Jeffrey N. Gordon

Columbia Law School

Richard Paul Richman Professor of Law

435 West 116th Street

Ctr. for Law and Economic Studies

New York, NY 10027

United States

European Corporate Governance Institute (ECGI)

Fellow

c/o ECARES ULB CP 114

B-1050 Brussels

Belgium

http://www.ecgi.org

SCHOLARLY PAPERS

46

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Top 344

in Total Papers Downloads

46,770

CITATIONS
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Top 2,903

in Total Papers Citations

271

Scholarly Papers (46)

The Rise of Independent Directors in the United States, 1950-2005: Of Shareholder Value and Stock Market Prices

ECGI - Law Working Paper No. 74/2006, Columbia Law and Economics Working Paper No. 301, Stanford Law Review, Vol. 59, p. 1465, 2007
Number of pages: 111 Posted: 04 Sep 2006 Last Revised: 04 Mar 2008
Jeffrey N. Gordon
Columbia Law School
Downloads 5,303 (1,321)
Citation 31

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Corporate Governance, Independent Directors, Shareholder Value, Managers

The Rise of Independent Directors in the United States, 1950-2005: Of Shareholder Value and Stock Market Prices

Stanford Law Review, Vol. 59, p. 1465, 2007, Columbia Law and Economics Working Paper No. 323
Number of pages: 107 Posted: 23 Jan 2008
Jeffrey N. Gordon
Columbia Law School
Downloads 476 (57,950)

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2.

Controlling Controlling Shareholders

Columbia Law and Economics Working Paper No. 228; Stanford Law and Economics Olin Working Paper No. 262
Number of pages: 62 Posted: 17 Jun 2003
Ronald J. Gilson and Jeffrey N. Gordon
Stanford Law School and Columbia Law School
Downloads 4,188 (2,024)
Citation 7

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Controlling and non-controlling shareholder rules, ownership, Delaware law, freeze outs

3.

What Enron Means for the Management and Control of the Modern Business Corporation: Some Initial Reflections

Forthcoming, University of Chicago Law Review, Summer 2002
Number of pages: 18 Posted: 12 Apr 2002
Jeffrey N. Gordon
Columbia Law School
Downloads 3,744 (2,469)
Citation 4

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Enron, corporate governance, efficient market, accountants, directors, stock options, pensions

4.

The Agency Costs of Agency Capitalism: Activist Investors and the Revaluation of Governance Rights

Columbia Law Review, 2013 (Forthcoming), ECGI - Law Working Paper No. 197, Columbia Law and Economics Working Paper No. 438, Rock Center for Corporate Governance at Stanford University Working Paper No. 130
Number of pages: 67 Posted: 24 Jan 2013 Last Revised: 31 May 2013
Ronald J. Gilson and Jeffrey N. Gordon
Stanford Law School and Columbia Law School
Downloads 2,984 (3,635)
Citation 6

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agency capitalism, agency costs, activist investors, hedge funds, governance, mutual funds

5.

Governance Failures of the Enron Board and the New Information Order of Sarbanes-Oxley

Columbia Law and Economics Working Paper No. 216; Harvard Law and Economics Discussion Paper No. 416
Number of pages: 18 Posted: 28 Mar 2003
Jeffrey N. Gordon
Columbia Law School
Downloads 2,620 (4,540)
Citation 16

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corporate governance, Enron, Sarbanes-Oxley, takeover law

6.

Executive Compensation: If There's a Problem, What's the Remedy? The Case for "Compensation Discussion and Analysis"

Journal of Corporation Law, Summer, 2006, Columbia Law and Economics Working Paper No. 273, Columbia Public Law Research Paper No. 05-90, ECGI - Law Working Paper No. 35/2005
Number of pages: 30 Posted: 12 Apr 2005
Jeffrey N. Gordon
Columbia Law School
Downloads 2,430 (5,143)
Citation 4

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Executive compensation, corporate governance, stock options

7.

An International Relations Perspective on the Convergence of Corporate Governance: German Shareholder Capitalism and the European Union, 1990-2000

ECGI - Law Working Paper No. 06/2003; Harvard Law and Economics Discussion Paper No. 406
Number of pages: 61 Posted: 06 Feb 2003
Jeffrey N. Gordon
Columbia Law School
Downloads 2,197 (6,088)
Citation 12

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corporate governance, comparative corporate governance, takeover bid, takeover law

8.

Principles of Financial Regulation

This is the introductory chapter to a book entitled Principles of Financial Regulation, which will be published by Oxford University Press in 2016., European Corporate Governance Institute (ECGI) - Law Working Paper No. 277/2014, Columbia Public Law Research Paper No. 14-430, Saïd Business School WP 2014-12
Number of pages: 29 Posted: 21 Nov 2014 Last Revised: 04 Nov 2018
University of Oxford - Faculty of Law, University of Oxford, Faculty of Law, University of Oxford- Faculty of Law, University of Oxford Faculty of Law, Columbia Law School, University of Oxford - Said Business School and University of Oxford - Faculty of Law
Downloads 2,023 (7,007)

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Financial regulation, Financial crisis, Banking regulation, Securities Regulation, Financial markets, Shadow Banking, Macro-Prudential Regulation, Principles of Financial Regulation

9.

'Say on Pay': Cautionary Notes on the UK Experience and the Case for Shareholder Opt-In

Columbia Law and Economics Working Paper No. 336, ECGI - Law Working Paper No. 117/2009
Number of pages: 47 Posted: 15 Sep 2008 Last Revised: 11 Aug 2009
Jeffrey N. Gordon
Columbia Law School
Downloads 2,008 (7,096)
Citation 17

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executive compensation, corporate governance, shareholder voting

10.

Bank Resolution in the European Banking Union: A Transatlantic Perspective on What it Would Take

Columbia Law Review, Forthcoming, Columbia Law and Economics Working Paper No. 465, Oxford Legal Studies Research Paper No. 18/2014
Number of pages: 51 Posted: 30 Nov 2013 Last Revised: 20 Aug 2014
Jeffrey N. Gordon and Wolf-Georg Ringe
Columbia Law School and University of Hamburg - Institute of Law & Economics
Downloads 1,650 (9,848)
Citation 1

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banking resolution, banking union, deposit guarantee, bail-in, centralization, political economy

11.

An American Perspective on the New German Anti-Takeover Law

ECGI - Law Working Paper No. 02/2002; Columbia Law and Economics Working Paper No. 209, Harvard Law and Economics Discussion Paper No. 407
Number of pages: 10 Posted: 07 Oct 2002
Jeffrey N. Gordon
Columbia Law School
Downloads 1,561 (10,815)
Citation 3

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takeover bid, anti-takeover law, corporate governance, comparative corporate governance

12.

Pathways to Corporate Convergence? Two Steps on the Road to Shareholder Capitalism in Germany: Deutsche Telekom and Daimler Chrysler

An earlier version of this paper was published in Columbia Journal of European Law, Vol. 5, No. 219, Spring 1999 Symposium Issue
Number of pages: 32 Posted: 16 Feb 2000
Jeffrey N. Gordon
Columbia Law School
Downloads 1,500 (11,509)
Citation 3

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13.

Systemic Harms and Shareholder Value

The Journal of Legal Analysis, Volume 6, Issue 1, October, 2014, ECGI - Law Working Paper No. 222, Columbia Law and Economics Working Paper No. 452
Number of pages: 51 Posted: 09 Aug 2013 Last Revised: 04 Oct 2014
John Armour and Jeffrey N. Gordon
University of Oxford - Faculty of Law and Columbia Law School
Downloads 1,037 (20,309)

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Corporate Governance, Financial Crisis, Financial Institutions, Director Liability

14.

Bank Resolution in Europe: The Unfinished Agenda of Structural Reform

Danny Busch & Guido Ferrarini (eds.), The European Banking Union (2015, Forthcoming), European Corporate Governance Institute (ECGI) - Law Working Paper No. 282/2015, Columbia Law and Economics Working Paper No. 507, Oxford Legal Studies Research Paper No. 4/2015
Number of pages: 29 Posted: 13 Jan 2015 Last Revised: 11 Mar 2015
Jeffrey N. Gordon and Wolf-Georg Ringe
Columbia Law School and University of Hamburg - Institute of Law & Economics
Downloads 1,035 (20,379)
Citation 6

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bank resolution, bank structural regulation, single point of entry, bank holding company

Just Say Never? Poison Pills, Deadhand Pills, and Shareholder Adopted Bylaws: An Essay for Warren Buffett

Columbia Law School, Center for Law and Economic Studies, Working Paper No. 134
Number of pages: 37 Posted: 24 Jun 1999
Jeffrey N. Gordon
Columbia Law School
Downloads 983 (21,631)
Citation 6

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Just Say Never? Poison Pills, Deadhand Pills, and Shareholder-Adopted Bylaws: An Essay for Warren Buffett

Cardozo Law Review, Vol. 19, No. 2, 1997
Posted: 20 Sep 1998
Jeffrey N. Gordon
Columbia Law School

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16.

Executive Compensation and Corporate Governance in Financial Firms: The Case for Convertible Equity-Based Pay

Columbia Law and Economics Working Paper No. 373
Number of pages: 18 Posted: 04 Jul 2010 Last Revised: 28 Feb 2014
Jeffrey N. Gordon
Columbia Law School
Downloads 832 (28,021)
Citation 10

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17.

Proxy Contests in an Era of Increasing Shareholder Power: Forget Issuer Proxy Access and Focus on E-Proxy

ECGI - Law Working Paper No. 92/2008, Columbia Law and Economics Working Paper No. 322, Vanderbilt Law Review, Forthcoming
Number of pages: 29 Posted: 20 Jan 2008 Last Revised: 10 Mar 2008
Jeffrey N. Gordon
Columbia Law School
Downloads 785 (30,358)

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corporate governance, institutional investor, proxy contests, shareholders, directors

18.

Confronting Financial Crisis: Dodd-Frank's Dangers and the Case for a Systemic Emergency Insurance Fund

Columbia Law and Economics Working Paper No. 374
Number of pages: 60 Posted: 08 Jul 2010 Last Revised: 15 Sep 2010
Jeffrey N. Gordon and Christopher Muller
Columbia Law School and Independent
Downloads 766 (31,406)
Citation 5

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19.

Money Market Funds Run Risk: Will Floating Net Asset Value Fix the Problem?

Columbia Business Law Review, Vol. 2014, No. 2, Columbia Law and Economics Accepted Paper No. 426, ECGI - Finance Working Paper No. 338/2012
Number of pages: 58 Posted: 23 Aug 2012 Last Revised: 25 Jul 2014
Jeffrey N. Gordon and Christopher Gandia
Columbia Law School and affiliation not provided to SSRN
Downloads 665 (37,994)
Citation 9

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Money market funds, bank runs, financial crisis

20.

Bank Governance

Principles of Financial Regulation (New York/Oxford: Oxford University Press, 2016), European Corporate Governance Institute (ECGI) - Law Working Paper No. 316/2016
Number of pages: 31 Posted: 11 Jun 2016 Last Revised: 15 Jun 2016
University of Oxford - Faculty of Law, University of Oxford, Faculty of Law, University of Oxford- Faculty of Law, University of Oxford Faculty of Law, Columbia Law School, University of Oxford - Said Business School and University of Oxford - Faculty of Law
Downloads 656 (38,680)

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Financial regulation, bank governance, executive compensation, financial sector pay, independent directors, board structure

21.

Board 3.0 -- An Introduction

The Business Lawyer, Vol. 74, Spring 2019, Columbia Law and Economics Working Paper No. 602, Stanford Law and Economics Olin Working Paper No. 531
Number of pages: 18 Posted: 12 Feb 2019 Last Revised: 25 Apr 2019
Ronald J. Gilson and Jeffrey N. Gordon
Stanford Law School and Columbia Law School
Downloads 618 (41,919)

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Boards, Directors, Private Equity

22.

Agency Capitalism: Further Implications of Equity Intermediation

European Corporate Governance Institute (ECGI) - Law Working Paper No. 239/2014, Stanford Law and Economics Olin Working Paper No. 456, Columbia Law and Economics Working Paper No. 461
Number of pages: 29 Posted: 25 Nov 2013 Last Revised: 15 Apr 2014
Ronald J. Gilson and Jeffrey N. Gordon
Stanford Law School and Columbia Law School
Downloads 608 (42,828)

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agency capitalism, agency costs, activist investors, hedge funds, governance, mutual funds, public pension funds

The Empty Call for Benefit-Cost Analysis in Financial Regulation

Journal of Legal Studies, Forthcoming, Columbia Law and Economics Accepted Paper No. 464
Number of pages: 25 Posted: 14 Jan 2014 Last Revised: 02 Aug 2014
Jeffrey N. Gordon
Columbia Law School
Downloads 434 (64,937)

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Benefit-cost analysis, financial regulation, Glass-Steagall, market funds, judicial review

The Empty Call for Benefit-Cost Analysis in Financial Regulation

European Corporate Governance Institute (ECGI) - Law Working Paper No. 233/2014
Number of pages: 26 Posted: 18 Jan 2014
Jeffrey N. Gordon
Columbia Law School
Downloads 151 (193,748)
Citation 1

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benefit-cost analysis, financial regulation, Glass-Steagall, money market funds, judicial review

24.

Supreme Court Amicus Brief of 19 Corporate Law Professors, Friedrichs v. California Teachers Association, No. 14-915

Number of pages: 55 Posted: 08 Nov 2015
Harvard Law School, Harvard Law School, Northwestern University - Pritzker School of Law, Columbia Law School, Duke University School of Law, Stanford Law School, Columbia Law School, Widener University Delaware Law School, Yale University - Law School, Professor of Law, New York University School of Law, University of Michigan Law School, Stanford Law School, Harvard Law School, Georgetown University Law Center, BC Law School, New York University School of Law, Harvard Law School and New York University (NYU)
Downloads 524 (51,881)

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corporate politics, union politics, First Amendment, shareholder rights, corporate speech

25.

Deutsche Telekom, German Corporate Governance, and the Transition Costs of Capitalism

Columbia Law School, Center for Law and Economic Studies, Working Paper No. 140
Number of pages: 19 Posted: 24 Sep 1999
Jeffrey N. Gordon
Columbia Law School
Downloads 486 (57,059)
Citation 3

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26.

Avoiding Eight-Alarm Fires in the Political Economy of Systemic Risk Management

Columbia Law and Economics Research Paper No. 369, ECGI - Finance Working Paper No. 277/2010
Number of pages: 75 Posted: 16 Feb 2010 Last Revised: 01 Dec 2013
Jeffrey N. Gordon and Christopher Muller
Columbia Law School and Independent
Downloads 411 (70,056)
Citation 2

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Financial Crisis, Bank Regulation, Emergency Authority, Financial Innovation, Federal Reserve, Credit Default Swap, Lehman Brothers

Convergence and Persistence in Corporate Law and Governance

Oxford Handbook of Corporate Law and Governance (Jeffrey Gordon and Georg Ringe, Eds), Forthcoming, Columbia Law and Economics Working Paper No. 574
Number of pages: 29 Posted: 17 Sep 2017 Last Revised: 15 Dec 2017
Jeffrey N. Gordon
Columbia Law School
Downloads 261 (115,647)
Citation 1

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Corporate Governance; Financial Globalization; Convergence; Financial Stability; East Asian Financial Crisis

Convergence and Persistence in Corporate Law and Governance

Forthcoming, Oxford Handbook of Corporate Law and Governance (Jeffrey Gordon and Georg Ringe, eds.), ECGI - Law Working Paper No. 370/2017
Number of pages: 35 Posted: 20 Sep 2017 Last Revised: 01 Oct 2017
Jeffrey N. Gordon
Columbia Law School
Downloads 136 (211,103)

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corporate governance, financial globalization, convergence, financial stability, East Asian financial crisis

Employee Stock Ownership in Economic Transitions: The Case of United Airlines

Columbia Law School, Center for Law and Economic Studies, Working Paper No. 133
Number of pages: 52 Posted: 24 Jun 1999
Jeffrey N. Gordon
Columbia Law School
Downloads 383 (75,387)
Citation 5

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Employee Stock Ownership in Economic Transitions: The Case of United Airlines

Bank of America Journal of Applied Corporate Finance, Vol. 63, No. 2, 1998
Posted: 02 Oct 1998
Jeffrey N. Gordon
Columbia Law School

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29.

Shareholder Initiative: A Social Choice and Game Theoretic Approach to Corporate Law

University of Cincinnati Law Review, Vol. 60, p. 347, 1991, Columbia Law and Economics Working Paper No. 324
Number of pages: 42 Posted: 23 Jan 2008
Jeffrey N. Gordon
Columbia Law School
Downloads 359 (82,028)

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30.

The United Airline Bankruptcy and the Future of Employee Ownership

Employee Rights and Employment Policy Journal, AALS Issue on Employee Stock Ownership After Enron, Vol. 7, p. 227, January 2003, Columbia Law and Economics Working Paper No. 283
Number of pages: 7 Posted: 24 Sep 2005
Jeffrey N. Gordon
Columbia Law School
Downloads 353 (83,634)

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31.

The Micro, Macro and International Design of Financial Regulation

Columbia Law and Economics Working Paper No. 422
Number of pages: 30 Posted: 29 Apr 2012 Last Revised: 28 Jun 2012
Colin Mayer and Jeffrey N. Gordon
University of Oxford - Said Business School and Columbia Law School
Downloads 343 (86,470)

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Regulation, Harmonization, Systemic Risks

32.

Shareholder Initiative: An Informal Social Choice and Game Theoretic Approach

ECGI - Law Working Paper No. 93/2008
Number of pages: 45 Posted: 03 Mar 2008
Jeffrey N. Gordon
Columbia Law School
Downloads 321 (93,043)
Citation 5

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Shareholder voting, Delegation, Management, Cycling, Shareholder Opportunism

The Shaping Force of Corporate Law in the New Economic Order

Columbia Law School, Center for Law and Economic Studies, Working Paper No. 135
Number of pages: 24 Posted: 24 Jun 1999
Jeffrey N. Gordon
Columbia Law School
Downloads 317 (93,766)
Citation 2

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The Shaping Force of Corporate Law in the New Economic Order

University of Richmond Law Review, Vol. 31, No. 5, 1997
Posted: 17 Aug 1998
Jeffrey N. Gordon
Columbia Law School

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34.

China as a 'National Strategic Buyer': Towards a Multilateral Regime for Cross-Border M&A

Columbia Business Law Review, Vol. 2019, No. 1, 2019, Columbia Law and Economics Working Paper No. 585, European Corporate Governance Institute (ECGI) - Law Working Paper No. 407/2018, Stanford Law and Economics Olin Working Paper No. 522
Number of pages: 66 Posted: 17 May 2018 Last Revised: 01 May 2019
Jeffrey N. Gordon and Curtis J. Milhaupt
Columbia Law School and Stanford Law School
Downloads 293 (102,824)

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Mergers; Acquisitions; Foreign Investment; National Security

Employees, Pensions, and the New Economic Order

Columbia Univ. Center for Law and Economic Studies Working Paper No. 124
Number of pages: 53 Posted: 25 Jun 1997
Jeffrey N. Gordon
Columbia Law School
Downloads 221 (136,950)

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Employees, Pensions, and the New Economic Order

COLUMBIA LAW REVIEW, June 1997
Posted: 28 Mar 1997
Jeffrey N. Gordon
Columbia Law School

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36.

The 'Prudent Retiree Rule': What to Do When Retirement Security is Impossible?

Lewis & Clark Law Review, Vol. 11, No. 481, 2007, Columbia Law and Economics Working Paper No. 314
Number of pages: 16 Posted: 19 Jul 2007
Jeffrey N. Gordon
Columbia Law School
Downloads 217 (139,823)

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37.

Taking Compliance Seriously

Yale Journal on Regulation, Forthcoming, Columbia Law and Economics Working Paper No. 588
Number of pages: 69 Posted: 05 Sep 2018 Last Revised: 26 Apr 2019
John Armour, Jeffrey N. Gordon and Geeyoung Min
University of Oxford - Faculty of Law, Columbia Law School and Columbia Law School
Downloads 213 (142,323)

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38.

Letter to the SEC on Money Market Fund Reform

Columbia Law and Economics Working Paper No. 352
Number of pages: 12 Posted: 14 Sep 2009
Jeffrey N. Gordon
Columbia Law School
Downloads 169 (175,783)
Citation 5

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39.

Supreme Court Amicus Brief of 22 Corporate Law Professors, Mark Janus v. American Federation of State, County and Municipal Employees, Council 31, et aL, No. 16-1466

Number of pages: 56 Posted: 02 Jan 2018
Harvard Law School, Harvard Law School, Columbia Law School, Northwestern University - Pritzker School of Law, Widener University Delaware Law School, Duke University School of Law, New York University School of Law, Harvard Law School, Columbia Law School, Stanford Law School, University of Michigan Law School, Stanford Law School, Yale University - Law School, Georgetown University Law Center, BC Law School, University of Virginia School of Law, University of Texas at Austin - School of Law, New York University School of Law, Harvard Law School, New York University (NYU), Harvard Law School and Vanderbilt University - Law School
Downloads 113 (242,150)

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corporate politics, union politics, First Amendment, shareholder rights, corporate speech

40.

The Origins of a Capital Market Union in the United States

Capital Market Union and Beyond (Franklin Allen et al., eds. (MIT 2018)), Columbia Law and Economics Working Paper No. 584, European Corporate Governance Institute (ECGI) - Law Working Paper No. 395/2018
Number of pages: 27 Posted: 03 Apr 2018 Last Revised: 17 Apr 2018
Jeffrey N. Gordon and Kathryn Judge
Columbia Law School and Columbia Law School
Downloads 100 (263,669)

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Capital Market Union, banking fragmentation, Glass-Steagall, Blue Sky Laws, railroad bonds

41.

Comment Letter to Financial Stability Oversight Council on Money Market Fund Reform

Columbia Law and Economics Working Paper No. 441
Number of pages: 36 Posted: 03 Mar 2013
Jeffrey N. Gordon
Columbia Law School
Downloads 97 (268,968)

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money market funds, non-banks, systemic risk

42.

Board Compliance

Minnesota Law Review, Forthcoming
Number of pages: 58 Posted: 30 Jun 2018 Last Revised: 05 Apr 2019
John Armour, Brandon L. Garrett, Jeffrey N. Gordon and Geeyoung Min
University of Oxford - Faculty of Law, Duke University School of Law, Columbia Law School and Columbia Law School
Downloads 89 (284,240)

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corporate law, compliance, corporate governance, compliance committees

43.

Comment on Money Market Funds for SEC

Columbia Law and Economics Working Paper No. 425
Number of pages: 10 Posted: 22 Aug 2012
Jeffrey N. Gordon
Columbia Law School
Downloads 75 (315,195)

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44.

'Dynamic Precaution' in Maintaining Financial Stability: The Importance of FSOC

Ten Years After the Crash, Sharyn O'Halloran and Thomas Groll, eds., 2018 (Forthcoming), Columbia Law and Economics Working Paper No. 587, Columbia Public Law Research Paper No. 14-596
Number of pages: 20 Posted: 09 Aug 2018 Last Revised: 15 Aug 2018
Jeffrey N. Gordon
Columbia Law School
Downloads 31 (460,220)

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Financial stability, financial crisis, FSOC, cost-benefit analysis

45.

The Rise of Agency Capitalism and the Role of Shareholder Activists in Making it Work

Journal of Applied Corporate Finance, Vol. 31, Issue 1, pp. 8-22, 2019
Number of pages: 17 Posted: 14 May 2019
Ronald J. Gilson and Jeffrey N. Gordon
Stanford Law School and Columbia Law School
Downloads 3 (626,349)
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46.

Columbia Law School Roundtable on a Governance Research Agenda for the Academy

Journal of Applied Corporate Finance, Vol. 29, Issue 1, pp. 76-85, 2017
Number of pages: 12 Posted: 12 Apr 2017
Columbia University - Law School, University of Notre Dame, University of Michigan Law School and Columbia Law School
Downloads 1 (648,804)
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Other Papers (1)

Total Downloads: 132
1.

Financial Scholars Oppose Eliminating 'Orderly Liquidation Authority' as Crisis-Avoidance Restructuring Backstop

Number of pages: 13 Posted: 04 Jun 2017 Last Revised: 16 Sep 2017
Jeffrey N. Gordon and Mark J. Roe
Columbia Law School and Harvard Law School
Downloads 132

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financial crisis; Dodd-Frank; single-point-of-entry; orderly liquidation authority; chapter 14; FIBA; SIFI