Dorothy S. Lund’s research and teaching focus on corporate law, corporate governance, securities regulation, contracts, and mergers and acquisitions. Several of her articles have been voted among the top 10 corporate and securities law articles of the year. Her work has been published in the Columbia Law Review, Journal of Corporation Law, Stanford Law Review, Texas Law Review, University of Chicago Law Review, University of Pennsylvania Law Review, and Yale Law Journal Forum, among other journals. She has also written for popular publications including The New York Times, The Atlantic, and The Wall Street Journal. She is the co-author of Corporations and Other Business Associations (with Charles R.T. O’Kelley and Robert B. Thompson, Aspen Publishing).
Before entering academia, Lund clerked for Chief Justice Leo E. Strine Jr. of the Delaware Supreme Court and Judge Joel M. Flaum of the U.S. Court of Appeals for the 7th Circuit. She also practiced corporate law at Sullivan & Cromwell in New York.
Lund joined Columbia Law School as professor of law on July 1, 2023. Prior to coming to the Law School, she was associate professor of law at University of Southern California Gould School of Law. Lund has also held visiting professorships at the University of Chicago Law School and the University of Pennsylvania Carey Law School.
This article describes a novel privatization dynamic in which asset managers have become regulators of last resort, adopting rules that bind corporate America on issues of great social importance. It describes these regulatory interventions in detail and offers a theory about the incentives that shape them. In so doing, it offers a more complete account of why asset managers intervene on certain issues (and not others) and discusses the benefits and costs of this dynamic.
Articles and Essays
- “In Search of Good Corporate Governance,” 131 YALE L. J. FORUM 854 (2022) (invited).
- “The Corporate Governance Machine” (with Elizabeth Pollman), 121 COLUM. L. REV. 2563 (2021).
- “Corporate Crime and Punishment: An Empirical Study” (with Natasha Sarin) 100 TEX. L. REV. 285 (2021).
- “Corporate Finance for Social Good,” 121 COLUM. L. REV. 1617 (2021).
- “Validation Capital” (with Alon Brav and Edward Rock), 99 TEX. L. REV. 1247 (2021) (invited).
- “A Mission Statement for Mutual Funds in Shareholder Litigation” (with Sean J. Griffith), 87 U. CHI. L. REV. 1149 (2020).
- “Conflicted Mutual Fund Voting in Corporate Law” (with Sean J. Griffith), 99 BOSTON U. L. REV. 1151 (2019) (invited).
- “Nonvoting Shares and Efficient Corporate Governance,” 71 STAN. L. REV. 687 (2019).
- “Sexual Harassment and Corporate Law” (with Daniel Hemel), 118 COLUM. L. REV. 1583 (2018).
- “The Case Against Passive Shareholder Voting,” 43 J. OF CORP. L. 101 (2018).
- “Lessons from SEC v. Citigroup: The Optimal Scope for Judicial Review of Agency Consent Decrees,” 64 MICH. ST. J. BUS. & SEC. L. 63 (2014).
- “Time to Amend the Delaware Takeover Law” (with Stephen M. Shapiro), 39 DEL. J. OF CORP. L. 77 (2014).
- “A Competition Act by India, for India: The First Three Years of Enforcement Under the New Competition Act,” INDIAN J. OF INT’L ECON. L. 59 (2013).
- “Federalizing Fiduciary Duty: The Altered Scope of Officer Fiduciary Duty Following Orderly Liquidation Under Dodd-Frank,” 17 STAN. J. L. BUS. & FIN. 224 (2012).
- “Kiobel and Corporate Immunity Under the Alien Tort Statute,” 52 HARV. INT’L L. J. 209 (2011) (online comment).
- “Constitutional Limits on Punitive Damages Awards: An Analysis of Supreme Court Precedent,” 10 ENGAGE L. J. 15 (2009).
- “Corporate Purpose” (with Elizabeth Pollman), Oxford Handbook of Corporate Law and Governance (Jeffrey N. Gordon and Wolf-Georg Ringe eds., Oxford University Press 2nd ed.)
- “Giant Asset Managers, the Big Three, and Index Investing” (with Adriana Z. Robertson), Board Shareholder Dialogue: Policy Debate, Legal Constraints and Best Practices (Luca Enriques and Giovanni Strampelli eds., Cambridge University Press, forthcoming)
- “Enlightened Shareholder Value, Stakeholderism, and the Quest for Managerial Accountability,” in Research Handbook On Corporate Purpose and Personhood (Elizabeth Pollman and Robert Thompson eds., Edward Elgar Publishing, 2021)
- “Passive Investing and Corporate Governance: A Law and Economics Analysis,” in Encyclopedia Of Corporate Law And Economics (Adam Badawi ed., 2nd edition, 2022)
- Corporations and Other Business Associations (9th ed., Wolters Kluwer, Boston, 2021) (with Charles O’Kelley and Robert Thompson)
Selected Popular Publications and Shorter Works
- “Toward a Fair and Sustainable Corporate Governance System,” 23 U. PENN. J. BUS. LAW.___(2022) (invited Festschrift essay honoring Leo Strine, Jr.)
- “Corporate Political Spending Is Bad Business: How to Minimize the Risks and Focus on What Counts,” (with Leo E. Strine, Jr.) Harvard Business Review (2022)
- “How Business Should Change After the Coronavirus Crisis,” New York Times Dealbook, April 10, 2020 (with Leo E. Strine, Jr.) (cover story)
- “Mutual Funds Should Use Litigation For Shareholders’ Benefit,” Law360, September 24, 2019 (with Sean Griffith)
- “The Case Against Passive Shareholder Voting,” FS Focus Magazine, August 2019
- “Delegating Portfolio Management to Index Creators: The Consequences for Corporate Governance,” 36 YALE J. ON REG.: NOTICE & COMMENT (July 2, 2019)
- “It May Not Matter What the Weinstein Company Knew,” The Atlantic, October 14, 2017 (with Daniel Hemel)
- “The Case for Nonvoting Stock,” The Wall Street Journal, September 5, 2017
- “Non-Voting Shares Response,” The Grumpy Economist, June 24, 2017 (with M. Todd Henderson)
- “Index Funds Are Great For Investors, Risky For Corporate Governance,” The Wall Street Journal, June 22, 2017 (with M. Todd Henderson)