Books
Getting the Government We Deserve: How Ethics Reform Can Make a Difference, Oxford University Press (forthcoming 2008).
Securities Litigation and Enforcement: Cases and Materials (with Professors Donna Nagy & Margaret Sachs) (2003) and Teacher's Manual (2003), 2nd ed., 2007.
Securities Litigation and Enforcement: Cases and Materials (with Professors Donna Nagy & Margaret Sachs) (2003) and Teacher's Manual (2003).
Articles, Essays and Book Reviews
Ethics and Corruption in Business and Government: Lessons from the South Sea Bubble and the Bank of the United States (published by the University of Chicago Law School) (2006 Maurice and Muriel Fulton Lecture in Legal History).
Regulatory Competition in EU Corporate Law after Inspire Art: Unbundling Delaware's Product for Europe, 2 European Co. & Financial L. Rev. 159 (with Dr. Christian Kirchner & Dr.Wulf Kaal) (2005).
Free the Lawyers: A Modest Proposal to Allow Restrictions on Future Law Practice in Settlement Agreements, 18 Georgetown J. Legal Ethics 1 (with Stephen Gillers) (2005).
Standing Up to Wall Street, 101 Mich. L. Rev. 1512 (book review) (2003) (reviewing Arthur Levitt, Take on the Street (2002)).
The New German Corporate Takeover Law: Comparison with Delaware and Recommendations for Reform, 50 Amer. J. Comp. L. 201-226 (with Christian Kirchner) (2002).
Rules Lawyers Play By, 76 N.Y.U. L. Rev. 665-749 (June 2001).
A European Modified Business Judgment Rule for Takeover Law, 2 European Bus. Org. L. Rev. 353-400 (Asser Institute-Max Planck Institute) (with Christian Kirchner) (2000).
Open Chambers?, 97 Mich. L. Rev. 1430-71 (book review) (1999) (reviewing Edward Lazarus, Closed Chambers (1998)).
Responding to a False Alarm: Federal Preemption of State Securities Fraud Causes of Action, 84 Cornell L. Rev. 1-108 (1998).
Don't Ask, Just Tell: Insider Trading after United States v. O'Hagan, 84 Vir. L. Rev. 153-229 (1998) (with Kimberly D. Krawiec and Cynthia A.Williams).
Toward A Market for Lawyer Disclosure Services: In Search of Optimal Whistleblowing Rules, 63 George Washington L. Rev.W 221-296 (1995).
The Moral Interdependence of Corporate Lawyers and Their Clients, 67 S. Calif. L. Rev. 507-584 (1994), reprinted in 36 Corp. Practice Commentator 755-834 (1995).
Symposium Articles and Comments
The Impact of Recent Developments in Securities Law and Ethics Rules on Tax Lawyers and Tax Directors, March, 2005 in TAXES (CCH) (University of Chicago Tax Conference papers)
Ethics in the Age of Un-incorporation: A Return to Ambiguity of Pre-incorporation or an Opportunity to Contract for Clarity, 2005 Illinois Law Review 49 (2005) (Symposium on Un-incorporation)
Convergence and Competition in Rules Governing Lawyers and Auditors, 29 Journal of Corporation Law 1 (2004) (Symposium on Evaluation and Response to Risk in Law and Accounting in the U.S.. and E.U.)
The Dubious History and Psychology of Clubs as Self Regulatory Organizations in American Academy of Arts and Sciences Occasional Paper Series, Corporate Governance Symposium; republished in Jay Lorsch, Leslie Berkowitz and Andy Zelleke, Restoring Trust in America's Business (MIT Press 2004)
Commentary on Brudney and Ferrell, 69 University of Chicago Law Review 1219-1229 (2002) (commenting on article by Victor Brudney and Allen Ferrell on corporate charity)
Contracting Around Conflicts in a Family Business: Louis Brandeis and the Warren Trust, 9 University of Chicago Law School Roundtable 1-26 (2001)
Afterword: Jurisdictional Competition as Federalism's Answer to the Multidisciplinary Practice Debate, 36 Wake Forest Law Review 185-91 (2001) (March 2001 Symposium on Multidisciplinary Practice)
Irrationality and Cognitive Bias at a Closing, in Arthur Solmssen's The Comfort Letter, 69 Fordham Law Review 101-26 (2000) (Annual Ethics Symposium), reprinted in Securities Law Review (2002)
Lawyers' Rules, Auditors' Rules and the Psychology of Concealment, 84 Minnesota Law Review 1399-1437 (June 2000) (February 2000 Symposium on Multidisciplinary Practice)
Advance Waiver of Conflicts, 8 Georgetown Journal of Legal Ethics 289-329 (Winter 2000) (1999 Symposium on the Ethics of Business Lawyering)
Professional Responsibility Rules as Implied Contract Terms, 34 Georgia Law Review 953-71 (Fall 1999 Symposium on Business Law)
Insider Trading Thirty Years Later, 50 Case Western Law Review 305-11 (1999) (responding to essay by Professor Jon Macey in Symposium on the Legacy of Henry Manne)
Second Opinions in Litigation, 84 Virginia Law Review 1411-37 (1998) (co-author with Michael Klausner and Geoffrey Miller) (presented at February 1998 Olin Foundation Symposium on Law and Economics of Lawyering)
Lawyer Disclosure of Corporate Fraud: Establishing a Firm Foundation, 1996 SMU Law Review 101-157 (co-author with Jennifer E. Duggan) (Symposium on Securities Regulation) (presented at the May 1996 meeting of the American Law and Economics Association at the University of Chicago) (proposing at pages 261-63 legislative provisions resembling Section 307 of the Sarbanes-Oxley Act of 2002)
Disclosure of Environmental Legal Proceedings Under the Securities Laws: A Potential Step Backward, 11 J. Envtl. Law and Litigation 101-126 (1996 Symposium on Business and the Environment)
Game Theoretic and Contractarian Paradigms in the Uneasy Relationship Between Regulators and Regulatory Lawyers, 65 Fordham Law Review 601-653 (AALS Professional Responsibility Section Symposium; presented at the January 1996 AALS annual meeting in San Antonio, Texas) (see Ian Ayres, Response to Painter, 65 Fordham Law Review 654 (1996))
Contractarian and Cultural Perspectives on Value Creation by Business Lawyers, 74 Oregon Law Review 327-339 (1995) (comment on papers presented at November 1994 Symposium on Business Lawyering and Value Creation for Clients)
Litigating on a Contingency: A Monopoly of Champions or a Market for Champerty?, 70 Chicago-Kent Law Review 625-697 (1995) (Symposium on Fee Shifting)
Other Publications
Mutual Funds: Fair Disclosure, Fair Regulation, New York Law Journal, December 18, 2003 at 2
Congress Tells Corporate Lawyers to Tell Directors About Fraud, The Wall Street Lawyer, August 2002 at 6 (discussing Section 307 of the Sarbanes-Oxley Act of 2002).
Our Security Markets Should Be Secure, Washington Post, September 25, 2001, at A23 (op-ed) (proposing alternative trading floors and other measures to protect stock exchanges from terrorist attack)
Don't Disadvantage Europe: The European Parliament made the right call in rejecting the strict neutrality rule, Wall Street Journal Europe, July 19, 2001, at 9 (op-ed) (criticizing proposed EU corporate takeover directive that was rejected by the EU Parliament).
New Insider Trading Rules Attempt to Clarify SEC's Approach, 15 Corporate Counsel Weekly 42, 8 (BNA, November 2000) (with Kimberly D. Krawiec)
The New American Rule: A First Amendment to the Client's Bill of Rights, 2000 Civil Justice Report 1 (Manhattan Institute 2000)
Proposal to Amend Model Rule 1.13 (Organization as Client) (testimony before the ABA Ethics 2000 Commission, May 1998) reprinted in The Professional Lawyer, Spring 1998 at 10 (ABA) (rejected by the ABA but later incorporated in substantial part into Section 307 of the Sarbanes-Oxley Act of 2002)
Proposal to Amend the Model Rules to Provide for Advance Consent to Conflicts (testimony before Ethics 2000 Commission, June 1999) reprinted in The Professional Lawyer, Winter 1999 at 26 (ABA).
A Law Clerk Betrays the Supreme Court, Wall Street Journal, April 13, 1998, at A23 (op-ed) (critical of former Supreme Court clerk's use of confidential materials to write a book on the Court)
SEC Discipline of Lawyers: In Search of a Firm Foundation, 1997 The Professional Lawyer 97-105 (ABA) (symposium issue) (coauthor with Jennifer E. Duggan)
Brief Amici Curiae of Law Professors and Counsel in Support of Respondent in U.S. v. James Herman O'Hagan, 117 S. Ct. 2199 (1997) (urging the Supreme Court to reject the misappropriation theory of insider trading) (counsel of record and co-author with Kimberly D. Krawiec and Cynthia A. Williams)
If This Is Mail Fraud, Then Most Lawyers Are Guilty, Wall Street Journal, May 4, 1994, at A15 (op-ed) (cited in the Wall Street Journal's lead editorial of June 23, 1994) (critical of mail fraud conviction in United States v. Armand D'Amato (E.D.N.Y 1993), rev'd 39 F.3d 1249 (2d Cir. 1994))
Discipline of Law Firms, Report of the Committee on Professional Responsibility, 48 The Record of the Association of the Bar of the City of New York 628 (1993); reprinted in Lawyer and Accountant Liability and Responsibility (ALI-ABA 1993) (co-author with Karen B. Burrows) (New York in 1996 became the first state in the United States to provide for discipline of law firms when the Appellate Division adopted rules essentially identical to several of the rules suggested in this Report)
The Attorney's Duties to Report the Misconduct of Other Attorneys and to Report Fraud on a Tribunal, Report of the Committee on Professional Responsibility, 47 The Record of the Association of the Bar of the City of New York 905 (1992) (co-author with Sandra E. Nickel)