Gabriel Rauterberg: Rethinking Regulations for Investment Funds and Private Markets

Gabriel Rauterberg, who joined the Columbia Law School faculty on July 1, is drawn to the profound questions raised by corporate and securities law. “Once you get past some of the daunting nomenclature, it’s an area with a genuinely exciting set of issues about how the financial system is evolving,” he says. “It’s a field with a lot of intellectual integrity. And it's really important to the world.”

Rauterberg is a leading voice on corporate and securities law. His articles have been published in journals such as Columbia Law Review, Harvard Law Review, and Stanford Law Review. His research—including findings discussed in articles such as “The Separation of Voting and Control: The Role of Contract in Corporate Governance” (Yale Journal on Regulation, 2021)—has been cited in decisions by leading corporate law courts like the Delaware Supreme Court and Delaware Chancery Court, as well as by the Securities and Exchange Commission. For instance, Rauterberg’s article on contracts among powerful shareholders helped surface the new role played by shareholder agreements in public companies and supplied an empirical framework for litigation and policy arguments surrounding their role.

Rauterberg’s current scholarship focuses on what he calls the “two most consequential developments in the financial system of the last 30 years”—the growth of private markets and the growth of investment funds. His recent paper, “Shadow Banking and Securities Law,”  (written with Jeffrey Zhang) posits that traditional banking regulation does not address the “shadow banking” risks posed by investment funds and securities markets, when they function like banks but fall outside the scope of banking regulation. “Our paper argued that securities law provided a wealth of tools that, even if not ideally suited to the task, might be the most feasible set of tools available to mitigate some of the risks of shadow banking,” he says.

In an in-progress article, “Rethinking the Future of Investment Funds,” Rauterberg argues that the growth of giant asset managers in public markets and private markets (dominated by firms like Blackstone, Carlyle, and KKR) cannot be adequately addressed by existing securities statutes, such as the Investment Company Act, which he says “does some valuable things” but is ultimately quite limited in its reach. “In the end, we need dramatic rethinking of how asset management regulation works, and we need substantive regulation of asset managers themselves,” he says.

Choosing the Law

As an undergraduate at the University of Toronto, Rauterberg wanted to be a psychiatrist or experimental psychologist. But while doing research that required placing electrodes on dozens of people’s heads, he says he lost his sense of why he’d found questions about neural functioning interesting and began to envy his friends at the University of Toronto Law School. “I felt they were having this vital humanistic experience, asking profound questions about how our justice system should work,” he says. Rauterberg, who’s a citizen of both Canada and the U.S., decided to attend law school in the U.S. because it “seemed to me to be a much more exciting place to be a lawyer, with a wider range of professional opportunities,” he says.

When Rauterberg arrived at Yale Law School, he thought he wanted to be an international human rights lawyer. He spent his 1L summer doing human rights work at a center in India. “I’m half Indian, and I had a glorious time there,” he says, but he eventually realized that the center’s work was “not the right fit for me.

At the same time, Rauterberg was becoming fascinated by corporate law. He was especially interested in financial markets and their regulation. He felt that there was space for someone like him, with intellectual curiosity but without a prearranged agenda. “There don’t seem to be a lot of people who like approaching questions about the financial system from first principles, with an open mind,” he says. 

After earning his J.D., Rauterberg worked as a litigation associate at Skadden, Arps, Slate, Meagher & Flom and later at Cooley. “I loved practice,” he says. “I used to say to my students, ‘I was drinking espressos, listening to Bach, and getting rich.’” 

While in practice, he began writing academic papers with a colleague. “I really enjoyed being a citizen scholar, but it was an unsustainable lifestyle,” he says. “I’d get home from my job at nine and then dedicate another two-and-a-half hours to working on a paper each day. Being a professor had always seemed like an appealing career, but I didn’t start my legal career thinking, I’m going to leave quickly and become a professor.”

During a chance visit to Yale one day, he bumped into a law professor friend, John Morley, and told him about an idea he had for a paper about trading markets and their regulation. “And John said to me, ‘There’s a fellowship open at Columbia right now that would really suit your interests’,” Rauterberg recalls. “As soon as I applied, all of my heart went into hoping I’d get it.”

Rauterberg did, and the two-year fellowship in Columbia Law School’s Program in the Law and Economics of Capital Markets—overseen by Merritt B. Fox, Arthur Levitt Professor of Law, and Lawrence Glosten, a professor at Columbia Business School—was a perfect fit. “They are the exact kind of people you want to start your career with,” says Rauterberg. “They’re great scholars. They’re lovely human beings. It’s all thinking and zero gossip, and so you're being introduced to the best part of academia.” 

The three collaborated on a series of articles on insider trading, manipulations, and high-frequency trading, which ultimately evolved into a book, The New Stock Market: Law, Economics, and Policy. Rauterberg has also co-written a casebook, Contracts: Law, Theory, and Practice (with Daniel Markovits), and a primer on corporate law, Corporations in 100 Pages (with Helger Spamann and Scott Hirst).

Back to the Future

After the fellowship, Rauterberg launched his teaching career at the University of Michigan Law School, where he taught Business Organizations, Capital Markets Regulation, and Contracts for a decade. He returned to Columbia Law for the fall 2025 semester as a visiting professor and taught Corporations and a seminar called Private Equity for Public Markets. He says he was impressed by the intelligence and curiosity of his Columbia Law students. “The greatest pleasure of teaching, for me, is helping students understand big, complicated pieces of the financial world and why they’re really interesting,” Rauterberg says. “There are different pleasures to teaching different types of classes. One of my favorite courses is 1L Contracts. It’s a subject where there are extremely interesting puzzles lying just below the surface of pretty simple fact patterns. I enjoy teaching first-year law students because they have a level of enthusiasm and excitement that is unique.”

He also enjoyed getting to know Columbia’s corporate law faculty last fall. “It’s one of the best, if not the best, corporate law faculty in the country, perhaps the world,” he says. “It’s a large group with lots of different perspectives. They have a public spirit and a high degree of engagement with the profession and with regulators. And they are profoundly social, combining intellectualism and camaraderie.”

Now, as a member of the full-time corporate law faculty himself, Rauterberg is looking forward to teaching Corporations and a J.D./MBA cross-listed upper-level course on Private Markets and Private Funds. In future semesters, he will teach Capital Markets and Regulation, which is another one of his favorite classes “because I get to talk about how the future of the financial system is evolving and what it’s going to look like, and issues at the cutting edge of how markets are changing,” he says.

In his off hours, Rauterberg relishes spending time with his two young children and wife. “I’m also a huge classical music fan. I love choral music and Renaissance polyphony, which probably makes me sound like a nerd,” he says. “And I’m interested in intellectual questions and pursuits that are not related to my day job. I’m in a reading group with a bunch of other corporate law professors, and we’re reading philosophical classics. I’m reading Aquinas seriously for the first time in my life, and I’ve fallen in love, so that’s my fun project for now.”