Biography

A leading scholar of corporate law and corporate governance, Michael Klausner has conducted in-depth empirical studies of outside director liability and takeover defenses in firms at their initial public offering. He also has done theoretical work on the overall structure and function of corporate law, and on various topics in nonprofit law. His recent scholarship has focused on securities litigation, directors’ and officers’ liability insurance, and the liability risk of outside directors.

Before joining the Stanford Law School faculty in 1997, he was a professor of law at New York University Law School, a White House Fellow and deputy associate director in the Office of Policy Development, and a corporate law practitioner with Gibson, Dunn & Crutcher in Washington, D.C. and Hong Kong. He clerked for Justice William Brennan of the Supreme Court of the United States 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).
• Michael Klausner and Robert M. Daines, 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

• Could Shareholders Boot Out Yahoo's Board?
  Marketwatch, May 09, 2008
• Yahoo Gets Hit With The Backlash
  Los Angeles Times, May 06, 2008
• Yahoo Holders' Options: Sell, Sue Or Pray That Yang Can Deliver
  MarketWatch, May 05, 2008
• Yahoo Rejects Microsoft's Bid Again
  Macro-World Investor, April 10, 2008
• Yahoo Is Said To Rebuff Microsoft Threat Over Bid
  The New York Times, April 07, 2008

Courses & Programs

Courses

• Corporate Governance Colloquium
• Deals

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

• 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).
• Michael Klausner, Outside Director Liability, Stanford Law and Economics Working Paper, no. 319 (2006). (with Bernard S. Black and Brian R. Cheffins)
• 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, Outside Director Liability Risk: How Much Did WorldCom and Enron Change the Rules? Bloomberg Law Reports – Corporate Governance, July 2005, p. 1, 8-11. (with Bernard S. Black and Brian Cheffins)
• Michael Klausner, Failing to Govern? The Disconnect Between Theory and Reality on Nonprofit Boards, and How to Fix It, 3 Stanford Social Innovation Review 42 (2005). (with Jonathan Small)

Affiliations & Honors

Professional Affiliations

• Co-director, Director's Consortium (Stanford Law School, Chicago Graduate School of Business, Wharton Business School)
• Associate Editor (2002-Present), Stanford Technology Ventures Program, Stanford School of Engineering
• Advisor, American Law Institute, Principles of Law of Nonprofits