About

Professor Michal Barzuza is a scholar and educator specializing in corporate law, corporate governance, corporate finance, regulatory competition, and law and economics. Her research explores the optimal balance between regulation and laissez-faire in corporate law, focusing on issues such as interstate competition's effects on corporate law, firm heterogeneity, corporate governance choices, cross-listing, boardroom dynamics, outside directors, general counsel roles, and firms with controlling shareholders. Her work analyzing Nevada’s attempt to compete with Delaware over incorporations by offering lax law was recognized as one of the top 10 papers in corporate and securities law for 2012 and received significant national coverage. She has been selected for presentation at prestigious forums including the Stanford/Yale Junior Faculty Forum and the American Law and Economics Association annual meetings. Barzuza has served as a visiting professor at New York University Law School, served on the board of Southern Union Gas, and practiced corporate law at Haim Zadok & Co. in Israel, as well as summering at Sidley Austin Brown & Wood in New York. She holds an S.J.D. and an LL.M. from Harvard Law School, where her dissertation won the John M.. Olin Prize for Outstanding Paper in Law and Economics, and she has a B.A. and LL.B. from Tel Aviv University. Her scholarship and teaching focus on the dynamics of corporate law, regulatory competition, and the strategic behavior of firms and regulators.

Research topics

• Finance
• Business
• Accounting

Selected publications

• Economic Analysis of Board Diversity

  SSRN Electronic Journal · 2025-01-01 · 3 citations

  articleOpen access1st authorCorresponding
  PublisherDOI

• Nevada v. Delaware: The New Market for Corporate Law

  SSRN Electronic Journal · 2024-01-01 · 3 citations

  articleOpen access1st authorCorresponding
  PublisherDOI

• Foreword

  Journal of Empirical Legal Studies · 2023-10-24

  article1st author
  PublisherDOI

• The Millennial Corporation

  SSRN Electronic Journal · 2021-01-01

  articleOpen access1st authorCorresponding
  PublisherDOI

• Shareholder Value(s): Index Fund ESG Activism and the New Millennial Corporate Governance

  Southern California law review · 2020 · 54 citations

  • Business
  • Accounting
  • Finance

  Major index fund operators have been criticized as ineffective stewards of the firms in which they are now the largest shareholders. While scholars debate whether this passivity is a serious problem, index funds’ generally docile approach to ownership is broadly acknowledged.However, this Article argues that the notion that index funds are passive owners overlooks an important dimension in which index funds have demonstrated outspoken, confrontational, and effective stewardship. Specifically, we document that index funds have taken a leading role in challenging management and votingagainst directors in order to advance board diversity and corporate sustainability. We show that index funds have engaged in a pattern of competitive escalation in their policies on ESG issues. Index funds’ confrontational and competitive activism on ESG is hard to square with their passive approach to more conventional corporate governance questions.To explain this dichotomy in approaches, we argue that index funds are locked in a fierce contest to win the soon-to-accumulate assets of the millennial generation, who place a significant premium on social issues in their economic lives. With fee competition exhausted and returns irrelevant for index investors, signaling a commitment to social issues is one of the few dimensions on which index funds can differentiate themselves and avoid commoditization. For index funds, the threat of millennial migration to another fund is more significant than the threat of management retaliation. Furthermore, managers themselves, we argue, face intense pressure from their millennial employees and customers to respond to their social preferences. This three dimensional millennial effect—as investors, customers and employees—we argue, is an important development with the potential to provide a counterweight to the wealth-maximization paradigm of corporate governance.We marshal evidence for this new dynamic, situate it within the existing literature, and consider the implications for the debate over index funds as shareholders and corporate law generally.

  PublisherOA PDF

• Why Millennials Will Win Trump’s War on Socially Responsible Investing

  2020-10-27

  article1st authorCorresponding
  Publisher

• Long-Term Bias

  Columbia Business Law Review · 2020-10-13 · 5 citations

  articleOpen access1st authorCorresponding

  An emerging consensus in certain legal, business, and scholarly communities maintains that corporate managers are pressured unduly into chasing short-term gains at the expense of superior long-term prospects. The forces inducing manage- rial myopia are easy to spot, typically embodied by activist hedge funds and Wall Street gadflies with outsized appetites for current quarterly earnings. Warnings about the dangers of “short termism” have become so well established, in fact, that they are now driving changes to mainstream practice as courts, regulators and practitioners fashion legal and transactional constraints designed to insulate firms and managers from the influence of investor short-termism. This Article draws on ac- ademic research and a series of case studies to advance the the- sis that the emergent folk wisdom about short-termism is in- complete. A growing literature in behavioral finance and psychology now provides sound reasons to conclude that corpo- rate managers often fall prey to long-term bias—excessive op- timism about their own long-term projects. We illustrate sev- eral plausible instantiations of such biases using case studies from three prominent companies where managers have argua- bly succumbed to a form of “long-termism” in their own corpo- rate stewardship. Unchecked, long-termism can impose sub- stantial costs on investors that are every bit as damaging as short-termism. Moreover, we argue that long-term managerial bias sheds considerable light on the paradox of why short- termism evidently persists among supposedly sophisticated fi- nancial market participants: shareholder activism—even if unambiguously myopic—can provide a symbiotic counter-bal- last against managerial long-termism. Without a more defini- tive understanding of the interaction between short- and long- term biases, then, policymakers should be cautious about em- bracing reforms that focus solely on half of the problem.

  PublisherOA PDFDOI

• Proxy Access for Board Diversity

  SSRN Electronic Journal · 2019-05-01 · 2 citations

  articleOpen access1st authorCorresponding

  Proxy access, a long debated governance measure, was directed at reducing shareholder costs in nominating directors. However, since it was first initiated, proxy access raised vigorous opposition, and more important, significant and wide skepticism that shareholders will ever use it to nominate directors. This Article studies the first systemic implementation of proxy access and finds that while proxy access was rarely used to nominate directors, it was used indirectly — as a bargaining tool — to improve board diversity. Accordingly, the study finds that firms with a low number or low proportion of female directors, and firms with all-male boards, were significantly more likely to be targeted by the NYC Comptroller’s proxy access proposals. While promoting diversity wasn’t one of the goals that proxy access was designed to achieve, the resulting effects might not be remote from those intended. Given that institutional investors are not likely to nominate directors, diversity might provide an alternative, pragmatic channel, to increase board independence, monitoring and accountability.

  Publisher

• Noise Adopters in Corporate Governance

  SSRN Electronic Journal · 2019-08-09

  articleOpen access1st authorCorresponding

  This Article argues that “noise adopters,” namely firms whose corporate governance is determined by non-substantive factors such as attorneys’ boilerplates, network externalities, and mere inertia, provide camouflage to insiders with a strong preference for entrenchment. Normally, a deliberate choice of entrenching governance terms could signal weak market discipline and high extraction of private benefits. Yet, since some firms stagger their boards or incorporate in their home state almost randomly, these choices send only a noisy signal, and in turn result in only a partial market discount of firm value. Entrenchment-seeking managers can achieve their desired level of entrenchment without paying a full price. This analysis highlights informational limits on markets’ ability to perfectly price corporate governance terms. The value of governance terms varies across firms due to unobservable variations in market forces, and potential signaling is obscured by practices of random adoption. Noise adopters influence patterns of adoptions and help explain puzzling evidence regarding pricing and adoption of governance terms.

  PublisherDOI

• Long-Term Bias

  SSRN Electronic Journal · 2019-01-01 · 2 citations

  articleOpen access1st authorCorresponding
  PublisherDOI

Frequent coauthors

• Quinn Curtis

  University of Virginia

  13 shared

• Eric L. Talley

  European Corporate Governance Institute

  9 shared

• Lucian A. Bebchuk

  National Bureau of Economic Research

  9 shared

• David H. Webber

  6 shared

• Oren Bar‐Gill

  5 shared

• Marcel Kahan

  3 shared

• Edward B. Rock

  3 shared

• David C. Smith

  Wilfrid Laurier University

  3 shared

Education

• SJD, Law School

  Harvard Law School

  2004

Awards & honors

• John M. Olin Prize for Outstanding Paper in Law and Economic…