Forthcoming Publications

The Academic Tournament over Executive Compensation , 93 California Law Review ___ (2005)

Welfare, Dialectic, and Mediation in Corporate Law, 2 Berkeley Business Law Review ___ (2005)

Working Papers

Supersize Pay, Incentive Compensation, and the Volatile Shareholder Interest

The Equilibrium Content of Corporate Federalism (with Joseph McCahery)

Recent Publications

Book

Bratton's Corporate Finance, 5th edition (Foundation Press University Casebook Series 2003)

Articles

The New Dividend Puzzle, 93 Georgetown Law Journal 845 (2005)

Rules, Principles, and the Accounting Crisis in the United States, 5 Eurpean Business Organization Law Review 7 (2004)

Pari Passu and a Distressed Sovereign's Rational Choices, 53 Emory Law Journal 823 (2004)

Shareholder Value and Auditor Independence, 53 Duke Law Journal 439 (2003)

Sovereign Debt Restructuring and the Best Interest of Creditors, 57 Vanderbilt Law Review 1 (2004)(with Mitu Gulati)

Enron, Sarbanes-Oxley and Accounting: Rules Versus Principles Versus Rents, 48 Villianova Law Review 1023 (2003)

Venture Capital on the Downside: Preferred Stock and Corporate Control, 100 Michigan Law Review 891 (2002)

Enron and the Dark Side of Shareholder Value, 76 Tulane Law Review 1275 (2002)

Fiscal Federalism, Jurisdictional Competition and Tax Coordination: Translating Theory to Policy in the European Union, 38 Common Market Law Review 677 (2001)(with Joseph McCahery)

Berle and Means Reconsidered at the Century's Turn, 26 Journal of Corporation Law 737 (2001)

Comparative Corporate Governance and the Theory of the Firm: The Case Against Global Cross Reference, 38 Columbia Journal of Transnational Law 213 (1999)(with Joseph McCahery)