Lucian Bebchuk and the Study of Corporate Governance

Abstract

Prepared for an upcoming issue of The University of Chicago Law Review on the most-cited legal scholars, this Essay discusses Lucian Bebchuk’s fundamental contributions to the field of corporate governance, as well as his major impact on scholarship, practice, and policy. Bebchuk is the author of more than one hundred corporate law and finance articles, and is ranked by SSRN as the most-cited corporate law scholar (as well as one of the most-cited among all law professors). However, this ranking only tells part of the story; this Essay seeks to provide a fuller picture.

The first part of the Essay focuses on Bebchuk’s research contributions. I begin by surveying the broad range of corporate governance areas to which Bebchuk has made major contributions. I then identify the aspects of Bebchuk’s research that have made it so consequential, including Bebchuk’s tools and modes of analysis and some overarching themes and approaches shared by his work in disparate areas.

The second part of the Essay focuses on Bebchuk’s impact. I discuss three ways in which Bebchuk’s work has been impactful—by shaping and influencing subsequent academic research, as well as discourse among practitioners and policymakers; through his mentorship of many corporate governance scholars; and by having substantial influence on the evolution of policy and practices in the corporate field.

Keywords: Corporate governance, managers, shareholders, directors, boards, controlling shareholders, shareholder rights, management accountability, entrenchment, executive compensation, state competition, contractual freedom, corporate charters, mergers and acquisitions, takeovers, shareholder activism, short

JEL Classification: D20, G3, K22, M10, M52