B.A., Amherst, 1966; LL.B., Yale, 1969; LL.M. (in taxation),
New York University, 1976.
from law school, was a Reginald Heber Smith fellow for one year,
doing poverty law litigation in New York City.
with Cravath, Swaine & Moore, 1970-76. From 1976 until coming
to Columbia in 1980, was a professor at Georgetown University
Law Center. Visiting professor at Harvard Law School (2001),
Stanford University Law School (1988), the University of Virginia
Law School (1978), and the University of Michigan Law School
Reporter for the American Bar Association for its Model
Standards on Sentencing Alternatives and Procedures and for the
American Law Institute's Principles of Corporate Governance.
Member or former member, Economic Advisory Board to Nasdaq; National
Academy of Sciences panel studying empirical research on sentencing;
the National Research Council's Standing Committee on Law and
Justice; the Advisory Panel on Environmental Sentencing Guidelines
to the United States Sentencing Commission; Advisory Committee
on the Capital Formation and Regulatory Processes; the Subcouncil
on Capital Markets of the United States Competitiveness Policy
Council; the Legal Advisory Board to the National Association
of Securities Dealers (NASD); Legal Advisory Committee to the
board of directors of the New York Stock Exchange. Former chairperson
of the Section on Business Associations of the Association of
American Law Schools. Fellow of the American Academy of Arts
and Sciences; listed by the National Law Journal as one of "The
100 Most Influential Lawyers in the United States."
include Cases and Materials on Securities Regulation (with Seligman,
9th ed., 2003); Knights, Raiders and Targets: The Impact of the
Hostile Takeover (with Lowenstein and Rose-Ackerman, 1988); Cases
and Materials on Corporations (with Choper and Gilson, 6th ed.,
2003); and Business Organization and Finance (with Klein, 8th
ed., 2002). Principal interests are corporations, securities
regulation, class actions, criminal law, and white-collar crime.