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Edward B. Rock L'83

Saul A. Fox Distinguished Professor of Business Law

Edward Rock

In September 2012, Edward Rock was appointed Senior Advisor to the President and Provost and Director of Open Course Initiatives.  In this role, Professor Rock is responsible for the University's partnership with Coursera. Continue reading… In September 2012, Edward Rock was appointed Senior Advisor to the President and Provost and Director of Open Course Initiatives.  In this role, Professor Rock is responsible for the University's partnership with Coursera.  As an academic, Edward Rock writes widely on corporate law and corporate governance. In recent years, working with Marcel Kahan at NYU, he has written a series of award-winning articles on hedge funds, corporate voting, proxy access, corporate federalism and mergers and acquisitions. Currently, he is working on the implications for corporate law of substantially controlling the classic shareholder – manager “agency costs” through changes in market and firm practices.

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Expertise

  • Corporations
  • Mergers and Acquisitions
  • Securities Regulation
  • Antitrust

Books

THE ANATOMY OF CORPORATE LAW: A COMPARATIVE AND FUNCTIONAL APPROACH (2d ed. Oxford 2009) (1st ed., 2004) (with REINIER KRAAKMAN, ET AL.).
[Available Here]

Articles and Book Chapters

Adapting to the New Shareholder-Centric Reality, 161 U. PA. L. REV. 1607 (2013).

Shareholder Eugenics in the Public Corporation, 97 CORNELL L. REV. 849 (2012).

The Insignificance of Proxy Access, 97 VA. L. REV. 1347 (2011) (with Marcel Kahan).

When the Government is the Controlling Shareholder, 89 TEX. L. REV. 1293 (2011) (with Marcel Kahan).

When the Government is the Controlling Shareholder: Implications for Delaware, 35 DEL. J. CORP. L. 409 (2010) (with Marcel Kahan).

Embattled CEOs, 88 TEX. L. REV. 987 (2010), reprinted in 52 CORP. PRAC. COMMENTATOR 561 (2010) (with Marcel Kahan).

The General Counsel of a Nonprofit Enterprise: Some Questions, 46 HOUS. L. REV. 17 (2009)

How to Prevent Hard Cases from Making Bad Law: Bear Stearns, Delaware and the Strategic Use of Comity, 58 EMORY L.J. 713 (2009) (with Marcel Kahan).

Hedge Fund Activism in the Enforcement of Bond Covenants, 103 NW. U. L. REV. 281 (2009) (with Marcel Kahan).

On Improving Shareholder Voting, in RATIONALITY IN COMPANY LAW: ESSAYS IN HONOUR OF DD PRENTICE (Jennifer Payne and John Armour eds., Hart Publishing, 2009) (with Marcel Kahan).
[Available Here]

The Hanging Chads of Corporate Voting, 96 GEO. L. J. 1227 (2008) (with Marcel Kahan).

Corporate Taxation and International Charter Competition, 106 MICH. L. REV. 1229 (2008) (with Mitchell Kane).

Hedge Funds in Corporate Governance and Corporate Control, 155 U. PA. L. REV. 1021 (2007) (with Marcel Kahan) (winner of the 2007 De Brauw Prize for the best 2006 paper in the ECGI Law Working Paper series).

Corporate Flight, 36 MISHPATIM 161 (2006) (in Hebrew).

The Corporate Form as a Solution to a Discursive Dilemma, 162 J. INST. & THEOR. ECON. 57 (2006).

Symbiotic Federalism and the Structure of Corporate Law, 58 VAND. L. REV. 1573 (2005) (with Marcel Kahan).

A New Player in the Boardroom: The Emergence of the Independent Directors’ Counsel, 59 BUS. LAW. 1389 (2004) (with Geoffrey C. Hazard).

Corporate Control Transactions, 152 U. PA. L. REV. 463 (2003) (with Michael L. Wachter).

Corporate Constitutionalism: Antitakeover Charter Provisions as Precommitment, 152 U. PA. L. REV. 473 (2003) (with Marcel Kahan).

Dangerous Liaisons: Corporate Law, Trust Law, and Interdoctrinal Legal Transplants, 96 NW. U. L. REV. 651 (2002) (with Michael L. Wachter).

Meeting by Signals, Playing by Norms: Complementary Accounts of Nonlegal Cooperation in Institutions, 36 U. RICH. L. REV. 423 (2002) (with Michael L. Wachter).

How I Learned to Stop Worrying and Love the Pill: Adaptive Responses to Takeover Law, 69 U. CHI. L. REV. 871 (2002) (with Marcel Kahan).

Norms & Corporate Law, 149 U. PA. L. REV. 1607 (2001).

Islands of Conscious Power: Law, Norms and the Self-Governing Corporation , 149 U. PA. L. REV. 1619 (2001) also published in 44 CORP. PRAC. COMMENTATOR 115 (2002) (with Michael Wachter).

More publications can be found here.

Working Papers

Symbolic Corporate Governance Politics (January 22, 2014). U of Penn, Inst for Law & Econ Research Paper No. 14-6 (with Marcel Kahan) (forthcoming)
[View Document/Abstract]

Taking Politics as Markets (Too) Seriously (with Nate Persily) (forthcoming)

Research Areas

  • Corporations
  • Corporate Governance
  • Securities Regulation
  • Antitrust
  • Labor Law

Positions

Penn Law - Saul A. Fox Distinguished Professor of Business Law (2001- ); Associate Dean (2006-08); Professor (1993-2001); Assistant Professor (1989-93)

Visiting Professor - Fulbright Scholar and Visiting Professor of Law, The Hebrew University of Jerusalem, Israel; Columbia Law School; NYU Law School; International Banking and Capital Markets Law, Institut fur Arbeits-Wirtschafts und Zivil Recht, Johann Wolfgang Goethe - Universität, Germany

Institute for Law and Economics, Penn - Co-Director (1998-2010)

The Wharton School, Penn - Professor of Business and Public Policy (2001- )

Courses

  • Corporations
  • Mergers & Acquisitions
  • Regulation of Financial Institutions
  • Corporate Governance

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