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B.A., Amherst, 1966; LL.B., Yale, 1969; LL.M. (in taxation), New York University, 1976. 


Following graduation from law school, was a Reginald Heber Smith fellow for one year, doing poverty law litigation in New York City. 


Corporate lawyer with Cravath, Swaine & Moore, 1970-76. From 1976 until coming to Columbia in 1980, was a professor at Georgetown University Law Center. Visiting professor at Harvard Law School (2001), Stanford University Law School (1988), the University of Virginia Law School (1978), and the University of Michigan Law School (1979). 


Reporter for the American Bar Association for its Model Standards on Sentencing Alternatives and Procedures and for the American Law Institute's Principles of Corporate Governance. 


Member or former member, Economic Advisory Board to Nasdaq; National Academy of Sciences panel studying empirical research on sentencing; the National Research Council's Standing Committee on Law and Justice; the Advisory Panel on Environmental Sentencing Guidelines to the United States Sentencing Commission; Advisory Committee on the Capital Formation and Regulatory Processes; the Subcouncil on Capital Markets of the United States Competitiveness Policy Council; the Legal Advisory Board to the National Association of Securities Dealers (NASD); Legal Advisory Committee to the board of directors of the New York Stock Exchange. Former chairperson of the Section on Business Associations of the Association of American Law Schools. Fellow of the American Academy of Arts and Sciences; listed by the National Law Journal as one of "The 100 Most Influential Lawyers in the United States." 


Publications include Cases and Materials on Securities Regulation (with Seligman, 9th ed., 2003); Knights, Raiders and Targets: The Impact of the Hostile Takeover (with Lowenstein and Rose-Ackerman, 1988); Cases and Materials on Corporations (with Choper and Gilson, 6th ed., 2003); and Business Organization and Finance (with Klein, 8th ed., 2002). Principal interests are corporations, securities regulation, class actions, criminal law, and white-collar crime.

Research Interests

Corporations, Securities regulation, Class actions, Criminal law, White-collar crime

Working Papers



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