Professor Gabriel V. Rauterberg smiling

Gabriel Rauterberg

  • Professor of Law
Education

J.D., Yale Law School, 2009
B.A., University of Toronto, 2006

Areas of Specialty

Corporate Law
Contract and Commercial Law
Corporate Governance 
Law and Machine Learning/AI
Private Capital 

Gabriel Rauterberg teaches and writes about corporate governance, securities regulation, investment funds, contract law, and financial institutions. His current research projects explore how the two defining developments of modern finance—the growth of private markets and the growth of investment funds—interact. Rauterberg studies the explosive growth of asset management in private markets and the consequences of investment funds’ increasingly dominant role in the financial system, including the need to rethink the fundamentals of how we regulate asset management. Rauterberg is also interested in the history of contract and corporate law, including the East India Company’s standard form contracting practices and medieval corporate law. He is interested in using AI to study how securities law will evolve as well as to make historical texts more broadly accessible and analyzable. 

Rauterberg’s articles have been voted among the top 10 corporate and securities law articles of the year. His work has been published in the Columbia Law ReviewHarvard Law ReviewMichigan Law ReviewStanford Law ReviewColumbia Business Law Review, and Yale Journal on Regulation, among other journals. His research has been cited by leading corporate law courts, including the Delaware Supreme Court and Delaware Chancery Court, as well as the Securities and Exchange Commission. He is the co-author of three books: The New Stock Market: Law, Economics, and Policy (with Columbia Law Professor Merritt B. Fox and Lawrence R. Glosten); Contracts: Law, Theory, and Practice (with Daniel Markovits); and Corporations in 100 Pages (with Holger Spamann and Scott Hirst).

Rauterberg joined the Columbia Law School faculty as a professor of law on July 1, 2026. Previously, he was a professor of law at the University of Michigan Law School. He launched his academic career as a fellow at Columbia’s Program in the Law and Economics of Capital Markets. Before academia, he was an associate in New York for Cooley and for Skadden, Arps, Slate, Meagher & Flom, where he represented institutions and individuals in a variety of complex civil disputes ranging from class action securities fraud suits to breach of contract and fiduciary duty claims. He has provided expert or consulting advice on a number of complex litigation matters involving securities law, corporate governance, and contract law, and he conducts annual trainings for international securities regulators.

Publications

Books

Articles and Other Publications

  • Shadow Banking and Securities Law, STANFORD LAW REVIEW (2025) (with Jeffery Zhang).
  • Altering Rules: The New Frontier for Corporate Governance, YALE JOURNAL ON REGULATION (2025) (with Sarath Sanga).
  • The Hidden Monetary State, ARIZONA LAW REVIEW (2024) (with Joshua Younger).
  • Learning to Manipulate a Financial Benchmark, 4th ACM International Conference on AI in Finance (2024) (with Megan Shearer and Michael Wellman).
  • Is Corporate Law Nonpartisan?, 2023 WISCONSIN LAW REVIEW 177 (with Ofer Eldar). Cited in McRitchie v. Zuckerberg, 315 A.3d 518, 573 (Del. Ch. 2024).
  • The Separation of Voting and Control: The Role of Contract in Corporate Governance, 38 YALE JOURNAL ON REGULATION 1124 (2021). Research discussed in Law360BloombergDelaware CallReuters. Cited extensively in New Enter. Assocs. 14, L.P. v. Rich, 295 A.3d 520 (Del. Ch. 2023) and W. Palm Beach Firefighters’ Fund v. Moelis & Co., 311 A.3d 809 (Del. Ch. 2024).
  • What is the Law’s Role in a Recession?, 135 HARVARD LAW REVIEW 1351 (book review essay) (2021) (with Josh Younger).
  • The New Public/Private Equilibrium and Its Implications for Securities Law, 2021 COLUMBIA BUSINESS LAW REVIEW 1199 (Symposium on the Future of Securities Regulation) (with Elisabeth de Fontenay).
  • Innovation in the Stock Market and Alternative Trading Systems, in FINANCIAL MARKET INFRASTRUCTURE (Oxford University Press 2021).
  • The Essential Roles of Agency Law, 118 MICHIGAN LAW REVIEW 609 (2020). Selected for reprinting in the Corporate Practice Commentator.
  • An Agent-Based Model of Financial Benchmark Manipulation (with Megan Shearer and Michael Wellman), Thirty-sixth International Conference on Machine Learning: AI and Finance Workshop (2019).
  • Informed Trading and Its Regulation, 43 JOURNAL OF CORPORATION LAW 818 (2018) (with Merritt Fox and Lawrence Glosten). Selected as one of the Top 10 Securities Law Articles of 2018 by the Securities Law Review.
  • The Regulation of Trading Markets: A Survey and Evaluation, in SECURITIES MARKET ISSUES FOR THE 21ST CENTURY (with Paul Mahoney) (2018). Excerpted in Michael Barr, Howell Jackson, & Margaret Tahyar, FINANCIAL REGULATION: LAW AND POLICY (2d ed.).
  • Stock Market Manipulation and Its Regulation, 35 YALE JOURNAL ON REGULATION 67 (2018) (with Merritt Fox and Lawrence Glosten). Reprinted in revised form in GLOBAL ALGORITHMIC CAPITAL MARKETS (Oxford University Press 2019).
  • Contracting Out of the Fiduciary Duty of Loyalty: An Empirical Analysis of Corporate Opportunity Waivers, 117 COLUMBIA LAW REVIEW 1075 (2017) (with Eric Talley). Selected as one of the Top 10 Best Corporate and Securities Articles of 2017 by the Corporate Practice Commentator. Cited by multiple states’ courts.
  • Stock Market Futurism, 42 JOURNAL OF CORPORATION LAW 793 (2017) (Symposium) (with Merritt Fox). Cited extensively in “Unfair Exchange: The State of America’s Stock Markets,” remarks by SEC Commissioner Robert Jackson, Jr. (Sept. 19, 2018). Under translation by Zhongli Li, Research Institute of Shenzhen Stock Exchange, China.
  • The Corporation’s Place in Society, 114 MICHIGAN LAW REVIEW 913 (2016) (book review).
  • The New Stock Market: Sense and Nonsense, 65 DUKE LAW JOURNAL 191 (2015) (with Merritt Fox and Lawrence Glosten). Selected as one of the Top 10 Best Corporate and Securities Articles of 2016 by the Corporate Practice Commentator. Featured in The New York TimesWashington Post, and Bloomberg. Reprinted in revised form in the Journal of Applied Corporate Finance.
  • Assessing Transnational Private Regulation of the OTC Derivatives Market: ISDA, the BBA, and the Future of Financial Reform, 54 VIRGINIA JOURNAL OF INTERNATIONAL LAW 9 (2014) (with Andrew Verstein).
  • Index Theory: The Law, Promise, and Failure of Financial Indices, 30 YALE JOURNAL ON REGULATION 1 (2013) (with Andrew Verstein). Featured in DealbreakerForbesFinancial Post, and Bloomberg.
  • Revolution in Manipulation Law: The New CFTC Rules and the Urgent Need for Economic and Empirical Analyses, 15 UNIVERSITY OF PENNSYLVANIA JOURNAL OF BUSINESS LAW 357 (2013) (with Rosa Abrantes-Metz and Andrew Verstein). 

Working Papers

  • The Rise of Form Contract in the First Corporations
  • The Public/Private Divides Revisited 

In Progress

  • The Midstream/IPO Distinction: An Empirical Analysis
  • Securities Regulation and Market Power
  • The Social Portfolio (with Quinn Curtis)
  • The Rise of Private Equity in Public Markets (with Jeff Gordon and Vartan Shadarevian)
  • Corporations Before Business: An Economic Theory of the Medieval Corporation
  • The Regulation and Effects of the Poison Pill: Evidence from Canada (with Edward Fox) 

Activities and Affiliations

  • Seoul Corporate Governance Forum, Academic Fellow 
  • American Law and Economics Association