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 ECARES ULB CP 114

B-1050 Brussels

Belgium

SCHOLARLY PAPERS

39

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CITATIONS
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237

Scholarly Papers (39)

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 8,544 (573)
Citation 13

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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 184 (162,848)
Citation 12

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2.

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 1,367 (13,347)
Citation 2

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

3.

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 1,258 (15,181)
Citation 16

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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

4.

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 1,197 (16,401)
Citation 2

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Takeovers, Poison Pills, Corporate Governance

5.

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 1,171 (16,946)
Citation 1

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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

6.

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 997 (21,558)
Citation 1

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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

7.

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 996 (21,589)

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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

8.

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 791 (29,992)

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Corporate Governance, Shareholder Activism, Hedge Funds, Poison Pill

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 789 (30,098)
Citation 8

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10.

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

U of Penn, Inst for Law & Econ Research Paper 02-07
Number of pages: 28 Posted: 31 May 2002
Edward B. Rock
New York University School of Law
Downloads 784 (30,383)
Citation 1

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

11.
Downloads 760 ( 31,721)
Citation 6

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 Law School - Institute for Law and Economics, New York University School of Law and New York University School of Law
Downloads 664 (37,441)

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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 Law School - Institute for Law and Economics, New York University School of Law and New York University School of Law
Downloads 96 (272,555)
Citation 6

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12.

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 732 (33,371)
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

13.

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 691 (36,099)
Citation 2

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14.

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 664 (38,028)
Citation 9

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15.

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

U of Penn, Inst. for Law & Econ Research Paper 04-07
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 604 (43,225)
Citation 5

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Sarbanes Oxley, directors, legal ethics, corporate governance

16.

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

Theoretical Inquiries in Law, Forthcoming
Number of pages: 32 Posted: 14 May 2001
Edward B. Rock
New York University School of Law
Downloads 588 (44,773)
Citation 1

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17.

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 585 (45,100)
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

18.

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 571 (46,500)

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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

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 564 (46,645)
Citation 12

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

"Concentrated Corporate Ownership," NBER, 1999 Journal of Corporation Law, Vol. 24, No. 4, September 1999
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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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 563 (47,362)
Citation 2

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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.

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 546 (49,191)
Citation 2

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corporate law-making, Delaware, federalism

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, 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 (51,851)

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

23.

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 504 (54,438)
Citation 3

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24.

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 372 (78,610)
Citation 2

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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

25.

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 325 (91,738)

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

26.

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 299 (100,461)

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discursive dilemma and corporate law, doctrinal paradox, corporate personality

27.

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 262 (115,696)

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28.

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 247 (122,903)
Citation 3

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29.

Index Funds and Corporate Governance: Let Shareholders be Shareholder

NYU Law and Economics Research Paper No. 18-39, European Corporate Governance Institute - Law Working Paper No. 467/2019
Number of pages: 61 Posted: 05 Dec 2018 Last Revised: 08 Aug 2019
Edward B. Rock and Marcel Kahan
New York University School of Law and New York University School of Law
Downloads 218 (139,085)

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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

30.

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 204 (148,103)
Citation 2

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

31.

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 185 (162,076)

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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

32.

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 162 (182,068)
Citation 1

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33.

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 140 (205,490)
Citation 10

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Mandatory Disclosure, Securities Disclosure, Credible Commitment, Disclosure Regulation

34.

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 123 (227,393)

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

35.

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 (242,021)

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

36.

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 103 (258,310)
Citation 1

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

37.

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

University of Richmond Law Review, Vol. 36, No. 423, 2002 (Symposium on Eric Posner's "Law and Social Norms")
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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38.

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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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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