Eric Talley

Marc and Eva Stern Professor of Law and Business

Full-time Faculty

Education

J.D., Stanford University
Ph.D. (Economics), Stanford University
B.A. (Economics & Political Science), University of California, San Diego

Areas of Study

Areas of Specialty

Conducts Research (“R”); Teaches Semester-Long Course (“TS”); and Teaches Immersive Course (“TI”):
Corporate Law (R, TS, TI)
Contract and Commercial Law (R, TS)
Mergers and Acquisitions (R, TS, TI)
Corporate Finance (R, TS, TI)
Corporate Governance (R, TI)
Merger & Special Situation Arbitrage Trading (R, TS)
Law and Machine Learning / AI (R, TI)
Private Capital (R, TS)
Economic Analysis of Law (R, TS)

Eric Talley is an expert on the intersection of corporate law, governance, and finance. He additionally teaches and conducts research in the areas of mergers and acquisitions, quantitative methods, machine learning, contract and commercial law, alternative investments, game theory, and economic analysis of law.

As a co-director of the Ira M. Millstein Center for Global Markets and Corporate Ownership, Talley directs research and programs focused on the future of corporate governance and performance. Talley is a frequent commentator in the national media and speaks regularly to corporate boards, judges, and regulators on issues pertaining to fiduciary duties, governance, and finance. He also hosts the Columbia-based podcast, Beyond “Unprecedented”: The Post Pandemic Economy. Talley is a two-time recipient of the Law School’s Willis L.M. Reese Prize for Excellence in Teaching (2017 and 2022).

Before joining Columbia in 2015, Talley held tenured faculty appointments at the University of California, Berkeley (2006-15) and the University of Southern California (1995-2006). He has also held visiting appointments at Caltech, University of Chicago, European University Institute (EUI), Georgetown, Harvard, RAND Graduate School, and Stanford.

Talley is an elected member of the American Academy of Arts & Sciences, a research member of the European Corporate Governance Institute, and an Executive Committee member of the Columbia University Data Science Institute. He has served several terms as a director on the boards of the Society for Empirical Legal Studies and the American Law and Economics Association.

Publications

Corporate Finance and Law (Advanced Introduction Series), (Edward Elgar Publishing Ltd., under contract, forthcoming).
"Sticky Charters? The Surprisingly Tepid Embrace of Officer-Protecting Waivers In Delaware" (with Jens Frankenreiter), 15 Harvard Bus. L. Rev. (forthcoming 2025).
"Sex & Startups" (with Jens Frankenreiter and Talia Gillis), 42 Yale Journal on Regulation (forthcoming 2025).
"Validating Valuation: How Statistical Learning Can Cabin Expert Discretion in Valuation Disputes," Journal of Corporation Law (forthcoming 2025).
"Introducing a New Corpus of Definitive M&A Agreements, 2000-2020" (with Peter Adelson, Matthew Jennejohn and Julian Nyarko), 22 J. Empir. Leg. Stud. 130 (2024).
“Don’t Go Chasing Waterfalls: Fiduciary Duties in Venture Capital Backed Startups” (with Sarath Sanga), 53 Journal of Legal Studies 21 (2024) (featured on Harvard Law School’s Forum on Corporate Governance and Financial Regulation).
“Debt Textualism and Creditor-on-Creditor Violence: A Modest Plea to Keep the Faith” (with Sneha Pandya), 171 University of Pennsylvania Law Review 1975 (2023) (featured on the Legal Theory Blog and the Creditor Rights Coalition).
“Twitter v. Musk: Reflections on the 'Trial of the Century' That Wasn’t” (with Ann M. Lipton), Delaware Lawyer (fall 2022).
“The Price of Fairness” (with Christopher Buccafusco and Daniel Hemel), 84 Ohio St. Law Journal 389 (2023).
“Contractual Evolution” (with Matthew Jennejohn and Julian Nyarko), 89 University of Chicago Law Review 901 (2022) (featured on the Columbia Blue Sky Blog) (dataset download page: www.jennejohnnyarkotalley.com).
The Need for Engaged Governance During Existential Crises: The Case of Aerojet Rocketdyne, Columbia Blue Sky Blog (2022).
“Discharging the Discharge for Value Defense,” 18 NYU J. L. Bus. 147 (2021) (featured on Bloomberg’s “Money Stuff” by Matt Levine, The New York Times DealBook, and the Harvard Forum on Corporate Governance).
“Looking Back with a Legend: Ira Millstein Reflects on the Impact of Milton Friedman’s Views on Corporate Governance,” Business Lawyer (2021) (with Ira Millstein and Leo Strine).
“Cleaning Corporate Governance” (with Jens Frankenreiter, Cathy Hwang, and Yaron Nili), 170 University of Pennsylvania Law Review 1 (2021) (Corporate Practice Commentator, Top Ten Corporate and Securities Articles for 2022) (featured on Harvard Law School’s Forum on Corporate Governance and Financial Regulation).
“How the Litigious Bird Caught the (Banque) Worm” (with Sneha Pandya), Columbia Blue Sky Blog (February 2021).
“Racial Diversity and Corporate Governance: Assessing California’s New Board Diversity Mandate” (with Courtney Murray) (reprinted in California Business Law Reporter) (2020; 2021).
“Global Investor-Director Survey on Climate Risk Management” (with Bresnahan, Frankenreiter, Hinricks, Hodzik, L'Helias, Nyarko, and Pandya) (2020).
“Patently Risky: Framing, Innovation and Entrepreneurial Preferences” (with Elizabeth Hoffman, Matthew Spitzer, and David Schwartz), 34 Harv. J. of Law & Tech 192 (2020).
“Liability Design for Autonomous Vehicles and Human-Driven Vehicles: A Hierarchical Game-Theoretic Approach” 118 Transportation Research (Part C: Emerging Technologies) 1 (with Sharon Di and Xu Chen) (2020).
“Long-Term Bias” (with Michal Barzuza), Colum. Bus. L. Rev. (2020) (featured in The Wall Street Journal).
“A Computational Analysis of Constitutional Polarization” (with David Pozen and Julian Nyarko), 105 Cornell L. Rev. 1 (2019).
“Informed Trading and Cybersecurity Breaches” (with Joshua Mitts), Harv. Business L. Rev. (2019) (featured twice on Bloomberg here and here, and on Harvard Law School’s Forum on Corporate Governance and Financial Regulation).
“Could U.S. Tax Reform See Increased Offshore Investment?” IFC Economic Report (2018).
“Appraising the Merger Price Appraisal Rule” (with Albert Choi), J. Law Econ. & Org. (2018) (featured on Harvard’s Forum on Corporate Governance and Financial Regulation).
“Appraisal Arbitrage and Shareholder Value” (with Scott Callahan and Darius Palia), J. of Law, Finance & Accounting (2018) (featured on Columbia’s Blue Sky Blog).
“Is the Future of Law a Driverless Car? Assessing How the Data Analytics Revolution Will Transform Legal Practice,” Journal of Inst. & Th. Econ. (2018).
“Law and Corporate Governance” (with Robert Bartlett), The Handbook of the Economics of Corporate Governance, Vol. 1 (Hermalin & Weisbach eds., 2017) (featured on Columbia’s Blue Sky Blog).
“Contracting Out of the Fiduciary Duty of Loyalty: An Empirical Analysis of Corporate Opportunity Waivers,” (with Gabriel V. Rauterberg), Columbia Law Review (2017) (Corporate Practice Commentator, Top Ten Corporate and Securities Articles for 2017) (featured on Harvard’s Forum on Corporate Governance and Financial Regulation).
“Finance in the Courtroom: Appraising Its Growing Pains,” Delaware Lawyer (2017).
“Designing Corporate Bailouts,” (with Antonio Bernardo and Ivo Welch), Journal of Law & Economics (2016).
“Corporate Inversions and the Unbundling of Regulatory Competition,” Virginia Law Review (2015) (Corporate Practice Commentator, Top Ten Corporate and Securities Articles for 2016) (featured on Columbia’s Blue Sky Blog).
“On Experimentation and Real Options in Financial Regulation,” (with Matthew Spitzer), Journal of Legal Studies (2014).
“Who put the ‘lie’ in LIBOR (and who should take it out)? Civil LIBOR litigation in the US,” (with Samantha Strimling), Law and Financial Markets Review (2014).
“Social Entrepreneurship and Uncorporations,” (with Jesse Finfrock), Illinois Law Review (2014).
“Left, Right and Center: Strategic Information Acquisition and Diversity in Judicial Panels,” (with Matthew Spitzer), Journal of Law, Econ. & Org (2013).
“The Measure of a MAC: A Machine-Learning Protocol for Analyzing Force Majeure Clauses in M&A Agreements,” (with D. O’Kane), Journal of Inst. & Th. Econ. (2012).
“Law, Economics, and the Burden(s) of Proof,” in Research Handbook on the Economics of Torts (2012).
“On Uncertainty, Ambiguity, and Contractual Conditions,” Delaware Journal of Corporate Law (2009).
“Public Ownership, Firm Governance, and Litigation Risk,” University of Chicago Law Review (2009).
“Going Private Decisions and the Sarbanes Oxley Act of 2002: A Cross-Country Analysis,” (with Ehud Kamar and Pinar Karaca-Mandic), Journal of Law, Economics and Organization (2009) (Corporate Practice Commentator, Top 10 Corporate and Securities Articles for 2009).
“Experimental Law and Economics,” (with Jennifer Arlen), Edward Elgar Publishing Ltd. (2008).
“Experimental Study of Law” (with Colin Camerer) in Handbook of Law and Economics (2007).

Activities and Affiliations

Faculty Co-Director, Ira M. Millstein Center for Global Markets and Corporate Ownership
Elected Member, American Academy of Arts & Sciences
Elected Research Member, European Corporate Governance Institute
Host, Beyond “Unprecedented”: The Post-Pandemic Economy (podcast)
Executive Committee Member, Columbia Data Sciences Institute
Society for Empirical Legal Studies (Chair, 2017–2019; Immediate Past Board Chair, 2019–2022)
Board Member, American Law and Economics Association (Chair of Recruitment Committee and Chair of Recruitment Committee) 2005–2008; 2017–2019
Rosalinde and Arthur Gilbert Foundation Professor in Law, Business, and the Economy, University of California, Berkeley (Boalt Hall) School of Law, 2009–2015
Faculty Co-Director, Berkeley Center for Law, Business, and the Economy, 2006–2015
University of California, Berkeley, Campus Budget Committee, 2011–2014 (Chair, 2013–2014)
Senior Economist, RAND Corporation, 2004–2013
Ivadelle and Theodore Johnson Professorship in Law and Business, University of Southern California, 2004–2006

On Why We Teach

“Students are often told to be on the lookout for inspiring teachers. The opposite is true as well: We’re always on the lookout for inspiring students.”

—Acceptance speech on receiving the Willis L.M. Reese Prize for Excellence in Teaching from the Class of 2017

Eric Talley

Publications

Activities and Affiliations

On Why We Teach

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