Edward B. Rock

New York University School of Law

Professor of Law

40 Washington Square South

New York, NY 10012-1099

United States

European Corporate Governance Institute

c/o the Royal Academies of Belgium

Rue Ducale 1 Hertogsstraat

1000 Brussels

Belgium

SCHOLARLY PAPERS

45

DOWNLOADS
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41,273

SSRN CITATIONS
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SSRN RANKINGS

Top 3,741

in Total Papers Citations

234

CROSSREF CITATIONS

227

Scholarly Papers (45)

Hedge Funds in Corporate Governance and Corporate Control

University of Pennsylvania Law Review, Vol. 155, p. 1021, 2007, U of Penn, Inst for Law & Econ Research Paper No. 06-16, NYU, Law and Economics Research Paper No. 06-37, ECGI - Law Working Paper No. 76/2006
Number of pages: 73 Posted: 25 Jul 2006 Last Revised: 21 May 2009
Marcel Kahan and Edward B. Rock
New York University School of Law and New York University School of Law
Downloads 9,381 (1,113)
Citation 12

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Corporations, Organizations, Hedge-Fund Activism, Corporate Governance, Hedge Funds, Securities Regulation, Short-Term Payoff

Hedge Funds in Corporate Governance and Corporate Control.

NYU Working Paper No. CLB-06-012
Number of pages: 58 Posted: 31 Oct 2008
Marcel Kahan and Edward B. Rock
New York University School of Law and New York University School of Law
Downloads 245 (222,789)
Citation 23

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2.

For Whom is the Corporation Managed in 2020?: The Debate over Corporate Purpose

European Corporate Governance Institute - Law Working Paper No. 515/2020, NYU School of Law, Public Law Research Paper No. 20-16, NYU Law and Economics Research Paper
Number of pages: 37 Posted: 01 May 2020 Last Revised: 06 Nov 2020
Edward B. Rock
New York University School of Law
Downloads 2,855 (8,318)
Citation 8

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corporate law, takeover law, corporate governance law, law & finance, securities law, corporate social responsibility, hedge fund activism

3.

Institutional Investors in Corporate Governance

In Oxford Handbook on Corporate Law and Governance, 2015, Forthcoming, U of Penn, Inst for Law & Econ Research Paper No. 14-37
Number of pages: 51 Posted: 21 Oct 2014 Last Revised: 23 Jul 2015
Edward B. Rock
New York University School of Law
Downloads 1,980 (14,952)
Citation 3

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Corporations, administrative law, securities law and regulation, comparative law, shareholders, voting rights, shareholder activism, institutional investor passivity, inadequate incentives of institutional investors, activist hedge funds, activists, activism, E.U. Shareholder Rights Directive

4.

The Hanging Chads of Corporate Voting

Georgetown Law Journal, Vol. 96, p. 1227, 2008, U of Penn, Inst for Law & Econ Research Paper No. 07-18, NYU Law and Economics Research Paper No. 07-29
Number of pages: 55 Posted: 15 Aug 2007 Last Revised: 04 Apr 2009
Marcel Kahan and Edward B. Rock
New York University School of Law and New York University School of Law
Downloads 1,519 (22,531)
Citation 6

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shareholder elections, technology of corporate voting, voting systems, ownership structure, legitimacy

5.

Embattled CEOs

Texas Law Review, Vol. 88, No. 987, 2010, U of Penn, Inst for Law & Econ Research Paper No. 08-25, NYU Law and Economics Research Paper No. 08-43, ECGI - Law Working Paper No. 116/2009
Number of pages: 65 Posted: 29 Oct 2008 Last Revised: 05 Aug 2010
Marcel Kahan and Edward B. Rock
New York University School of Law and New York University School of Law
Downloads 1,459 (23,940)
Citation 20

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Public corporations, chief executive officers, CEO power, boards of directors, shareholder activism, corporate governance rules, executive compensation, regulatory backlash, shareholder initiatives

6.

How I Learned to Stop Worrying and Love the Pill: Adaptive Responses to Takeover Law

University of Chicago Law Review, Vol. 69, Pg. 871, 2002, U of Penn, Inst for Law & Econ Research Paper No. 02-02, NYU, Ctr for Law and Business Research Paper No. 02-04
Number of pages: 45 Posted: 22 May 2002 Last Revised: 24 Nov 2015
Marcel Kahan and Edward B. Rock
New York University School of Law and New York University School of Law
Downloads 1,406 (25,291)
Citation 6

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Takeovers, Poison Pills, Corporate Governance

7.

Antitrust for Institutional Investors

NYU Law and Economics Research Paper No. 17-23, UC Berkeley Public Law Research Paper
Number of pages: 49 Posted: 11 Jul 2017
Edward B. Rock and Daniel L. Rubinfeld
New York University School of Law and University of California at Berkeley - School of Law
Downloads 1,246 (30,213)
Citation 9

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8.

Index Funds and Corporate Governance: Let Shareholders be Shareholders

NYU Law and Economics Research Paper No. 18-39, European Corporate Governance Institute - Law Working Paper No. 467/2019
Number of pages: 51 Posted: 05 Dec 2018 Last Revised: 10 Mar 2021
Edward B. Rock and Marcel Kahan
New York University School of Law and New York University School of Law
Downloads 1,169 (33,152)
Citation 22

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Index funds, passive investing, active funds, institutional investors, corporate governance, monitoring, agency problems, shareholder activism, corporate law, hedge fund activism, mutual funds, public pension funds, shareholder voting, incentives to become informed, dispersed shareholders

9.

Defusing the Antitrust Threat to Institutional Investor Involvement in Corporate Governance

NYU Law and Economics Research Paper No. 17-05
Number of pages: 38 Posted: 01 Mar 2017
Edward B. Rock and Daniel L. Rubinfeld
New York University School of Law and University of California at Berkeley - School of Law
Downloads 1,126 (34,958)
Citation 11

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10.

When the Government is the Controlling Shareholder

Texas Law Review, Vol. 89, p. 1293, 2011, U of Penn, Inst for Law & Economics Research Paper No. 10-10, NYU Law and Economics Research Paper No. 10-20
Number of pages: 72 Posted: 27 May 2010 Last Revised: 15 May 2011
Marcel Kahan and Edward B. Rock
New York University School of Law and New York University School of Law
Downloads 1,108 (35,746)
Citation 5

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Governmental bailout, minority shareholders, firm value maximization, corporate purposes, displacement of regulatory structures with ownership influence, structuring government ownership to weaken political influence, governmental equity and control, government corporations

11.

Hedge Fund Activism in the Enforcement of Bondholder Rights

Northwestern University Law Review, Vol. 103, p. 281, 2009, U of Penn, Inst for Law & Econ Research Paper No. 08-02, ECGI - Law Working Paper No. 100/2008, NYU Law and Economics Research Paper No. 08-09
Number of pages: 42 Posted: 18 Feb 2008 Last Revised: 05 Apr 2009
Marcel Kahan and Edward B. Rock
New York University School of Law and New York University School of Law
Downloads 1,081 (37,070)
Citation 2

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Banking and Finance, Contracts, Corporations, Economics, Law and Economics, Hedge funds, bondholders, contractual rights, acceleration remedy, defeasance option, make-whole premium

12.
Downloads 1,073 (37,479)
Citation 11

Does Majority Voting Improve Board Accountability?

University of Chicago Law Review, Vol. 83, P. 1119, 2016, European Corporate Governance Institute (ECGI) - Law Working Paper No. 310/2016, U of Penn, Inst for Law & Econ Research Paper No. 15-31
Number of pages: 68 Posted: 18 Sep 2015 Last Revised: 23 Oct 2018
New York University School of Law, University of Pennsylvania Carey Law School, New York University School of Law and New York University School of Law
Downloads 912 (46,335)

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Empirical studies, corporate governance reform, board, director elections, majority voting rule, MVR, plurality voting rule, PVR, shareholder activism, stock exchanges, Institutional Shareholder Services Inc., ISS

Does Majority Voting Improve Board Accountability?

CFS Working Paper, No. 553
Number of pages: 59 Posted: 08 Nov 2016 Last Revised: 11 Jan 2018
New York University School of Law, University of Pennsylvania Carey Law School, New York University School of Law and New York University School of Law
Downloads 161 (328,222)
Citation 10

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13.

Anti-Activist Poison Pills

NYU Law and Economics Research Paper No. 17-08, ECGI - Law Working Paper No. 364/2017
Number of pages: 54 Posted: 08 Mar 2017 Last Revised: 21 Aug 2017
Marcel Kahan and Edward B. Rock
New York University School of Law and New York University School of Law
Downloads 1,020 (40,247)
Citation 6

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Corporate Governance, Shareholder Activism, Hedge Funds, Poison Pill

14.

The Insignificance of Proxy Access

Virginia Law Review, Vol. 97, pp. 1347, 2011, U of Penn, Inst for Law & Econ Research Paper No. 10-26, NYU Law and Economics Research Paper No. 10-51
Number of pages: 89 Posted: 23 Oct 2010 Last Revised: 10 Dec 2011
Marcel Kahan and Edward B. Rock
New York University School of Law and New York University School of Law
Downloads 897 (48,177)
Citation 1

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Corporations, securities regulation, proxy votes by shareholders, new SEC rules on proxy access, Securities and Exchange Commission, corporate elections, shareholder rights, shareholder activism, corporate governance, directors, boards, institutional investor, influence on proxy voting

15.

Coming to America? Venture Capital, Corporate Identity and U.S. Securities Law

Number of pages: 28 Posted: 31 May 2002
Edward B. Rock
New York University School of Law
Downloads 836 (53,122)

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Venture capital, corporate identity, securities regulation, IPO exit routes, Israeli venture capital

16.

Corporate Governance Welfarism

European Corporate Governance Institute - Law Working Paper No. 683/2023, NYU Law and Economics Research Paper No. 23-17
Number of pages: 43 Posted: 25 Jan 2023 Last Revised: 04 May 2023
Marcel Kahan and Edward B. Rock
New York University School of Law and New York University School of Law
Downloads 821 (54,416)

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17.

Systemic Stewardship with Tradeoffs

NYU Law and Economics Research Paper No. 22-01
Number of pages: 40 Posted: 03 Dec 2021 Last Revised: 11 Mar 2022
Marcel Kahan and Edward B. Rock
New York University School of Law and New York University School of Law
Downloads 773 (59,016)
Citation 2

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18.

Islands of Conscious Power: Law, Norms and the Self Governing Corporation

University of Pennsylvania Law Review, Vol. 149, p. 1619, 2001, U of Penn, Inst for Law & Econ Research Paper No. 01-06
Number of pages: 82 Posted: 09 May 2001 Last Revised: 28 Jan 2012
Edward B. Rock and Michael L. Wachter
New York University School of Law and University of Pennsylvania Law School - Institute for Law and Economics
Downloads 719 (64,980)
Citation 9

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19.

How to Prevent Hard Cases from Making Bad Law: Bear Stearns, Delaware and the Strategic Use of Comity

Emory Law Journal, Vol. 58, p. 713, 2009, U of Penn, Inst for Law & Econ Research Paper No. 08-17, NYU Law and Economics Research Paper No. 08-40
Number of pages: 49 Posted: 27 Aug 2008 Last Revised: 04 Apr 2009
Marcel Kahan and Edward B. Rock
New York University School of Law and New York University School of Law
Downloads 663 (72,059)
Citation 3

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corporate takeovers, Federal Reserve, Treasury Department, intervention, deal protection measures, Delaware courts, corporations, Delaware corporate and procedural law, conflict of laws, financial collapse, mergers and acquisitions, corporate charter competition

20.

Symbolic Corporate Governance Politics

Boston University Law Review, Vol. 94, Pg. 1997, 2014, U of Penn, Inst for Law & Econ Research Paper No. 14-6, NYU Law and Economics Research Paper No. 14-07
Number of pages: 48 Posted: 05 Mar 2014 Last Revised: 03 Dec 2014
Marcel Kahan and Edward B. Rock
New York University School of Law and New York University School of Law
Downloads 662 (72,197)
Citation 5

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Corporations, politics, corporate governance controversies, public interest or public choice explanations, corporate control, symbols, myths, Thurman Arnold, legal realism, interdisciplinary scholarship, capitalism, gap between rhetoric and reality, folklore

21.

A New Player in the Boardroom: The Emergence of the Independent Directors' Counsel

Number of pages: 23 Posted: 19 Mar 2004
Geoffrey C. Hazard and Edward B. Rock
University of Pennsylvania and New York University School of Law
Downloads 653 (73,511)
Citation 5

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Sarbanes Oxley, directors, legal ethics, corporate governance

22.

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, New York University School 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 647 (74,330)

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

23.

Adapting to the New Shareholder-Centric Reality

University of Pennsylvania Law Review, Vol. 161, p. 1907, 2013, U of Penn, Inst for Law & Econ Research Paper No. 13-19
Number of pages: 83 Posted: 15 Jun 2013 Last Revised: 26 Jun 2013
Edward B. Rock
New York University School of Law
Downloads 633 (76,359)
Citation 1

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corporate governance, corporation law, corporate finance, creditors, management and shareholder incentives, agency costs, shareholder-bondholder conflicts, comparative corporate law, fiduciary duties, Delaware impartiality, entity model of corporations

24.

Greenhorns, Yankees and Cosmopolitans: Venture Capital, Ipos, Foreign Firms & U.S. Markets

Number of pages: 32 Posted: 14 May 2001
Edward B. Rock
New York University School of Law
Downloads 620 (78,340)
Citation 2

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Waiting for the Omelet to Set: Match Specific Assets and Minority Oppression in the Close Corporation

The Journal of Corporation Law, Vol. 24, p. 913, 1999, CONCENTRATED CORPORATE OWNERSHIP, Randall Morck ed., NBER/University of Chicago Press, 2000, University of Pennsylvania, Institute for Law and Economics, Working Paper No. 265
Number of pages: 36 Posted: 15 Feb 1999 Last Revised: 17 Mar 2012
Edward B. Rock and Michael L. Wachter
New York University School of Law and University of Pennsylvania Law School - Institute for Law and Economics
Downloads 619 (77,490)
Citation 14

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Waiting for the Omelet to Set: Match-Specific Assets and Minority Oppression in the Close Corporation

Posted: 11 Dec 1999
Edward B. Rock and Michael L. Wachter
New York University School of Law and University of Pennsylvania Law School - Institute for Law and Economics

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26.

Symbiotic Federalism and the Structure of Corporate Law

Vanderbilt Law Review, Vol. 58, p. 1573, 2005, NYU, Law and Economics Research Paper No. 04-020, U of Penn, Inst for Law & Econ Research Paper No. 04-12
Number of pages: 50 Posted: 15 Jul 2004 Last Revised: 09 Apr 2009
Marcel Kahan and Edward B. Rock
New York University School of Law and New York University School of Law
Downloads 589 (83,625)
Citation 36

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corporate law-making, Delaware, federalism

27.

Corporate Constitutionalism: Antitakeover Charter Provisions as Precommitment

NYU, Ctr for Law and Business Research Paper No. 03-08, University of Pennsylvania Law Review, Vol. 152, P. 473, 2003, U of Penn, Inst for Law & Econ Research Paper 03-20
Number of pages: 50 Posted: 19 Jun 2003 Last Revised: 19 Nov 2015
Marcel Kahan and Edward B. Rock
New York University School of Law and New York University School of Law
Downloads 558 (89,512)
Citation 3

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28.

MOM Approval in a World of Active Shareholders

Luca Enriques and Tobias Tröger, eds., The Law and Finance of Related Party Transactions (Cambridge University Press, Forthcoming), NYU Law and Economics Research Paper No. 18-02, European Corporate Governance Institute (ECGI) - Law Working Paper No. 389/2018
Number of pages: 31 Posted: 14 Feb 2018 Last Revised: 19 Mar 2018
Edward B. Rock
New York University School of Law
Downloads 467 (111,340)
Citation 2

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corporate law, takeover law, corporate governance law, law & finance, securities law

29.

Common Ownership and Coordinated Effects

NYU Law and Economics Research Paper No. 18-40
Number of pages: 39 Posted: 06 Dec 2018
Edward B. Rock and Daniel L. Rubinfeld
New York University School of Law and University of California at Berkeley - School of Law
Downloads 435 (121,017)
Citation 2

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30.

Business Purpose and the Objective of the Corporation

NYU Law and Economics Research Paper No.20-44, European Corporate Governance Institute – Finance Working Paper Forthcoming
Number of pages: 21 Posted: 04 Nov 2020 Last Revised: 16 Apr 2021
Edward B. Rock
New York University School of Law
Downloads 414 (128,180)

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Corporate Law: Corporate & Financial Law: Interdisciplinary Approaches, Corporate Governance U.S., Business Purpose; Corporate Objective; Corporate Purpose, Corporate Governance, Institutional Investors

31.

Shareholder Eugenics in the Public Corporation

Cornell Law Review, Vol. 97, Pg. 849, 2012, U of Penn, Inst for Law & Econ Research Paper No. 11-26
Number of pages: 58 Posted: 17 Aug 2011 Last Revised: 29 May 2012
Edward B. Rock
New York University School of Law
Downloads 414 (128,180)
Citation 5

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Corporations, securities, investor relations, corporate governance, crafting the shareholder base in public corporations, good shareholders v. bad shareholders, recruitment, preference for certain shareholders, benefits and dangers of picking shareholders

32.

Does Common Ownership Explain Higher Oligopolistic Profits?

NYU Law and Economics Research Paper No. 20-18, European Corporate Governance Institute - Law Working Paper No. 528/2020
Number of pages: 20 Posted: 15 Jun 2020 Last Revised: 12 Nov 2020
Edward B. Rock and Daniel L. Rubinfeld
New York University School of Law and University of California at Berkeley - School of Law
Downloads 399 (133,697)
Citation 1

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common ownership, corporate governance, Index funds, passive investing, active funds, institutional investors, coordinated effects, superstar firms, oligopoly profits

33.

Saints and Sinners: How Does Delaware Corporate Law Work?

UCLA Law Review, Vol. 44, p. 1009, 1997
Number of pages: 99 Posted: 27 Sep 1996 Last Revised: 19 Mar 2012
Edward B. Rock
New York University School of Law
Downloads 388 (137,950)
Citation 6

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34.

Corporate Taxation and International Charter Competition

Michigan Law Review, Vol. 106, p. 1229, 2008, U of Penn, Inst for Law & Econ Research Paper No. 07-16
Number of pages: 56 Posted: 05 Aug 2007 Last Revised: 04 Apr 2009
Mitchell Kane and Edward B. Rock
New York University (NYU) and New York University School of Law
Downloads 349 (155,108)

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reincorporation, corporate charter competition, corporate tax, international charter market, severing markets, place of incorporation, real seat

35.

Validation Capital

NYU Law and Economics Research Paper No. 21-06, USC CLASS Research Paper Series No. CLASS21-16, USC Law Legal Studies Paper No. 21-16
Number of pages: 22 Posted: 16 Feb 2021 Last Revised: 30 Jun 2021
Alon Brav, Dorothy S. Lund and Edward B. Rock
Duke University - Fuqua School of Business, Columbia Law School and New York University School of Law
Downloads 335 (162,171)

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36.

The Corporate Form as a Solution to a Discursive Dilemma

Journal of Institutional and Theoretical Economics, Forthcoming, U of Penn, Inst for Law & Econ Research Paper No. 05-20
Number of pages: 26 Posted: 20 Sep 2005
Edward B. Rock
New York University School of Law
Downloads 318 (171,557)

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discursive dilemma and corporate law, doctrinal paradox, corporate personality

37.

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 SchoolVanderbilt University - Owen Graduate School of Management
Downloads 306 (178,532)

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

38.

Encountering the Scarlet Woman of Wall Street: Speculative Comments at the End of the Century

Theoretical Inquiries in Law, Vol. 3
Number of pages: 25 Posted: 04 May 2000
Edward B. Rock
New York University School of Law
Downloads 300 (182,335)

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39.

Corporate Law Doctrine and the Legacy of American Legal Realism

University of Pennsylvania Law Review, Vol. 163, P. 2019, 2015, U of Penn, Inst for Law & Econ Research Paper No. 15-30
Number of pages: 36 Posted: 13 Aug 2015 Last Revised: 11 Sep 2015
Edward B. Rock
New York University School of Law
Downloads 243 (225,682)
Citation 1

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Comparative law, judicial reasoning, United Kingdom company law, legal formalism, underdetermination, adjudication, controlling shareholder freezeouts, bondholder exit consents, MFW litigation, In re Hellenic & General Trust, Katz v. Oak Industries, Assénagon, Azevedo, corporate law, legal realism

40.

Securities Regulation as Lobster Trap: A Credible Commitment Theory of Mandatory Disclosure

Cardozo Law Review, Vol. 23, p. 675, 2002, U of Penn, Inst for Law & Econ Research Paper No. 02-05
Number of pages: 30 Posted: 22 May 2002 Last Revised: 28 Jan 2012
Edward B. Rock
New York University School of Law
Downloads 211 (258,116)
Citation 20

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Mandatory Disclosure, Securities Disclosure, Credible Commitment, Disclosure Regulation

41.

When the Government is the Controlling Shareholder: Implications for Delaware

Delaware Journal of Corporate Law (DJCL), Vol. 35, No. 2, p. 409, 2010
Number of pages: 28 Posted: 23 Sep 2010 Last Revised: 02 Oct 2010
Edward B. Rock and Marcel Kahan
New York University School of Law and New York University School of Law
Downloads 180 (297,824)
Citation 3

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Delaware, Journal, Corporate Law, Corporate, Chancery Rule 19, Controlling shareholder, Government, Sovereign immunity, Government-controlled, Federal government

42.

Dangerous Liaisons: Corporate Law, Trust Law, and Inter-Doctrinal Legal Transplants

Northwestern University Law Review, Vol. 96, p. 651, 2002, U of Penn, Inst for Law & Econ Research Paper No. 02-03
Number of pages: 23 Posted: 22 May 2002 Last Revised: 28 Jan 2012
Edward B. Rock and Michael L. Wachter
New York University School of Law and University of Pennsylvania Law School - Institute for Law and Economics
Downloads 156 (337,040)
Citation 1

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Duty of Care, Directors' Liability, Negligence, Governance, Van Gorkom

43.

Meeting by Signals, Playing by Norms: Complementary Accounts of Non-Legal Cooperation in Institutions

Posted: 19 Jun 2002
Edward B. Rock and Michael L. Wachter
New York University School of Law and University of Pennsylvania Law School - Institute for Law and Economics

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44.

Mandatory Disclosure as Credible Commitment: Going Public, Opting in, Opting Out and Globalization

Posted: 10 Feb 1999
Edward B. Rock
New York University School of Law

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45.

Tailored Claims and Governance: The Fit between Employees and Shareholders

Posted: 22 Jul 1997
Edward B. Rock and Michael L. Wachter
New York University School of Law and University of Pennsylvania Law School - Institute for Law and Economics

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