John C. Coffee

Columbia Law School

Adolf A. Berle Professor of Law and Director of the Center on Corporate Governance

435 West 116th Street

New York, NY 10025

United States

European Corporate Governance Institute (ECGI)

Fellow

c/o the Royal Academies of Belgium

Rue Ducale 1 Hertogsstraat

1000 Brussels

Belgium

American Academy of Arts & Sciences

Fellow

136 Irving Street

Cambridge, MA 02138

United States

  • Columbia Law School

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    • Tel: 212-854-2833
    • Fax: 212-854-7946
SCHOLARLY PAPERS

48

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260

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250

Scholarly Papers (48)

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1.

The Future as History: The Prospects for Global Convergence in Corporate Governance and its Implications

Columbia Law School Center for Law and Economic Studies Working Paper No. 144
Number of pages: 141 Posted: 04 Jan 1999
John C. Coffee
Columbia Law School
Downloads 9,839 (514)
Citation 93

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2.

A Theory of Corporate Scandals: Why the U.S. And Europe Differ

Columbia Law and Economics Working Paper No. 274
Number of pages: 30 Posted: 30 Mar 2005
John C. Coffee
Columbia Law School
Downloads 8,986 (596)
Citation 2

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3.

Understanding Enron: It's About the Gatekeepers, Stupid

Columbia Law & Economics Working Paper No. 207
Number of pages: 29 Posted: 22 Aug 2002
John C. Coffee
Columbia Law School
Downloads 7,495 (822)
Citation 48

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4.

What Caused Enron?: A Capsule Social and Economic History of the 1990's

Columbia Law and Economics Working Paper No. 214
Number of pages: 49 Posted: 29 Jan 2003
John C. Coffee
Columbia Law School
Downloads 7,378 (841)
Citation 23

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5.

Law and the Market: The Impact of Enforcement

Columbia Law and Economics Working Paper No. 304
Number of pages: 82 Posted: 09 Mar 2007
John C. Coffee
Columbia Law School
Downloads 5,782 (1,301)
Citation 97

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6.

The Rise of Dispersed Ownership: The Role of Law in the Separation of Ownership and Control

Columbia Law and Economics Working Paper No. 182
Number of pages: 95 Posted: 12 Jan 2001
John C. Coffee
Columbia Law School
Downloads 4,864 (1,747)
Citation 29

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7.

Racing Towards the Top?: The Impact of Cross-Listings and Stock Market Competition on International Corporate Governance

Columbia Law and Economics Working Paper No. 205
Number of pages: 90 Posted: 15 Jun 2002
John C. Coffee
Columbia Law School
Downloads 4,284 (2,192)
Citation 82

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8.

Privatization and Corporate Governance: The Lessons from Securities Market Failure

Downloads 3,581 ( 2,968)
Citation 10

Privatization and Corporate Governance: The Lessons from Securities Market Failure

Columbia Law School, Center for Law and Economics Studies, Working Paper No. 158
Number of pages: 72 Posted: 11 Nov 1999
John C. Coffee
Columbia Law School
Downloads 2,182 (6,720)
Citation 11

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Privatization and Corporate Governance: The Lessons from Securities Market Failure

As Published in Journal of Corporation Law, Vol. 25, pp. 1-39, 1999
Number of pages: 72 Posted: 27 Mar 2000
John C. Coffee
Columbia Law School
Downloads 1,399 (13,895)
Citation 8

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9.

The Acquiescent Gatekeeper: Reputational Intermediaries, Auditor Independence and the Governance of Accounting

Columbia Law and Economics Working Paper No. 191
Number of pages: 62 Posted: 25 May 2001
John C. Coffee
Columbia Law School
Downloads 3,200 (3,598)
Citation 16

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10.

Gatekeeper Failure and Reform: The Challenge of Fashioning Relevant Reforms

Columbia Law and Economics Working Paper No. 237
Number of pages: 89 Posted: 30 Sep 2003
John C. Coffee
Columbia Law School
Downloads 3,050 (3,912)
Citation 19

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11.

Competition Among Securities Markets: A Path Dependent Perspective

Columbia Law and Economics Working Paper No. 192
Number of pages: 87 Posted: 25 Sep 2001
John C. Coffee
Columbia Law School
Downloads 2,645 (4,967)
Citation 8

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12.

Dispersed Ownership: The Theories, the Evidence, and the Enduring Tension Between 'Lumpers' and 'Splitters'

Columbia Law and Economics Working Paper No. 363, ECGI - Law Working Paper No. 144/2010
Number of pages: 76 Posted: 09 Jan 2010 Last Revised: 22 Jan 2019
John C. Coffee
Columbia Law School
Downloads 2,298 (6,278)
Citation 3

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13.

The Impact of Hedge Fund Activism: Evidence and Implications

European Corporate Governance Institute (ECGI) - Law Working Paper No. 266/2014, Columbia Law and Economics Working Paper No. 489
Number of pages: 89 Posted: 17 Sep 2014 Last Revised: 04 Oct 2014
John C. Coffee and Darius Palia
Columbia Law School and Rutgers University, Newark, School of Business-Newark, Department of Finance & Economics
Downloads 2,272 (6,389)
Citation 16

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hedge fund, institutional investor, Schedule 13D, shareholder activism, Williams Act, wolf pack

14.

Convergence and its Critics: What are the Preconditions to the Separation of Ownership and Control?

Columbia Law and Economics Working Paper No. 179
Number of pages: 57 Posted: 14 Sep 2000
John C. Coffee
Columbia Law School
Downloads 2,263 (6,435)
Citation 5

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15.

The Wolf at the Door: The Impact of Hedge Fund Activism on Corporate Governance

Columbia Law and Economics Working Paper No. 521
Number of pages: 109 Posted: 06 Sep 2015
John C. Coffee and Darius Palia
Columbia Law School and Rutgers University, Newark, School of Business-Newark, Department of Finance & Economics
Downloads 2,237 (6,570)
Citation 23

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hedge fund, institutional investor, long-term investment, research and development (R&D), Schedule 13D, shareholder activism, wealth transfer, Williams Act, wolf pack

16.

Hail Britannia?: Institutional Investor Behavior Under Limited Regulation

As published in Michigan Law Review, Vol. 92, Pp. 1997-2087 (1994)
Number of pages: 91 Posted: 17 Jul 2001
John C. Coffee and Bernard S. Black
Columbia Law School and Northwestern University - Pritzker School of Law
Downloads 2,214 (6,695)
Citation 20

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17.

Bail-Ins Versus Bail-Outs: Using Contingent Capital to Mitigate Systemic Risk

Columbia Law and Economics Working Paper No. 380
Number of pages: 57 Posted: 10 Sep 2010 Last Revised: 23 Oct 2010
John C. Coffee
Columbia Law School
Downloads 2,176 (6,878)
Citation 18

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bank regulation, contingent capital, Dodd-Frank Act, executive compensation, resolution authority, shareholder voting, systemic risk, “too big to fail”

18.

Do Norms Matter?: A Cross-Country Examination of the Private Benefits of Control

Columbia Law and Economics Working Paper No. 183
Number of pages: 32 Posted: 30 Jan 2001
John C. Coffee
Columbia Law School
Downloads 2,163 (6,945)
Citation 20

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19.

Reforming the Securities Class Action: An Essay on Deterrence and its Implementation

Columbia Law and Economics Working Paper No. 293
Number of pages: 68 Posted: 29 Mar 2006
John C. Coffee
Columbia Law School
Downloads 2,158 (6,967)
Citation 49

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20.

Ratings Reform: The Good, The Bad, and The Ugly

Columbia Law and Economics Working Paper No. 375, ECGI - Law Working Paper No. 162/2010
Number of pages: 64 Posted: 31 Jul 2010 Last Revised: 22 Jan 2019
John C. Coffee
Columbia Law School
Downloads 1,831 (9,229)
Citation 1

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credit rating, Dodd-Frank Act, public good, European Commission

21.

The Political Economy of Dodd-Frank: Why Financial Reform Tends to be Frustrated and Systemic Risk Perpetuated

Cornell Law Review, 2012, Columbia Law and Economics Working Paper No. 414
Number of pages: 85 Posted: 10 Jan 2012
John C. Coffee
Columbia Law School
Downloads 1,786 (9,581)

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Dodd-Frank Act, Sarbanes-Oxley Act, financial regulation, latent group, securities regulation, regulatory sine curve, Basel III

22.

Enhancing Investor Protection and the Regulation of Securities Markets

Columbia Law and Economics Working Paper No. 348
Number of pages: 71 Posted: 02 Apr 2009
John C. Coffee
Columbia Law School
Downloads 1,293 (15,972)
Citation 4

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23.

The Direction of Corporate Law: The Scholars' Perspective

As published in Delaware Journal Of Corporate Law, Vol. 25, No. 1, pp. 79-105, 2000
Number of pages: 37 Posted: 31 Oct 2000
John C. Coffee, Richard A. Booth, R. Franklin Balotti, David C. McBride and Edward P. Welch
Columbia Law School, Villanova University Charles Widger School of Law, Richards, Layton & Finger, Young, Conaway, Stargatt & Taylor and Skadden, Arps, Slate, Meagher & Flom LLP
Downloads 1,207 (17,750)

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24.

The Attorney as Gatekeeper: An Agenda for the Sec

Columbia Law and Economic Working Paper No. 221
Number of pages: 35 Posted: 23 Apr 2003
John C. Coffee
Columbia Law School
Downloads 1,149 (19,121)
Citation 6

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25.

Redesigning the SEC: Does the Treasury Have a Better Idea?

U Iowa Legal Studies Research Paper No. 08-51, Columbia Law and Economics Working Paper No. 342
Number of pages: 58 Posted: 03 Dec 2008 Last Revised: 04 Mar 2010
John C. Coffee and Hillary A. Sale
Columbia Law School and Georgetown University Law Center
Downloads 1,111 (20,075)
Citation 20

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26.

The New Class Action Landscape: Trends and Developments in Class Certification and Related Topics

Columbia Law and Economics Working Paper No. 435
Number of pages: 180 Posted: 29 Nov 2012 Last Revised: 01 Dec 2012
John C. Coffee and Alexandra D. Lahav
Columbia Law School and University of Connecticut - School of Law
Downloads 898 (27,415)

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class actions, class certification

27.

Litigation Governance: Taking Accountability Seriously

Columbia Law and Economics Working Paper No. 359, ECGI - Law Working Paper No. 145/2010
Number of pages: 90 Posted: 11 Nov 2009 Last Revised: 22 Jan 2019
John C. Coffee
Columbia Law School
Downloads 849 (29,709)
Citation 6

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28.

Accountability and Competition in Securities Class Actions: Why 'Exit' Works Better than 'Voice'

Columbia Law and Economics Working Paper No. 329
Number of pages: 53 Posted: 28 Mar 2008 Last Revised: 06 Jul 2008
John C. Coffee
Columbia Law School
Downloads 787 (32,981)
Citation 5

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29.

Extraterritorial Financial Regulation: Why E.T. Can't Come Home

European Corporate Governance Institute (ECGI) - Law Working Paper No. 236/2014, Columbia Law and Economics Working Paper No. 459
Number of pages: 75 Posted: 31 Oct 2013 Last Revised: 26 Mar 2014
John C. Coffee
Columbia Law School
Downloads 737 (36,108)

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extraterritorial, extraterritoriality, Volcker Rule, ringfencing, OTC derivatives, swaps, CFTC, SEC , ESMA, European Market Infrastructure Regulation (“EMIR”)

30.

Mapping the Future of Insider Trading Law: Of Boundaries, Gaps, and Strategies

Columbia Business Law Review, 2013, Columbia Law and Economics Working Paper No. 439, ECGI - Law Working Paper No. 204
Number of pages: 42 Posted: 21 Feb 2013 Last Revised: 04 May 2013
John C. Coffee
Columbia Law School
Downloads 689 (39,582)

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insider trading, deception, deceptive device, Section 10(b), Rule 10b-5, agent, fiduciary

31.

Activist Directors and Agency Costs: What Happens When an Activist Director Goes on the Board?

Columbia Business School Research Paper No. 18-15
Number of pages: 62 Posted: 18 Jan 2018 Last Revised: 29 Jan 2018
John C. Coffee, Robert J. Jackson, Jr., Joshua Mitts and Robert E. Bishop
Columbia Law School, Professor of Law, Columbia Law School and Yale School of Management
Downloads 575 (50,265)
Citation 1

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Activism, Agency Costs, Bid/Ask Spread, Corporate Governance, Hedge Fund, Hedge Fund Activism, Information Leakage, Informed Trading, Insider Trading, Options Trading, Principal Costs, Private Benefits, Private Settlements, Proxy Contests

32.

The Agency Costs of Activism: Information Leakage, Thwarted Majorities, and the Public Morality

European Corporate Governance Institute (ECGI) - Law Working Paper No. 373/2017
Number of pages: 48 Posted: 25 Oct 2017 Last Revised: 22 Nov 2017
John C. Coffee
Columbia Law School
Downloads 573 (50,478)
Citation 2

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Activism, Agency Costs, Bid/Ask Spread, Corporate Governance, Hedge Fund, Hedge Fund Activism, Information Leakage, Informed Trading, Insider Trading, Principal Costs, Private Benefits, Private Settlements

33.

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
John C. Coates, IV, Lucian A. Bebchuk, Bernard S. Black, John C. Coffee, James D. Cox, Ronald J. Gilson, Jeffrey N. Gordon, Lawrence A. Hamermesh, Henry Hansmann, Robert J. Jackson, Jr., Marcel Kahan, Vikramaditya S. Khanna, Michael Klausner, Reinier Kraakman, Donald C. Langevoort, Brian JM Quinn, Edward B. Rock, Mark J. Roe and Helen S. Scott
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 545 (53,656)

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

34.

Causation by Presumption? Why the Supreme Court Should Reject Phantom Losses and Reverse Broudo

Columbia Law and Economics Working Paper No. 264
Number of pages: 28 Posted: 14 Jan 2005
John C. Coffee
Columbia Law School
Downloads 496 (60,485)
Citation 2

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35.

The Globalization of Entrepreneurial Litigation: Law, Culture, and Incentives

Number of pages: 31 Posted: 24 Oct 2016 Last Revised: 07 Jan 2017
John C. Coffee
Columbia Law School
Downloads 446 (68,921)
Citation 3

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American Rule, class action, contingent fee, entrepreneurial litigation, extraterritorial jurisdiction, KapMug statute (Germany) “Loser Pays” rule, opt-out class action, opt-in class action, third party funding, WCAM statute (Netherlands)

36.

Why Do Auditors Fail? What Might Work? What Won't?

Columbia Law and Economics Working Paper Number 597, European Corporate Governance Institute (ECGI) - Law Working Paper No. 436/2019
Number of pages: 48 Posted: 12 Jan 2019 Last Revised: 11 Apr 2019
John C. Coffee
Columbia Law School
Downloads 416 (75,005)
Citation 2

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Keywords: auditing, auditor, audit quality, audit regulator, auditor rotation, Financial Reporting Council, gatekeeper, proxy advisor, proxy contest, Public Company Accounting Oversight Board, reputational intermediary, shareholder activism, and shareholder voting

37.

How Should the E.U. Respond to Brexit and Trump?: The Lessons from Trade Wars

Number of pages: 19 Posted: 07 Aug 2017
John C. Coffee
Columbia Law School
Downloads 342 (93,996)

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Brexit, Chicken Game, E.U., Euro clearing, Prisoner's Dilemma, Rent-Seeking, Trade War

38.

Preserving the Corporate Superego in a Time of Activism: An Essay on Ethics and Economics

Number of pages: 47 Posted: 20 Sep 2016
John C. Coffee
Columbia Law School
Downloads 313 (103,730)

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activists, blockholder director, CEO compensation, corporate social responsibility, hedge funds, incentive compensation, wolfpack

39.

Class Actions in the Era of Trump: Trends and Developments in Class Certification and Related Issues

Prepared for the Annual American Bar Association National Institute on Class Actions, Washington, D.C. October 26-27, 2017
Number of pages: 48 Posted: 19 Sep 2017 Last Revised: 18 Oct 2017
John C. Coffee and Alexandra D. Lahav
Columbia Law School and University of Connecticut - School of Law
Downloads 302 (107,864)

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Ascertainability, Class Action, Class Certification, Complex Litigation, Confidential Witness, Mootness, Predominance, Rule 23, Standing

40.

Fee-Shifting Bylaw and Charter Provisions: Can They Apply in Federal Court? -- The Case for Preemption

Columbia Law and Economics Working Paper No. 498
Number of pages: 14 Posted: 15 Oct 2014
John C. Coffee
Columbia Law School
Downloads 170 (188,508)
Citation 1

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American rule, bylaw, charter provision, civil sanctions, fee-shifting, indemnification, interjurisdictional competition, loser pays, mandatory arbitration, race to the bottom, SEC, securities class action

41.

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
John C. Coates, IV, Lucian A. Bebchuk, John C. Coffee, Bernard S. Black, Lawrence A. Hamermesh, James D. Cox, Marcel Kahan, Reinier Kraakman, Jeffrey N. Gordon, Ronald J. Gilson, Vikramaditya S. Khanna, Michael Klausner, Henry Hansmann, Donald C. Langevoort, Brian JM Quinn, Michal Barzuza, Mira Ganor, Edward B. Rock, Mark J. Roe, Helen S. Scott, Holger Spamann and Randall S. Thomas
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 LawUniversity 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 135 (228,069)

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

42.

Global Settlements: Promise and Peril

Columbia Law and Economics Working Paper No. 604, European Corporate Governance Institute - Law Working Paper No. 496/2020
Number of pages: 42 Posted: 10 Apr 2019 Last Revised: 23 Feb 2020
John C. Coffee
Columbia Law School
Downloads 134 (229,413)

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Canadian securities litigation, class action, comity, extraterritorial, Israeli securities litigation, Morrison, Netherlands class action, Petrobras, plaintiff’s attorneys, securities fraud, securities litigation, settlement class, supplemental jurisdiction, WCAM

43.

Petition for Rulemaking on Short and Distort

Number of pages: 8 Posted: 14 Mar 2020
John C. Coffee, Joshua Mitts, James D. Cox, Peter Molk, Edward Greene, Randall S. Thomas, Meyer - Eisenberg, Robert B. Thompson, Colleen Honigsberg, Andrew Verstein, Donald C. Langevoort and Charles K. Whitehead
Columbia Law School, Columbia Law School, Duke University School of Law, University of Florida Levin College of Law, Cleary Gottlieb Steen & Hamilton LLP, Vanderbilt University - Law School, affiliation not provided to SSRN, Georgetown University Law Center, Stanford Law School, Wake Forest University School of Law, Georgetown University Law Center and Cornell Law School
Downloads 63 (371,984)

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Short, Distort, Law, Finance, Disclosure

44.

Session III: Securities Law in Twenty‐First Century America: A Conversation with Sec Commissioner Robert Jackson

Journal of Applied Corporate Finance, Vol. 31, Issue 3, pp. 32-43, 2019
Number of pages: 14 Posted: 27 May 2020
Robert J. Jackson Jr. and John C. Coffee
affiliation not provided to SSRN and Columbia Law School
Downloads 1 (711,319)
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45.

A Theory of Corporate Scandals: Why the USA and Europe Differ

Oxford Review of Economic Policy, Vol. 21, Issue 2, pp. 198-211, 2005
Posted: 29 Feb 2008
John C. Coffee
Columbia Law School

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46.

Class Action Accountability: Reconciling Exit, Voice, and Loyalty in Representative Litigation

Columbia Law Review, 2000
Posted: 09 Dec 1999
John C. Coffee
Columbia Law School

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47.

Transfers of Control and the Quest for Efficiency: Can Delaware Law Encourage Efficient Transactions While Chilling Inefficient Ones

Delaware Journal of Corporate Law, Vol. 21, No. 2, 1997
Posted: 24 Nov 1999
John C. Coffee
Columbia Law School

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