Sean J. Griffith

Fordham University School of Law

Professor

150 West 62nd Street

New York, NY 10023

United States

European Corporate Governance Institute (ECGI)

c/o ECARES ULB CP 114

B-1050 Brussels

Belgium

  • Fordham University School of Law

  • European Corporate Governance Institute (ECGI)

SCHOLARLY PAPERS

28

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15,740

CITATIONS
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Top 10,127

in Total Papers Citations

77

Scholarly Papers (28)

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1.

Corporate Governance in an Era of Compliance

William & Mary Law Review, Vol. 57, No. 6, 2016, Fordham Law Legal Studies Research Paper No. 2766661
Number of pages: 66 Posted: 20 Apr 2016
Sean J. Griffith
Fordham University School of Law
Downloads 2,675 (4,375)

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compliance, corporate governance, enforcement, corporate prosecution, fcpa, deferred prosecution, caremark

2.

Predicting Corporate Governance Risk: Evidence from the Directors' and Officers' Liability Insurance Market

Chicago Law Review, Vol. 74, p. 487, 2007
Number of pages: 58 Posted: 19 Jun 2006 Last Revised: 26 Mar 2008
Tom Baker and Sean J. Griffith
University of Pennsylvania Law School and Fordham University School of Law
Downloads 2,339 (5,498)
Citation 1

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corporate governance, insurance, securities, empirical research, qualitative research

3.

The Missing Monitor in Corporate Governance: The Directors' & Officers' Liability Insurer

Georgetown Law Journal, Vol. 95, p. 1795, 2007
Number of pages: 48 Posted: 23 Nov 2006 Last Revised: 17 Jun 2009
Tom Baker and Sean J. Griffith
University of Pennsylvania Law School and Fordham University School of Law
Downloads 1,284 (14,691)
Citation 10

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insurance, corporate governance, directors and officers

4.

How the Merits Matter: D&O Insurance and Securities Settlements

University of Pennsylvania Law Review, Vol. 157, pp. 755, 2009, 3rd Annual Conference on Empirical Legal Studies Papers, U of Penn, Inst for Law & Econ Research Paper No. 08-22, Fordham Law Legal Studies Research Paper No. 1101068
Number of pages: 78 Posted: 17 May 2008 Last Revised: 03 Jun 2009
Tom Baker and Sean J. Griffith
University of Pennsylvania Law School and Fordham University School of Law
Downloads 1,276 (14,840)

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Securities, class actions, settlement, insurance, litigation

5.

Predicting Securities Fraud Settlements and Amounts: A Hierarchical Bayesian Model of Federal Securities Class Action Lawsuits

Downloads 1,109 ( 18,438)
Citation 7

Predicting Securities Fraud Settlements and Amounts: A Hierarchical Bayesian Model of Federal Securities Class Action Lawsuits

Journal of Empirical Legal Studies, Vol. 9, Pg. 482, Sept. 2012, U of Penn, Inst for Law & Econ Research Paper No. 12-20
Number of pages: 30 Posted: 30 Apr 2012 Last Revised: 26 Jul 2012
Blakeley B. McShane, Oliver P. Watson, Tom Baker and Sean J. Griffith
Northwestern University - Kellogg School of Management, Tudor Investment Corporation, University of Pennsylvania Law School and Fordham University School of Law
Downloads 1,108 (18,112)

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class, action, securities, fraud, lawsuit, litigation, bayesian, hierarchical

Predicting Securities Fraud Settlements and Amounts: A Hierarchical Bayesian Model of Federal Securities Class Action Lawsuits

Journal of Empirical Legal Studies, Vol. 9, Issue 3, pp. 482-510, 2012
Number of pages: 29 Posted: 25 Jul 2012
Blakeley B. McShane, Oliver P. Watson, Tom Baker and Sean J. Griffith
Northwestern University - Kellogg School of Management, Tudor Investment Corporation, University of Pennsylvania Law School and Fordham University School of Law
Downloads 1 (681,101)
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6.

Good Faith Business Judgment: A Theory of Rhetoric in Corporate Law Jurisprudence

Duke Law Journal, Vol. 55, No. 1, 2005
Number of pages: 69 Posted: 25 May 2005
Sean J. Griffith
Fordham University School of Law
Downloads 858 (26,811)

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Good faith, fiduciary duty, loyalty, care, corporate law, jurisprudence, Delaware, shareholder litigation, disney, rhetoric, authority, accountability, thaumatrope

7.

Confronting the Peppercorn Settlement in Merger Litigation: An Empirical Analysis and a Proposal for Reform

Texas Law Review, Vol. 93, P. 557, 2015, U of Penn, Inst for Law & Econ Research Paper No. 14-4
Number of pages: 68 Posted: 18 Feb 2014 Last Revised: 03 Mar 2015
Jill E. Fisch, Sean J. Griffith and Steven Davidoff Solomon
University of Pennsylvania Law School - Institute for Law and Economics, Fordham University School of Law and University of California, Berkeley - School of Law
Downloads 720 (34,160)
Citation 1

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Mergers and acquisitions, M&A, law and economics, empirical legal studies, legal profession, legal fees, federal securities law, state corporation law, Delaware corporation law, corporate governance, publicly traded companies, deal litigation, non-pecuniary relief, federalism, jurisdiction

8.

Unleashing a Gatekeeper: Why the Sec Should Mandate Disclosure of Details Concerning Directors' & Officers' Liability Insurance Policies

U of Penn, Inst for Law & Econ Research Paper No. 05-15
Number of pages: 42 Posted: 25 May 2005
Sean J. Griffith
Fordham University School of Law
Downloads 565 (47,186)
Citation 5

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Corporate governance, insurance, director, officer, liability, gatekeeper, mandate, disclosure, litigation

9.

Spinning and Underpricing: A Legal and Economic Analysis of the Preferential Allocation of Shares in Initial Public Offerings

Brooklyn Law Review, Vol. 69, No. 2, pp. 583-649, 2004
Number of pages: 67 Posted: 07 Apr 2004
Sean J. Griffith
Fordham University School of Law
Downloads 499 (55,159)

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spinning, underpricing, ipo, initial public offering, securities law, issue, issuer, underwriter, conflict of interest, duty of loyalty

10.

The Market for Preclusion in Merger Litigation

Vanderbilt Law Review, Forthcoming, Fordham Law Legal Studies Research Paper No. 2155809
Number of pages: 77 Posted: 04 Oct 2012
Sean J. Griffith and Alexandra D. Lahav
Fordham University School of Law and University of Connecticut - School of Law
Downloads 469 (59,642)

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merger litigation, M&A, corporations, civil procedure, federalism, comity, reverse auction, objector, multi-jurisdictional litigation, Delaware

11.

Dead Hand Proxy Puts, Hedge Fund Activism, and the Cost of Capital

Number of pages: 55 Posted: 23 Jun 2016 Last Revised: 20 Jan 2018
Sean J. Griffith and Natalia Reisel
Fordham University School of Law and Fordham University
Downloads 411 (70,056)

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debt contract design, shareholder-debtholder conflict, agency cost of debt, hedge fund activism, defensive provisions, proxy fights

12.

How Corporate Governance Is Made: The Case of the Golden Leash

University of Pennsylvania Law Review, Vol. 164, P. 649, 2016, U of Penn, Inst for Law & Econ Research Paper No. 15-26, UC Berkeley Public Law Research Paper No. 2635161
Number of pages: 54 Posted: 24 Jul 2015 Last Revised: 18 Mar 2016
Matthew D. Cain, Jill E. Fisch, Sean J. Griffith and Steven Davidoff Solomon
Berkeley Center for Law and Business, University of Pennsylvania Law School - Institute for Law and Economics, Fordham University School of Law and University of California, Berkeley - School of Law
Downloads 377 (77,434)

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Corporate governance, corporation law, activist-nominated directors, director compensation, golden leash, shareholder activism, activist investors, institutional investors, event study, share pricing, governance innovations

13.

Private Ordering Post-Trulia: Why No Pay Provisions Can Fix the Deal Tax and Forum Selection Provisions Can't

The Corporate Contract in Changing Times, Steven Davidoff Solomon and Randall S. Thomas, eds., (2017 Forthcoming), Fordham Law Legal Studies Research Paper No. 2855950
Number of pages: 25 Posted: 26 Oct 2016 Last Revised: 06 Jan 2017
Sean J. Griffith
Fordham University School of Law
Downloads 366 (80,247)

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merger litigation, deal tax, Trulia, forum selection, exclusive forum, no pay, fee shifting, multiforum, corporate law, Delaware, M&A

14.

Correcting Corporate Benefit: How to Fix Shareholder Litigation by Shifting the Doctrine on Fees

Boston College Law Review, Vol. 56, No. 1, 2015, Fordham Law Legal Studies Research Paper No. 2496395
Number of pages: 61 Posted: 16 Sep 2014 Last Revised: 28 Feb 2015
Sean J. Griffith
Fordham University School of Law
Downloads 335 (88,774)

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corporate law, shareholder litigation, Delaware, attorneys' fees, corporate benefit, fee shifting, derivative suit, class action, mergers, acquisitions, corporate governance

15.

The Costs and Benefits of Transactional Certainty: An Appraisal of Omnicare V. Ncs Healthcare

Number of pages: 76 Posted: 18 Aug 2003
Sean J. Griffith
Fordham University School of Law
Downloads 325 (91,801)
Citation 1

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Omnicare, NCS, takeover, merger, acquisition, deal protection, lock up, precommitment, fiduciary out, last period, final period, delaware supreme court, transactional certainty, merger agreement

16.

Governing Systemic Risk: Towards a Governance Structure for Derivatives Clearinghouses

Emory Law Journal, Vol. 61, No. 5, 2012, Fordham Law Legal Studies Research Paper No. 2157693
Number of pages: 88 Posted: 06 Oct 2012
Sean J. Griffith
Fordham University School of Law
Downloads 314 (95,352)

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derivatives, clearinghouse, Dodd-Frank, governance, financial regulation, systemic risk, counterparty credit risk, CFTC, SEC, DCO

17.

Deal Insurance: Representation & Warranty Insurance in Mergers and Acquisitions

Minnesota Law Review, Forthcoming, Fordham Law Legal Studies Research Paper, European Corporate Governance Institute - Law Working Paper No. 464/2019
Number of pages: 55 Posted: 12 Jun 2019 Last Revised: 19 Aug 2019
Sean J. Griffith
Fordham University School of Law
Downloads 313 (96,737)

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mergers, acquisitions, contract, insurance, representations, warranties, private equity, indemnification, escrow, adverse selection, moral hazard, credible commitment, M&A, deal, rep & warranty, transaction insurance

18.

The Good Faith Thaumatrope: A Model of Rhetoric in Corporate Law Jurisprudence

Number of pages: 84 Posted: 31 Dec 2004
Sean J. Griffith
Fordham University School of Law
Downloads 304 (98,748)

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Good faith, fiduciary duty, loyalty, care, corporate law, jurisprudence, Delaware, shareholder litigation, disney, rhetoric, authority, accountability

19.

The Puzzling Persistence of the Fixed Price Offering: Implicit Price Discrimination in Ipos

Number of pages: 19 Posted: 08 Sep 2005
Sean J. Griffith
Fordham University School of Law
Downloads 269 (112,627)
Citation 3

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IPO, IPOs, public offerings, securites, SEC, securities law, price discrimination, fixed price, initial public offering, primary market, underwriter, issuer, spinning, implicit price discrimination

20.

Does Revlon Matter? An Empirical and Theoretical Study

European Corporate Governance Institute - Law Working Paper No. 466/2019
Number of pages: 65 Posted: 12 Jul 2019 Last Revised: 07 Aug 2019
Matthew D. Cain, Sean J. Griffith, Robert J. Jackson, Jr. and Steven Davidoff Solomon
Berkeley Center for Law and Business, Fordham University School of Law, Professor of Law and University of California, Berkeley - School of Law
Downloads 176 (169,617)

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Corporate Law, M&A, enhanced scrutiny, Revlon duties, takeovers, merger litigation, Corwin, Fiduciary Duties, Delaware, empirical, machine learning, negotiation process, deal premium

21.

Resolving the Crisis in U.S. Merger Regulation: A Transatlantic Alternative to the Perpetual Litigation Machine

Yale Journal on Regulation, Vol. 35, No. 1, 2018, Fordham Law Legal Studies Research Paper No. 3136458
Number of pages: 66 Posted: 09 Mar 2018 Last Revised: 12 Mar 2018
Sean J. Griffith, Dan Awrey and Blanaid J. Clarke
Fordham University School of Law, University of Oxford, Faculty of Law and Trinity College Dublin - School of Law
Downloads 154 (190,194)

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22.

Substituted Compliance and Systemic Risk: How to Make a Global Market in Derivatives Regulation

Minnesota Law Review, Vol. 98, No. 1291, 2014, Fordham Law Legal Studies Research Paper No. 2433049
Number of pages: 84 Posted: 07 May 2014
Sean J. Griffith
Fordham University School of Law
Downloads 153 (191,271)
Citation 1

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23.

Opt-In Stewardship: Toward an Optimal Delegation of Mutual Fund Voting Authority

Texas Law Review, Forthcoming, European Corporate Governance Institute - Law Working Paper No. 463/2019
Number of pages: 63 Posted: 20 Jun 2019 Last Revised: 30 Jul 2019
Sean J. Griffith
Fordham University School of Law
Downloads 100 (263,669)

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mutual funds, voting, proxy voting, index funds, stewardship, ESG, activism, M&A, shareholder proposals, shareholder voting, rational apathy, institutional investors, environmental and social, purpose, SEC, department of labor, fiduciary duty

24.

Conflicted Mutual Fund Voting in Corporate Law

Boston University Law Review, Vol. 99, No. 1151, 2019
Number of pages: 42 Posted: 28 Jun 2019
Sean J. Griffith and Dorothy S. Lund
Fordham University School of Law and University of Southern California Gould School of Law
Downloads 88 (286,271)

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25.

What Would We Do Without Them: Whistleblowers in the Era of Sarbanes-Oxley and Dodd-Frank

23 Fordham Journal of Corporate & Financial Law 379, Baruch College Zicklin School of Business Research Paper No. 2018-07-03
Number of pages: 58 Posted: 20 Jun 2018 Last Revised: 25 Jul 2018
Sean J. Griffith, Jane A. Norberg, Ian Engoron, Alice BrightSky, Tracey McNeil, Jennifer M. Pacella, Judith Weinstock and Jason Zuckerman
Fordham University School of Law, U.S. Securities and Exchange Commission, Fordham University, School of Law, Students, Fordham University School of Law, U.S. Securities and Exchange Commission, Indiana University, Kelley School of Business, U.S. Securities and Exchange Commission and Zuckerman Law
Downloads 85 (292,595)

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26.

Dead Hand Proxy Puts and Shareholder Value

University of Chicago Law Review, Vol. 84, No. 3, 2017, Fordham Law Legal Studies Research Paper No. 3139674
Number of pages: 64 Posted: 14 Mar 2018
Sean J. Griffith and Natalia Reisel
Fordham University School of Law and Fordham University
Downloads 66 (338,117)

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27.

The Omnipresent Specter of Omnicare

38 The Journal of Corporation Law 4, pp. 101-141 (2013), Fordham Law Legal Studies Research Paper No. 2433047
Number of pages: 42 Posted: 07 May 2014
Sean J. Griffith
Fordham University School of Law
Downloads 63 (346,274)

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28.

Toward a Mission Statement for Mutual Funds in Shareholder Litigation

University of Chicago Law Review, Forthcoming, European Corporate Governance Institute - Law Working Paper No. 468/2019, USC CLASS Research Papers Series No. CLASS19-23, USC Legal Studies Research Papers Series No. 19-23
Number of pages: 67 Posted: 22 Jul 2019 Last Revised: 14 Aug 2019
Sean J. Griffith and Dorothy S. Lund
Fordham University School of Law and University of Southern California Gould School of Law
Downloads 47 (396,534)

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mutual funds, index funds, institutional investors, corporate governance, stewardship, litigation, shareholder, engagement, monitoring, agency problems, activism, hedge fund, pension fund, market investor