Securities Law

This Article has benefited from the comments and suggestions of Professors Bobby Ahdieh, Douglas Baird, Margaret Blair, Bill Bratton, William Christie, Steven Davidoff, Gillian Hadfield, Paul Heald, Larry Helfer, Donald Langevoort, David Millon, Erin O’Hara, Bob Rasmussen, Hans Stoll, Bob Thompson, Joel Trachtman, and Todd Zywicki. The Article also benefited from faculty workshops at the University of Georgia, the University of Pennsylvania, the University of Southern California, and Northwestern University. I would also like to thank Murray Teitelbaum, James Duffy, and the staff of the New York Stock Exchange for their time and valuable insight.

In preparing this Article, I benefited greatly from conversations with several private-equity partners (both limited and general) as well as the excellent research assistance of Tracey Chenoweth. Thanks also, for insightful comments and advice, to Bobby Bartlett, Kate Litvak, Bob Rasmussen, Larry Ribstein, and Randall Thomas.

Thanks to Robert Bartlett, Lucian Bebchuk, Richard Epstein, Larry Ribstein, Amanda Rose, and other participants in the Symposium, The Going-private Phenomenon: Causes and Implications at The University of Chicago Law School. Ching-Tang Chen, Joey Hipolito, Alex Jadin, Amad Judeh, Thomas King, I-Jung Lee, and Tal Niv provided extremely valuable research assistance. I am also thankful to Larry Goldstein of Santa Monica Partners for helpful conversations on the challenges faced by investors in firms that have gone dark. Financial support from the Boalt Hall Fund is gratefully acknowledged.

The authors thank participants at the Symposium, The Going-private Phenomenon: The Causes and Implications at The University of Chicago Law School for their helpful comments on an earlier draft.

Thanks to the George J. Phocas Fund for research support.

I thank Dan Brodansky, Brian Broughman, Tom Eaton, Jesse Fried, Kent Greenfield, Paul Heald, Todd Henderson, Christine Hurt, Bob Lawless, Jim Linck, Harold Mulherin, Jeff Netter, Chuck O’Kelley, Peter Oh, Victoria Plaut, Annette Poulsen, Jaxk Reeves, Larry Ribstein, Usha Rodrigues, Jim Rogers, Maggie Sachs, Jason Solomon, Eric Talley, and Jide Wintoki. This Article also benefited from comments received from participants in the Symposium The Going-private Phenomenon: Causes and Implications at The University of Chicago Law School; participants at the 2008 Annual Meeting of the American Law and Economics Association and workshop participants at the University of Georgia Department of Banking and Finance, the UC Berkeley School of Law, the Boston College School of Law, Emory Law School, the University of Illinois College of Law, the University of Pittsburgh School of Law, and the 2008 Law and Entrepreneurship Retreat. Additionally, special thanks go to Marc Auerbach of Standard & Poor’s and Eric Tutterow of Fitch Ratings for providing helpful data and discussion, and to Kevin Erwin (Georgia ’09) for research assistance. All errors are my own.

Portions of this Article draw on the authors’ testimony to Congress and amicus briefs in MetLife, Inc v FSOC. For helpful comments and suggestions, we thank Hilary Allen, Chris Brummer, Peter Conti-Brown, Jeff Gordon, Claire Hill, Bob Hockett, Brett McDonald, Saule Omarova, Richard Painter, Christina Skinner, and Margaret Tahyar, and the audiences at presentations at Cambridge, Oxford, Columbia Business School, the University of Connecticut, the University of Minnesota, Georgetown Law Center, Wharton, and the Indira Gandhi Institute for Development Research. Thanks to Jayme Wiebold for research assistance.