, 2004).
    • Spitzer Goes Over the Line, Tech Central Station (February 9, 2004).
    • What's Right on Immigration?, Tech Central Station (January 13, 2004).
    • Does the SEC Know When Enough Is Enough?, Tech Central Station (January 8, 2004).
    • The SEC Goes Out on a Legal Limb in Its Bid to Net Martha Stewart, L.A. Times at B17 (June 6, 2003).
    • Investors Will Benefit From New Leadership, UCLA Today at 7 (November 19, 2002).
    • Mandatory Disclosure: A Behavioral Analysis, UCLA Law Magazine at 12 (Spring/Summer 2000).
    • Business Law Program Lets Students Focus Legal Education on Business Practice, UCLA Law Magazine at 6 (Spring/Summer 2000).
    • Mucking up the Misappropriation Theory: The Doctrinal Incoherence of the United States v. O'Hagan, in Sixth Annual Corporate Counsel Symposium, SMU Law Review (Oct. 2, 1998).
    • Suspect Class?, Liberty at 14 (July/August 1998).
    • "Nothing for Us": Should Public Libraries Fear Religious Literature?, Liberty at 12 (March/April 1998).
    • A Lesson on Private Property and Smoking, Legal Times at 23 (July 4, 1994).
    • Executive Pay: Who Listens?, Legal Times at 22 (August 10, 1992).
    • Stop the Congressional Corporations Bomb, Legal Times at 29 (December 9, 1991).
    • SEC Rule Coming in for Crash Landing, Legal Times at 20 (May 20, 1991).
  • Working Papers
    • Making Sense of The Business Roundtable’s Reversal on Corporate Purpose, UCLA School of Law, Law & Economics Research Paper Series No. 20-03 (2020). Full Text
    • Christianity and Corporate Purpose, UCLA School of Law, Law & Economics Research Paper Series No. 19-10 (2019). Full Text
    • Restoring Confidence in the Roman Catholic Church: Corporate Governance Analogies, UCLA School of Law, Public Law & Legal Research Paper Series No. 18-32 (2018). Full Text
    • Corporate Purpose in a Populist Era, UCLA School of Law, Law & Economics Research Paper Series No. 18-09 (2018). Full Text
    • Interest Group Analysis of Delaware Law: The Corporate Opportunity Doctrine as Case Study, UCLA School of Law, Law & Economics Research Paper Series No. 17-01 (2017). Full Text
    • The Parable of the Talents, UCLA School of Law, Law & Economics Research Paper Series No. 16-10 (2016). Full Text
    • Comments on the HHS' Flawed Post-Hobby Lobby Rules (with Lyman Johnson, David Millon, Ronald J. Colombo, Brett McDonnell, Alan Meese, and Nathan Oman), UCLA School of Law, Public Law & Legal Theory Research Paper Series No. 14-18 (2014). Full Text
    • Corporate Social Responsibility in the Night Watchman State: A Comment on Strine & Walker, UCLA School of Law, Law & Economics Research Paper Series No. 14-12 (2014). Full Text
    • Director versus Shareholder Primacy in New Zealand Company Law as Compared to U.S.A. Corporate Law, UCLA School of Law, Law & Economics Research Paper Series No. 14-05 (2014). Full Text