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Michael L. Wachter

William B. and Mary Barb Johnson Professor of Law and Economics, Co-Director, Inst. for Law & Economics

Michael Wachter

Michael Wachter is a prominent cross-disciplinary scholar in the fields of law and economics, with his current research focusing on topics of corporate law, corporate finance, and labor law and economics.

Since 1970, when he joined the Penn faculty, he has held full professorships in three of Penn’s schools: Arts and Sciences, where he has been professor of economics since 1976; the Wharton School, where he was professor of management, 1980-92; and the Law School, where he became professor of law and economics in 1984. In that year he also took on the directorship of the Institute for Law and Economics. Under his leadership, ILE has grown to become a nationally recognized center at the intersection of law and business which brings together at roundtables and conferences eminent law and finance scholars, judges, lawyers, private equity and hedge fund managers, and general counsels of major public corporations to discuss cutting edge issues in corporate governance and corporate finance.

Wachter served as Deputy Provost of the University of Pennsylvania from July 1995 to January 1998, and as Interim Provost from January to December 1998. His current research focuses on corporate governance and topics in the intersection of corporate law and finance.

Articles and Book Chapters

Adolf Berle, E. Merrick Dodd and the New American Corporatism of 1932, in RESEARCH HANDBOOK ON THE HISTORY OF CORPORATE LAW (Harwell Wells ed., Edward Elgar 2018) (with William B. Bratton).

The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation, 42 J. CORP. L. 597 (2017) (with Lawrence A. Hamermesh).

Bankers and Chancellors, 93 TEX. L. REV. 1 (2014) (with William W. Bratton)

The Striking Success of the National Labor Relations Act, in THE RESEARCH HANDBOOK ON THE ECONOMICS OF LABOR AND EMPLOYMENT LAW (co-edited with Cynthia Estlund, Elgar, 2012).

Neoclassical Labor Economics: Its Implications for Labor and Employment Law, in THE RESEARCH HANDBOOK ON THE ECONOMICS OF LABOR AND EMPLOYMENT LAW (co-edited with Cynthia Estlund, Elgar, 2012).

The Political Economy of Fraud on the Market, 160 U. PA. L. REV. 69 (2011) (with William W. Bratton).

Tracking Berle’s Footsteps: The Trail of The Modern Corporation’s Last Chapter, 33 SEATTLE U. L. REV. 849 (2010) (with William W. Bratton).

The Case Against Shareholder Empowerment, 158 U. PA. L. REV. 653 (2010) (with William W. Bratton).

Rationalizing Appraisal Standards in Compulsory Buyouts, 50 B.C. L. REV. 1021 (2009) (with Lawrence A. Hamermesh).

Shareholder Primacy's Corporatist Origins: Adolf Berle and The Modern Corporation, 34 J. CORP. L. 99 (2008) (with William W. Bratton).

The Rise and Decline of Unions, 30 REG. 23 (2007).

The Short and Puzzling Life of the “Implicit Minority Discount”, 156 U. PA. L. REV. 1 (2007) (with Lawrence Hamermesh).

Labor Unions: A Corporatist Institution in a Competitive World, 155 U. PA. L. REV. 581 (2007).

The Fair Value of Cornfields in Delaware Appraisal Law, 31 J. CORP. L. 119 (2005) (with Lawrence Hamermesh).

Theories of the Employment Relationship: Choosing Between Norms and Contracts, in THEORETICAL PERSPECTIVES ON WORK AND THE EMPLOYMENT RELATIONSHIP (B.E. Kaufman, ed., Champaign: IRRA, 2004).

Corporate Policy and the Coherence of Delaware Takeover Law, 152 U. PA. L. REV. 523 (2003) (with Richard E. Kihlstrom).

Judging Unions' Future Using a Historical Perspective: The Public Policy Choice Between Competition and Unionization, 2 J. LAB. RES. 339 (2003).

Corporate Control Transactions, 152 U. PA. L. REV. 463 (2003) (with Edward B. Rock).

Takeover Defense When Financial Markets Are (Only) Relatively Efficient, presented at the ILE Corporate Governance Roundtable, April 2002 and the Preferences and Rationale Choice Symposium, March 2002.

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

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

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

Waiting for the Omelet to Set: Match-Specific Assets and Minority Oppression in the Close Corporation, in CONCENTRATED CORPORATE OWNERSHIP, (Randall Morck ed., NBER/Univ. of Chicago 2000), also published in 24 J. Corp. L. 913 (1999) and 42 CORP. PRACT. COMMENTATOR 1 (2000) (with Edward B. Rock).

Tailored Claims and Governance: The Fit Between Employees and Shareholders, EMPLOYEES & CORPORATE GOVERNANCE (Margaret Blair & Mark J. Roe eds., Brookings Institution 1999) (with Edward B. Rock).

The Enforceability of Norms and the Employment Relationship, 144 U. PA. L. REV. 1913 (1996) (with Edward B. Rock).

More publications can be found here.

Working Papers

Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies, BUS. LAW. (forthcoming, 2018) (with Lawrence A. Hamermesh). (forthcoming 2018)
[View Document]

Why Defer to Managers? A Strong-Form Efficiency Model. (with Richard Kihlstrom) ILE Working Paper 05-19 (2005).
[View Document]

Research Areas

  • Corporate Law
  • Corporate Finance
  • Labor Law
  • Law and Economics


Penn Law - William B. and Mary Barb Johnson Professor of Law & Economics (1993- ); Professor of Management (1984-93)

U.S. Postal Service - Consultant (1980- )

Penn - Interim Provost (1998); Deputy Provost (1995-98); Faculty Assistant to the President (1975-79)

Commissioner, Minimum Wage Study Commission, Congressional Commission - established by Public Law 95-151, 95th Congress (1978-81)


  • Corporate Law
  • Corporate Finance
  • Corporate Theory Seminar

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