Biography

Michael Klausner teaches and writes in the areas of corporate law, corporate governance, and financial regulation. His research has included theoretical and empirical analyses of corporate governance, takeover defenses, standardization of contracts and corporate governance documentation, and bank regulatory reform. His most recent work includes empirical studies of officer and director liability, the securities class action litigation process, and a proposal for a market-oriented Community Reinvestment Act.

Before joining the Stanford Law School faculty in 1997, he was a professor of law at New York University School of Law, a White House Fellow and deputy associate director in the Office of Policy Development in the White House, and a corporate law practitioner with Gibson, Dunn & Crutcher in Washington, D.C. and Hong Kong. He clerked for Justice William Brennan of the U.S. Supreme Court and Judge David Bazelon of the U.S. Court of Appeals for the District of Columbia Circuit.

Key Works

• Michael Klausner, Outside Director Liability, 58 Stanford Law Review 1055 (2006). (with Bernard Black and Brian Cheffins)
• Michael Klausner, Outside Director Liability: A Policy Analysis, 162 Journal Of Institutional And Theoretical Economics 5 (2006). (with Bernard S. Black and Brian R. Cheffins)
• Michael Klausner, When Time Isn't Money: Foundation Payouts and the Time Value of Money, 41 Exempt Organization Tax Review 421-428 (September 2003).
• Robert M. Daines and Michael Klausner, Do IPO Charters Maximize Firm Value? Antitakeover Protection in IPOs, 17 Journal of Law, Economics, & Organization 83-120 (April 2001).
• Michael Klausner, Corporations, Corporate Law, and Networks of Contracts, 81 Virginia Law Review 757-852 (1995).

In the News

• Changes Sought At Sioux Falls Banking Corporation; Key shareholder Cites Declining Profitability At HF Financial
  Argus Leader, October 05, 2011

Courses & Programs

Courses

• Deals
• Financial Crisis and the Regulation of Financial Institutions

Programs

• John M. Olin Program in Law and Economics, Nancy and Charles Munger Professor of Business and Professor of Law

Publications & Cases

Recent Publications View All

• Ronald Gilson and Michael Klausner, That's My Money You're Using Forbes Magazine, March 29, 2010, pg. 28.
• Michael Klausner and Jason Hegland, When are Securities Class Actions Dismissed, When Do They Settle, and For How Much? - Part II, 23 Professional Liability Underwriting Society (March 2010).
• Michael Klausner and Jason Hegland, How Protective is D&O Insurance in Securities Class Actions? - Part I, 23 Professional Liability Underwriting Society Journal (February 2010).
• Michael Klausner, Are Securities Class Actions 'Supplemental' to SEC Enforcement? Working Paper (July 2009).
• Michael Klausner, A Tradable Obligation Approach to the Community Reinvestment Act, Stanford Law and Economics Olin Working Paper, No. 375 (May 2009).
• Robert M. Daines and Michael Klausner, Economic Analysis of Corporate Law, in The New Palgrave Dictionary of Economics, Lawrence E. Blume and Stephen Durlauf, eds., New York: Macmillan, 2nd. ed., 2008.
• Michael Klausner, Analysis Reveals Low Director Liability Risk (Special Report: Risk and Liability), Directorship, June/July 2007, p. 23.
• Michael Klausner, Reducing Directors' Legal Risk, Harvard Business Review, April 2007, p. 28
• Ronald Gilson, Victor Goldberg, Michael Klausner, and Daniel Raff. Building Foundations For A Durable Deal, Financial Times, October 12, 2006.
• Michael Klausner, The Contractarian Theory of Corporate Law: A Generation Later (Symposium: Robert Clark's Corporate Law: Twenty Years of Change), 31 Journal of Corporation Law 779 (2006).

Affiliations & Honors

Professional Affiliations

• Co-director, Directors' Consortium (Stanford Law School, Stanford Graduate School of Business, the University of Chicago Booth School of Business, and the Tuck School of Business at Dartmouth)
• Associate Editor (2002-Present), Stanford Technology Ventures Program, Stanford School of Engineering
• Advisor, American Law Institute, Principles of Law of Nonprofits