I am a professor at UC Berkeley School of Law, a senior research fellow at the Halle Institute for Economic Research (IWH), and a research member of the European Corporate Governance Institute. My research focuses on corporate governance, entrepreneurial finance, social impact, and law & economics. I seek to understand what legal structures and incentive systems generate economic growth and social value. My work involves a combination of detailed institutional analysis and econometric methodology. The goal of my research is to provide analytical and theoretical insights that can inform public policy and corporate practice.
Selected Publications and Working Papers
The Rise of Anti-Activist Poison Pills, ECGI Finance Working Paper No. 869 (2023) (with T. Kirmse & M. Wittry); selected for the 2024 NBER Summer Institute on Corporae Finance
Poison pills have been increasingly used to curb stock acquisitions by hedge fund activists, even though the rationale for adopting them is the threat of "creeping control" or protecting tax assets
Pills have evolved to include lower trigger ownership thresholds, more provisions that aggregate the holdings of owners acting in concert, and provisions that treat synthetic positions as equity ownership
The threat of hedge fund activism, proxied by hedge funds' clicks on firms' SEC disclosure documents, predicts firms' adoptions of pills with anti-activist characteristics
Adoption of anti-activist pills is effective in reducing the likelihood of activists' intervention
Common Venture Capital Investors and Startup Growth, The Review of Financial Studies 37(2) (2024): 549-590 (with J. Grennan)
Within-industry VC investment and common directors serving on startup boards increased after the adoption of laws that permit liability waivers for investors that hold stakes in conflicting business opportunities
Despite the potential for rent-extraction, same-industry startups inside VC portfolios benefit by raising more capital, failing less, and exiting more successfully.
VC directors serving on other startup boards are the primary mechanism associated with positive outcomes, consistent with common VC investment facilitating informational exchanges in VC portfolios
Featured in Harvard Law School Forum on Corporate Governance and Financial Regulation
The Rise of Dual-Class Stock IPOs, Journal of Financial Economics 144(2) (2022): 122-153 (with D. Aggarwal, Y. Hochberg & L. Litov)
Dual-class firms have different types of controlling shareholders and wedges between voting and economic rights,
The increase in dual-class structures over time is driven by founder-controlled firms
The increase in founder control over time is due to greater availability of private capital and technological shocks that have reduced firms’ needs for external financing
Featured in Bloomberg’s Money Stuff, Financial Times, Columbia Blue Sky Blog, Oxford Business Law Blog, and JD Supra
Regulatory Competition and the Market for Corporate Law, American Economic Journal: Microeconomics 12(2) (2020): 60-98 (with L. Magnolfi)
Develops a structural model of heterogeneous firms' choices of corporate law under inertia
Larger firms prefer to incorporate in states that have fewer anti-takeover protections and liability protections
Counterfactual analysis shows that Delaware would lose market share if it adopted protectionist laws
Featured in Harvard Law School Forum on Corporate Governance and Financial Regulation