About

Eric Talley is the Marc and Eva Stern Professor of Law and Business at Columbia Law School. He holds a J.D. from Stanford University, a Ph.D. in Economics from Stanford University, and a B.A. in Economics and Political Science from the University of California, San Diego. His research and teaching focus on the intersection of corporate law, governance, and finance, with additional expertise in mergers and acquisitions, quantitative methods, machine learning, contract and commercial law, alternative investments, game theory, and economic analysis of law. Talley conducts research and directs programs on the future of corporate governance and performance as a co-director of the Ira M. Millstein Center for Global Markets and Corporate Ownership. He is a frequent commentator in the national media, speaking to corporate boards, judges, and regulators on issues related to fiduciary duties, governance, and finance. Talley has held faculty appointments at the University of California, Berkeley, and the University of Southern California, and has served as a visiting scholar at numerous prestigious institutions. He is an elected member of the American Academy of Arts & Sciences and a research member of the European Corporate Governance Institute. Recognized for his excellence in teaching, he has received the Law School’s Willis L.M. Reese Prize twice. His extensive publication record includes influential articles on corporate finance, governance, and law, reflecting his significant contributions to the field.

Research topics

• Political Science
• Computer Science
• Economics
• Business
• Law
• Computer Security
• Microeconomics
• Industrial organization
• Risk analysis (engineering)
• Law and economics
• Finance
• Accounting

Selected publications

• <div> Fix the Price or Price the Fix? <span>Resolving the Sequencing Puzzle in Corporate Contracting</span></div>

  SSRN Electronic Journal · 2025-01-01

  preprintOpen accessSenior author
  PublisherDOI

• Should Corporate Law Go Private?

  SSRN Electronic Journal · 2025-01-01

  preprintOpen accessSenior author
  PublisherDOI

• Introducing a New Corpus of Definitive M&A Agreements, 2000–2020

  Journal of Empirical Legal Studies · 2024-12-29 · 2 citations

  articleOpen accessSenior author

  ABSTRACT Contract design and architecture is an important topic within economics, finance, and law. However, attempts to study it are significantly constrained by the limited availability of public, high quality data. In this paper, we introduce a new corpus of 7929 Definitive Merger Agreements submitted to the SEC between 2000 and 2020 involving a transaction in excess of $100 million. Through a combination of machine learning and human evaluation, we associate these agreements with other metadata, such as deal size, industry classification, and advising law firms. In addition, we identify and make available the text of individual clauses contained in these agreements. In a final step, we provide an illustration of how these data can be used to generate novel insights into M&A contract design and drafting practices.

  PublisherOA PDFDOI

• Sticky Charters? The Surprisingly Tepid Embrace of Officer-Protecting Waivers in Delaware

  SSRN Electronic Journal · 2024-01-01

  articleOpen accessSenior author
  PublisherDOI

• Introducing a New Corpus of Definitive M&A Agreements, 2000-2020

  SSRN Electronic Journal · 2024-01-01

  articleOpen accessSenior author
  PublisherDOI

• The Price of Fairness

  SSRN Electronic Journal · 2024-01-01

  articleOpen accessSenior author
  PublisherDOI

• Validating Valuation: How Statistical Learning Can Cabin Expert Discretion in Valuation Disputes

  SSRN Electronic Journal · 2024-01-01 · 1 citations

  preprintOpen accessSenior author
  PublisherDOI

• “Don’t Go Chasing Waterfalls”: Fiduciary Duties in Venture-Capital-Backed Start-Ups

  The Journal of Legal Studies · 2024-01-01 · 4 citations

  articleOpen accessSenior author

  We develop a model of venture capital contracting and use it to evaluate an emergent set of judicial precedents in corporate law, which we label the Trados doctrine. In our model, founders hold common stock, while venture capital investors hold convertible preferred stock. We show that preferred shareholders have inefficient incentives to liquidate low-valued firms and to continue high-valued firms, while common shareholders inefficiently favor the opposite. The extent of incentive misalignment depends on the firm’s intrinsic and outside valuations, and it is most severe around preferred shareholders’ liquidation preference and conversion point. Although legal liability rules can rectify these misalignments, they can only do so categorically when management prioritizes preferred shareholders’ interests. The Trados doctrine, however, generally obligates management to prioritize common shareholders’ interests. Our model offers a precise mechanism for how capital structure, corporate governance, and legal doctrine jointly determine firms’ value.

  PublisherOA PDFDOI

• Sex & Startups

  SSRN Electronic Journal · 2024-01-01

  articleOpen accessSenior author
  PublisherDOI

• Debt Textualism and Creditor-on-Creditor Violence: A Modest Plea to Keep the Faith

  SSRN Electronic Journal · 2023-01-01 · 2 citations

  articleOpen accessSenior author
  PublisherDOI

Frequent coauthors

• Jennifer Arlen

  New York Law School

  152 shared

• Matthew L. Spitzer

  Northwestern University

  136 shared

• Ivo Welch

  15 shared

• Gillian K. Hadfield

  12 shared

• Stephen J. Choi

  New York Law School

  11 shared

• Antonio E. Bernardo

  11 shared

• Julian Nyarko

  Stanford Medicine

  10 shared

• Jens Frankenreiter

  Washington University in St. Louis

  10 shared

Education

• Ph.D.

  University of Southern California

• B.A.

  University of California, Berkeley

Awards & honors

• Willis L.M. Reese Prize for Excellence in Teaching (2017 and…
• Elected member of the American Academy of Arts & Sciences
• Research member of the European Corporate Governance Institu…