Merritt B. Fox

Michael E. Patterson Professor of Law, NASDAQ Professor for Law and Economics of Capital Markets

Office: 435 West 116th Street
Room 845
New York NY 10027
Tel: 212.854.9766
Fax: 212.854.7946
Email: mfox1@law.columbia.edu

Assistant Info

Name: Laura Miller (contact Prof. Fox directly to schedule appointments)
Phone: 212-854-0617
Email: lmiller@law.columbia.edu
Courses/Current Research
  • Corporate and securities law
  • Law and economics
  • International finance

Education

  • Yale, Ph.D., 1980
  • Yale, J.D., 1971
  • Yale, B.A., 1968


Media Contact:

Detailed Biography:

Merritt B. Fox is Michael E. Patterson Professor of Law at Columbia Law School, the NASDAQ Professor for the Law and Economics of Capital Markets, a Co-Director of the Center for Law and Economic Studies, and a Co-Director of the Program in the Law and Economics of Capital Markets. He is a graduate of Yale College (B.A. 1968) and Yale Law School (J.D. 1971). He also received a Ph.D. in economics from Yale University (1980).

Prof. Fox's belief that law is importantly informed by the social sciences led him to pursue a Ph.D. in economics at Yale (where he also obtained his J.D.) in 1980 as a way of more deeply understanding his chosen field. Prior to entering teaching, he practiced law with Cleary, Gottlieb, Steen & Hamilton, an experience which continues to inform his teaching and scholarly work. One of his areas of practice was international lending to Latin America, which led him to spend time in Brazil.

"At the time, banks were awash with cash derived from oil country depositors after the dramatic OPEC-induced increase in petroleum prices," says Prof. Fox. "Many thought this was a good new way of financing the capital needs of developing countries. It wasn't. Among other problems, the rigid hard currency repayment requirements of Eurodollar loans were not a good match for the fluctuating export revenues experienced by these countries."

Prof. Fox uses such experience to help students understand the variety of considerations that go into designing workable vehicles for the international transfer of capital.

His academic interests are in the areas of corporate and securities law, law and economics, and international securities regulation and comparative corporate law. Professor Fox's recent articles have appeared in theDuke Law Review,Business Lawyer,Stanford Law Review, Columbia Law Review, Washington University Law Quarterly, New York University Law Review, Virginia Law Review, University of Wisconsin Law Review and the Michigan Law Review. He is also the author of Finance and Industrial Performance in a Dynamic Economy (1987) and The Signature of Power: Buildings, Communication and Policy (with H. Lasswell, 1979).

Professor Fox practiced law with the New York City firm of Cleary, Gottlieb, Steen & Hamilton and taught at Yale University, Fordham Law School, and Indiana University Law School in Bloomington before joining the University of Michigan law faculty in 1988. He joined the Columbia Law School faculty in 2003. He is a member of the Council on Foreign Relations and past chair of the Business Associations section of the American Law Schools Association. He teaches International Securities Regulation, Securities Regulation, Corporate Finance, and Capital Markets Regulation at Columbia Law School.

PUBLICATIONS

The New Stock Market: Sense and Nonsense, 65 Duke L. J. [ ] (forthcoming 2015) (with Lawrence R. Glosten and Gabriel Rauterberg) (available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2580002)

Economic Crises and the Integration of Law and Finance: The Impact of Volatility Spikes, 116 Colum. L. Rev. [ ] (forthcoming 2015) (with Edward G. Fox and Ronald J. Gilson) (available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2401712)

Halliburton II: What It is All About, 1, 135-142, Journal of Financial Regulation (2015) Oxford University Press (available at: http://jfr.oxfordjournals.org/content/jfr/1/1/135.full.pdf )

Halliburton II: It All Depends on What Defendants Need to Show to Establish No Impact on Price, 70 The Business Lawyer [ ] (Forthcoming in Spring 2015 issuer)

Ongoing Issues in Russian Corporate Governance, 52 Colum. J. Transnat'l Law 435 (2014) (available at: http://jtl.columbia.edu/wp-content/uploads/sites/4/2014/05/52ColumJTransnatlL435_Ongoing-Issues-in-Russian-Corporate-Governance.pdf)

Securities Class Actions Against Foreign Issuers, 64 Stan. L. Rev. 1173 (2012) (available at: http://www.stanfordlawreview.org/sites/default/files/Fox-64-Stan-L-Rev-1173.pdf )

Promoting Innovation: The Law of Publicly Traded Corporations, 5 Capitalism and Society 1 (2010, Issue 3) (available at: http://www.degruyter.com/view/j/cas.2010.5.3/cas.2010.5.3.1078/cas.2010.5.3.1078.xml?format=INT )

Short Selling and the News: A Preliminary Report on an Empirical Study , 54 N.Y.L.S. Rev. 645 (2010) (with Lawrence Glosten and Paul Tetlock) (available at: http://www.nylslawreview.com/wp-content/uploads/sites/16/2013/11/54-3.Fox-Glosten-Tetlock.pdf )

Civil Liability and Mandatory Disclosure , 109 Colum. L. Rev. 237 (2009) (available at: http://columbialawreview.org/civil-liability-and-mandatory-disclosure/ )

Why Civil Liability for Disclosure Violations When Issuers do not Trade , 2009 Wisconsin L. Rev. 299 (2009) (available at: http://www.ilep.info/pdf/wisconsin_law_review/vol2009_2/4_-_fox.pdf)

Regulation and the Competitiveness of U.S. Securities Markets in Sesquicentennial Essays of the Faculty of Columbia Law School (2008)

Gatekeeper Failures: Why Important, What to Do , 106 Mich. L. Rev. 1089 (2008)

Corporate Governance Lessons from Transitional Economies (Princeton University Press) (2006) (co-edited with Michael Heller).

What is Good Corporate Governance?, in Corporate Governance Lessons from Transition Economy Reforms, Merritt B. Fox and Michael Heller, eds. (Princeton University Press (2006).

The Unexplored Role of Initial Conditions , in Corporate Governance Lessons from Transition Economy Reforms, Merritt B. Fox and Michael Heller, eds. (Princeton University Press (2006).

After Dura: Causation in Fraud-on-the-Market Actions , 31 J. Corp Law 829 (2006).

Comment on Russian Corporate Governance Today, 1 Corporate Governance in Russia and Transitional Economies [http://www.cgc.hse.ru/ejournal2.htm] (2006) http://www.cgc.hse.ru/ejournal2.htm,.

Understanding Dura, 60 Bus. Law. 1547 (2005).

Demystifying Causation in Fraud-on-the-Market Actions, 60 Bus. Law. 507 (2005).

Corporate and Securities Law Conditions in the Acquis Communautaire: A Comment on Pistor and Berglof and Pajuste in Law and Governance in an Enlarged European Union, George A. Bermann and Katharina Pistor, eds. Portland: Hart Publishing, 2004, pp. 377-389.


Measuring Share Price Accuracy , 1 Berkeley Bus. L. J. 113 (2004).

What's So Special About Multinational Enterprises: A Comment on Avi-Yonah , 42 Columbia J. Transnat'l L. 551 (2004).

Law, Share Price Accuracy and Economic Performance: The New Evidence (with Artyom Durnev, Randall Morck, Bernard Yeung), 102 Mich. L. Rev. 331 (2003).

Optimal Regulatory Areas for Securities Disclosure , 81 Wash. U.L.Q. 1017 (2003).

U.S. Perspectives on Global Securities Market Regulation: A Critical Review , 3 Eur. Bus. Org. Rev. 337 (2002).

Imposing Liability for Losses from Aggressive War: An Economic Analysis of the UNCC , 13 Eur. J. Int'l Law 201 (2002).

The Issuer Choice Debate , 2 Theoretical Inquiries in Law 563 (2001).

Regulation FD and Foreign Issuers: Globalization's Strains and Opportunities, 41 Va. J. Int'l. Law 653 (2001).

Company Registration and the Private Placement Exemption , 51 Case Western Reserve L. Rev. 455 (2001).

Ownership Structure and the Decision to Go Public: A Comment on Bebchuk and Zingales , in Concentrated Corporate Ownership, Randall Morck, ed. (NBER and University of Chicago Press (2000).

The Securities Globalization Disclosure Debate , 78 Wash. U. L. Q. 567 (2000).

Corporate Governance Lessons from Russian Enterprise Fiascoes , 75 N.Y.U. L.. Rev. 1720 (2000) (with Michael Heller).

Required Disclosure and Corporate Governance , 62 Law & Contemp. Prob. 113 (1999) (revised version of book article of same title).

Retaining Mandatory Securities Disclosure: Why Issuer Choice is Not Investor Empowerment , 85 Va. L. Rev. 1335 (1999).

The Political Economy of Statutory Reach: U.S. Disclosure Rules in a Globalizing Market for Securities , 97 Mich. L. Rev. 696 (1998).

Required Disclosure and Corporate Governance , in Klaus Hopt, Mark Roe & Eddy Wymeersch, eds. Comparative Corporate Governance: The State of the Art and Emerging Research 1998, Oxford University Press.


Securities Disclosure in a Globalizing Market: Who Should Regulate Whom? , 39 Corp. Prac. Commentator 565 (1998) (republication of 1997 article of same title).

Rethinking Disclosure Liability in the Modern Era , 75 Wash. U. L. Q. 903 (1997).

Securities Disclosure in a Globalizing Market: Who Should Regulate Whom? , 95 Mich. L. Rev. 2498 (1997).

The Legal Environment of International Finance: Thinking About Fundamentals , 17 Mich J. Int'l. L. 721 (1996).

Thinking to be Paid versus Being Paid to Think , 38 Law Quad Notes (Fall 1995) (abridged version of 1994 article of same title).

Insider Trading Deterrence versus Managerial Incentives: A Unified Theory of Section 16(b) , 92 Mich. L. Rev. 2088 (1994).

Thinking to be Paid versus Being Paid to Think, 19 J. Corp. Law 761 (1994).

Insider Trading in a Globalizing Market: Who Should Regulate What , 26 Securities Law Review 355 (1994). (reprint of 1992 article of same title).

Insider Trading in a Globalizing Securities Market: Who Should Regulate What , 55 Law and Contemp. Prob. 263 (1992).

Corporate Successors Under Strict Liability: A General Economic Theory and the Case of CERCLA 26 Wake Forest L. Rev. 183 (1991) (symposium issue on environmental law and the corporate entity).

The Role of the Market Model in Corporate Law Analysis: A Comment on Weiss and White , 76 Calif. L. Rev. 1015 (1988).

Finance and Industrial Performance in a Dynamic Economy: Theory, Practice and Policy (Columbia University Press, 1987) (455 pp.).

Shelf Registration, Integrated Disclosure, and Underwriter Due Diligence: An Economic Analysis , 70 Va. L. Rev. 1005-1034 (1984).

The Legal Environment For International Business , Business Law: Principles and Cases, Lusk, Hewitt, Donnell and Barnes, ed. (Richard D. Irwin, 6th edition, 1985) (revision of 1982 piece).

The Legal Environment For International Business , Business Law: Principles and Cases, Lusk, Hewitt, Donnell and Barnes, ed. (Richard D. Irwin, 5th edition, 1982).

The Signature of Power: Buildings, Communication and Policy (Transaction Books, 1979) (collaborator with Harold D. Lasswell).