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Claire A. Hill

James L. Krusemark Chair in Law

Claire Hill

418 Mondale Hall
229–19th Ave. South
Minneapolis, MN 55455



University of Chicago, B.A., M.A.
American University, J.D.
Columbia University, LL.M., J.S.D.

Professor Claire A. Hill joined the Law School faculty in 2006 after a year as a visiting professor. She teaches corporate law, mergers and acquisitions, contracts, and a seminar in law and economics. She is the founding director of the Law School’s Institute for Law and Rationality, and the associate director of its Institute for Law and Economics. She is also an affiliated faculty member of the University’s Center for Cognitive Sciences.

Professor Hill received her B.A. and M.A. in philosophy from the University of Chicago, her J.D., summa cum laude, from American University, Washington College of Law, and an LL.M and J.S.D. from Columbia University School of Law, where she was an Olin Fellow.

Before becoming a law professor, she practiced corporate law at several law firms including Milbank, Tweed, Hadley & McCloy in New York and Dickstein Shapiro in Washington D.C. She has taught at the law schools of Boston University, George Mason University, Northwestern University, Georgetown University (where she was a Sloan Visiting Professor), and Chicago-Kent (where she was a Freehling Scholar). At the Law School she was the 2007-08 Julius E. Davis Professor, 2008-09 Vance K. Opperman Research Scholar, and 2009-11 Solly Robins Distinguished Research Fellow before being appointed the James L. Krusemark Chair in Law in 2011.

Professor Hill's research interests include corporate governance, capital structure, structured finance, rating agencies, secured debt, contract theory, law and language, and behavioral economics. She has published numerous articles on these and other topics; her articles have appeared in law reviews as well as journals in finance and psychology. Her work also has been featured on various business blogs. Securities Law Review, an annual edited volume of noteworthy scholarship in the field, included her articles in its 1998, 2005, and 2011 volumes, and the Queen’s Law Journal gave her its 2007 David Watson Memorial Award for significant contributions to legal scholarship for "The Law and Economics of Identity." She has been interviewed on television and radio programs on the subject of rating agencies.






  • Better Bankers, Better Banks: Promoting Good Business through Contractual Commitment (University of Chicago Press, forthcoming 2015) (with Richard W. Painter)

  • Law and Economics of Mergers and Acquisitions (Edward Elgar, 2013) (co-editor) (with Steven M. Davidoff)

  • Research Handbook on the Economics of Corporate Law (Edward Elgar, 2012) (co-editor) (with Brett McDonnell)

Book Chapters

  • International Financial Regulation: First, Do No Harm, in Festschrift zu Ehren von Christian Kirchner: Recht im okonomischen Kontext (Mohr Siebeck, 2014) (with Brett McDonnell)

  • What Mistakes Do Lawyers Make in Complex Business Contracts, And What Can and Should be Done About Them?: Some Preliminary Thoughts, in Revisiting the Contracts Scholarship of Stewart Macaulay: On the Empirical and the Lyrical (Jean Braucher, John Kidwell & William C. Whitford, eds., Hart Publishing, 2013)

  • Why Are Non-US Contracts Written in US Legalese? Some Preliminary Thoughts and a Research Agenda, in Law and Language (Michael Freeman & Fiona Smith, eds., Oxford University Press, 2013)

  • Fiduciary Duties: The Emerging Jurisprudence, in Research Handbook on the Economics of Corporate Law (Claire A. Hill & Brett H. McDonnell, eds., Edward Elgar, 2012) (with Brett McDonnell)

  • Introduction: The Evolution of the Economic Analysis of Corporate Law, in Research Handbook on the Economics of Corporate Law (Claire A. Hill & Brett H. McDonnell, eds., Edward Elgar, 2012) (with Brett McDonnell)

  • The Promise and Limits of Financial Engineering in Emerging Markets, in Financial Innovations and the Welfare of Nations: How Cross-Border Transfers of Financial Innovations Nurture Emerging Capital Markets (Laurent L. Jacque & Paul M. Vaaler, eds., Kluwer Academic Publishers, 2001)

Journal Articles

  • The Agency Cost Paradigm: The Good, the Bad, and the Ugly, 38 Seattle University Law Review 561 (2015) (with Brett McDonnell)

  • Limits of Disclosure, 36 Seattle University Law Review 599 (2013) (with Steven M. Davidoff)

  • Reconsidering Board Oversight Duties after the Financial Crisis, 2013 University of Illinois Law Review 859 (2013) (with Brett McDonnell)

  • Bankers Behaving Badly? The Limits of Regulatory Reform, 31 Review of Banking and Financial Law 675 (2012)

  • Of the Conditional Fee as a Response to Lawyers, Bankers and Loopholes, 1 American University Business Law Review 42 (2011-2012) (with Richard W. Painter)

  • Compromised Fiduciaries: Conflicts of Interest in Government and Business, 95 Minnesota Law Review 1637 (2011) (with Richard W. Painter)

  • Limits of Dodd-Frank's Rating Agency Reform, 15 Chapman Law Review 133 (2011); adapted version in 31 Banking & Financial Services Policy Report 13 (May 2012)

  • Sanitizing Interested Transactions, 36 Delaware Journal of Corporate Law 903 (2011) (with Brett McDonnell)

  • Why Didn't Subprime Investors Demand a (Much Larger) Lemons Premium?, 74 Law and Contemporary Problems 47 (2011)

  • Berle's Vision Beyond Shareholder Interests: Why Investment Bankers Should Have (Some) Personal Liability, 33 Seattle University Law Review 1173-1199 (2010) (with Richard W. Painter)

  • Concepts, Categories, and Compliance in the Regulatory State, 94 Minnesota Law Review 1151 (2010) (with Kristin Hickman)

  • Justification Norms Under Uncertainty: A Preliminary Inquiry, 17 Connecticut Insurance Law Journal 27 (2010)

  • What Cognitive Psychologists Should Find Interesting about Tax, 17 Psychonomic Bulletin & Review 180 (2010)

  • Who Were the Villains in the Subprime Crisis, and Why It Matters, 4 Entrepreneurial Business Law Journal 323 (2010) (Symposium on The Credit Crash of 2008: Regulation within Economic Crisis)

  • Why Did Rating Agencies Do Such a Bad Job Rating Subprime Securities?, 71 University of Pittsburgh Law Review 585 (2010) (Symposium on the Past, Present, and Future of the SEC)

  • Bargaining in the Shadow of the Lawsuit: A Social Norms Theory of Incomplete Contracts, 34 Delaware Journal of Corporate Law 191 (2009)

  • Executive Compensation and the Optimal Penumbra of Delaware Corporate Law, 4 Virginia Law & Business Review 333 (2009) (with Brett McDonnell)

  • Rationality in an Unjust World: A Research Agenda, 35 Queen's Law Journal 185 (2009) (Symposium on Emerging Paradigms of Rationality)

  • Why Did Anyone Listen to the Rating Agencies after Enron?, 4 Journal of Business & Technology Law 283 (2009)

  • Commentary: The Trajectory of Complex Business Contracting in Latin America, 83 Chicago-Kent Law Review 179 (2008) (Symposium on Law and Economic Development in Latin America: A Comparative Approach to Legal Reform)

  • Negative Dimensions of Identity: A Research Agenda for Law and Public Policy, 9 Minnesota Journal of Law, Science & Technology 643 (2008) (Symposium on Self and Other: Cognitive Perspectives on Trust, Empathy and the Self) (with Avner Ben-Ner)

  • Reducing the Negative Consequences of Identity: A Potential Role for the Nonprofit Sector in the Era of Globalization, 79 Annals of Public and Cooperative Economics 579 (2008) (with Avner Ben-Ner)

  • The Myth of Discovery, 9 Minnesota Journal of Law, Science & Technology 743 (2008) (Symposium on Self and Other: Cognitive Perspectives on Trust, Empathy and the Self)

  • The Rationality of Preference Construction (and the Irrationality of Rational Choice) 9 Minnesota Journal of Law, Science & Technology 689 (2008) (Symposium on Self and Other: Cognitive Perspectives on Trust, Empathy and the Self)

  • Disney, Good Faith, and Structural Bias, 32 Journal of Corporation Law 833 (2007) (with Brett McDonnell)

  • Stone v. Ritter and the Expanding Duty of Loyalty, 76 Fordham Law Review 1769 (2007), reprinted in Corporate Governance: Directors' Duties (K. Janardhanacharyulu, ed., Amicus Books, an imprint of Icfai University Press) (with Brett McDonnell)

  • Anti-Anti-Anti-Paternalism, 2 New York University Journal of Law & Liberty 444 (2007) (Symposium on Legal Paternalism)

  • Creating Failures in the Market for Tax Planning, 26 Virginia Tax Review 943 (2007) (with Philip A. Curry & Francesco Parisi)

  • Tax Lawyers are People Too, 26 Virginia Tax Review 1065 (2007) (commentary on Victor Fleischer, Options Backdating, Tax Shelters, and Corporate Culture, 26 Virginia Tax Review 1031 (2007)), reprinted in Monthly Digest of Tax Articles (2007)

  • The Law and Economics of Identity, 33 Queen's Law Journal 389 (2007)

  • A Cognitive Theory of Trust, 84 Washington University Law Review 1717 (2006) (with Erin Ann O'Hara)

  • Beyond Mistakes: The Next Wave of Behavioural Law and Economics, 29 Queen's Law Journal 563 (2004)

  • How Do German Contracts Do as Much with Fewer Words?, 79 Chicago-Kent Law Review 889 (2004); also published in Ordinary Language and Legal Language (Barbara Pozzo, ed., Giuffre, 2005) (conference papers presented at the 2003 Conference of Comparative Law and Language, co-sponsored by the Associazione italiana di diritto comparato, the American Society of Comparative Law, and Milan University Faculty of Law) (with Christopher King)

  • Law and Economics in the Personal Sphere, 29 Law & Social Inquiry 219 (2004) (reviewing Richard Posner, Sex and Reason (Harvard University Press, 1992), Eric Posner, Law and Social Norms (Harvard University Press, 2000), Robert Frank, Luxury Fever (Free Press, 1999) & Margaret Brinig, From Contract to Covenant (Harvard University Press, 2000)) (review essay)

  • Regulating the Rating Agencies, 82 Washington University Law Quarterly 43 (2004), reprinted in 36 Securities Law Review 313 (2005)

  • Rating Agencies Behaving Badly: The Case of Enron, 35 Connecticut Law Review 1145 (2003) (Symposium on Crisis in Confidence: Corporate Governance and Professional Ethics Post-Enron)

  • A Comment on Language and Norms in Complex Business Contracting, 77 Chicago-Kent Law Review 29 (2002) (Symposium: Theory Informs Business Practice) (symposium issue editor)

  • Comment on Adler & Triantis: The Aftermath of North LaSalle Street, 70 University of Cincinnati Law Review 1297 (2002) (Fifteenth Annual Corporate Law Symposium: Corporate Bankruptcy in the New Millennium)

  • Is Secured Debt Efficient?, 80 Texas Law Review 1117 (2002)

  • The Future of Synthetic Securitization: A Comment on Bell & Dawson, 12 Duke Journal of Comparative and International Law 563 (2002) (Symposium on International Securitization and Structured Finance)

  • Whole Business Securitization in Emerging Markets, 12 Duke Journal of Comparative and International Law 521 (2002) (Symposium on International Securitization and Structured Finance)

  • Why Contracts are Written in "Legalese," 77 Chicago-Kent Law Review 59 (2002) (Symposium: Theory Informs Business Practice) (symposium issue editor)

  • How Investors React to Political Risk, 8 Duke Journal of Comparative and International Law 283 (1998) (Symposium on International Issues in Cross-Border Securitization and Structured Finance)

  • Latin American Securitization: The Case of the Disappearing Political Risk, 38 Virginia Journal of International Law 293 (1998)

  • Securitization: A Financing Strategy for Emerging Markets, 11 Journal of Applied Corporate Finance 55 (1998)

  • Why Financial Appearances Might Matter: An Explanation for "Dirty Pooling" and Some Other Types of Financial Cosmetics, 22 Delaware Journal of Corporate Law 141 (1997), reprinted in 30 Securities Law Review 89 (1998)

  • Securitization: A Low-Cost Sweetener for Lemons, 74 Washington University Law Quarterly 1061 (1996), reprinted in part in Steven L. Schwarcz, Bruce A. Markell & Lissa L. Broome, Securitization, Structured Finance and Capital Markets (LexisNexis, 2004); adapted version in 10 Journal of Applied Corporate Finance 64 (Spring 1997), reprinted in The New Corporate Finance: Where Theory Meets Practice (Donald H. Chew, ed., Irwin/McGraw-Hill, 2d ed., 1999)

Documents and Reports

  • Collateral for IMF Loans, in Expert Papers (Allan H. Meltzer, chairman, International Financial Institution Advisory Commission, 2000)

Book Reviews

  • Book Review, 18:2 Canadian Journal of Law and Society 150 (2003) (reviewing Rebecca Johnson, Taxing Choices: The Intersection of Class, Gender, Parenthood and the Law (University of British Columbia Press, 2002))

  • Book Review, 6 UCLA Entertainment Law Review 137 (1998) (reviewing Tyler Cowen, In Praise of Commercial Culture (Harvard University Press, 1998))

Editorials, Commentary & Letters

  • Think Globally, Rate Locally, The European (July 22, 2011)

Other Publications

  • The Motivating Force of a Bonus Pool, and Other Objections, 108 Northwestern University Law Review Online 271 (Apr. 24, 2014)

  • Introduction to the Symposium: Self and Other: Cognitive Perspectives on Trust, Empathy and the Self, 9 Minnesota Journal of Law, Science & Technology 637 (2008)

  • Introduction, 77 Chicago-Kent Law Review 3 (2002) (Symposium: Theory Informs Business Practice) (symposium issue editor)