Claire Hill

  • James L. Krusemark Chair in Law
418 Mondale Hall


  • University of Chicago, B.A., M.A.
  • American University, J.D.
  • Columbia University, LL.M., J.S.D.


  • Behavioral Law & Economics
  • Business Law
  • Contracts
  • Corporate Governance
  • Law & Economics
Show all

Professor Claire A. Hill joined the Law School faculty in 2006 after a year as a visiting professor. She teaches corporate law, mergers and acquisitions, contracts, and a seminar in law and economics. She is the founding director of the Law School’s Institute for Law and Rationality, and the associate director of its Institute for Law and Economics. She is also an affiliated faculty member of the University’s Center for Cognitive Sciences.

Professor Hill received her B.A. and M.A. in philosophy from the University of Chicago, her J.D., summa cum laude, from American University, Washington College of Law, and an LL.M and J.S.D. from Columbia University School of Law, where she was an Olin Fellow.

Before becoming a law professor, she practiced corporate law at several law firms including Milbank, Tweed, Hadley & McCloy in New York and Dickstein Shapiro in Washington D.C. She has taught at the law schools of Boston University, George Mason University, Northwestern University, Georgetown University (where she was a Sloan Visiting Professor), and Chicago-Kent (where she was a Freehling Scholar). At the Law School she was the 2007-08 Julius E. Davis Professor, 2008-09 Vance K. Opperman Research Scholar, and 2009-11 Solly Robins Distinguished Research Fellow before being appointed the James L. Krusemark Chair in Law in 2011.

Professor Hill's research interests include corporate governance, capital structure, structured finance, rating agencies, secured debt, contract theory, law and language, and behavioral economics. She has published numerous articles on these and other topics; her articles have appeared in law reviews as well as journals in finance and psychology. Her work also has been featured on various business blogs. Securities Law Review, an annual edited volume of noteworthy scholarship in the field, included her articles in its 1998, 2005, and 2011 volumes, and the Queen’s Law Journal gave her its 2007 David Watson Memorial Award for significant contributions to legal scholarship for "The Law and Economics of Identity." She has been interviewed on television and radio programs on the subject of rating agencies.

Business Associations/Corporations

Mergers and Acquisitions

Comparative Financial Regulation

Behavioral Law and Economics

Law and Rationality Workshop


Mergers and Acquisitions: Law, Theory, and Practice (West Academic, 2016; 2d ed., 2019; 3d ed., 2023)
Brian JM Quinn
Steven Davidoff Solomon
Economics of Corporate Law (Edward Elgar, 2016) (co-editor)
Research Handbook on Mergers and Acquisitions (Edward Elgar, 2016) (co-editor)
Steven Davidoff Solomon
Better Bankers, Better Banks: Promoting Good Business through Contractual Commitment (University of Chicago Press, 2015)
Law and Economics of Mergers and Acquisitions (Edward Elgar, 2013) (co-editor)
Steven M. Davidoff
Research Handbook on the Economics of Corporate Law (Edward Elgar, 2012) (co-editor)

Journal Articles

Independence Reconceived, 2023 Columbia Business Law Review 589 (2023)
Yaron Nili
"Tone at the Top" and the Communication of Corporate Values: Lost in Translation?, 43 Seattle University Law Review 497 (2020)
Alfredo Contreras
Aiyesha Dey
Bad Agent, Good Citizen?, 88 Fordham Law Review 1631 (2020)
Aaron Stenz
Repetition, Ritual, and Reputation: How Do Market Participants Deal with (Some Types of) Incomplete Information?, 2020 Wisconsin Law Review 515 (2020)
#MeToo and the Convergence of CSR and Profit Maximization, 69 Case Western Reserve Law Review 895 (2019)
How Virtual Reality Can Help Bankers Become More Empathetic – And More Ethical, 53 Revue juridique Thémis 131 (2019)
Marshalling Reputation to Minimize Problematic Business Conduct, 99 Boston University Law Review 1193 (2019)
An Identity Theory of the Short- and Long-Term Investor Debate, 41 Seattle University Law Review 475 (2018)
Caremark as Soft Law, 90 Temple Law Review 681 (2018)
Cheap Sentiment, 81 Law & Contemporary Problems 67 (2018)
The Neglected Role of Justification under Uncertainty in Corporate Governance and Finance, 3 Annals of Corporate Governance 276 (2018)
Alessio M. Pacces
A Personality Theory of Sophisticated Investor Decision-Making (in the 2008 Financial Crisis), with Some Policy Implications, 2017/2 Revue internationale des services financiers/International Journal for Financial Services 7 (2017)
A Personality Theory of White Collar Criminals, Near-Criminals, and Others Involved in Bad Corporate Actions (and What Law Should Do About It), 11 Law and Financial Markets Review 75 (2017)
Banker Behavior and the Individualist Ethos, 68 Alabama Law Review 931 (2017)
Repugnant Business Models: Preliminary Thoughts on a Research and Policy Agenda, 74 Washington and Lee Law Review 973 (2017)
The Rhetoric of Negative Externalities, 39 Seattle University Law Review 517 (2016)  
Judge Jed Rakoff and Law's Penumbra, 1 Journal of Financial Regulation 159 (2015)
The Agency Cost Paradigm: The Good, the Bad, and the Ugly, 38 Seattle University Law Review 561 (2015)
How "Is" Became "Ought"; or, What Do Bankers Really Want?, 11 University of St. Thomas Law Journal 382 (2014)
Limits of Disclosure, 36 Seattle University Law Review 599 (2013)
Steven M. Davidoff
Reconsidering Board Oversight Duties after the Financial Crisis, 2013 University of Illinois Law Review 859 (2013)
Bankers Behaving Badly? The Limits of Regulatory Reform, 31 Review of Banking and Financial Law 675 (2012)
Of the Conditional Fee as a Response to Lawyers, Bankers and Loopholes, 1 American University Business Law Review 42 (2011-2012)
A Positive Agenda for Behavioral Law and Economics, 3 Cognitive Critique 85 (2011)
Compromised Fiduciaries: Conflicts of Interest in Government and Business, 95 Minnesota Law Review 1637 (2011)
Limits of Dodd-Frank's Rating Agency Reform, 15 Chapman Law Review 133 (2011); adapted version in 31 Banking & Financial Services Policy Report 13 (May 2012)
Sanitizing Interested Transactions, 36 Delaware Journal of Corporate Law 903 (2011)
Why Didn't Subprime Investors Demand a (Much Larger) Lemons Premium?, 74 Law and Contemporary Problems 47 (2011)
Berle's Vision Beyond Shareholder Interests: Why Investment Bankers Should Have (Some) Personal Liability, 33 Seattle University Law Review 1173-1199 (2010)
Concepts, Categories, and Compliance in the Regulatory State, 94 Minnesota Law Review 1151 (2010)
Justification Norms Under Uncertainty: A Preliminary Inquiry, 17 Connecticut Insurance Law Journal 27 (2010)
What Cognitive Psychologists Should Find Interesting about Tax, 17 Psychonomic Bulletin & Review 180 (2010)
Who Were the Villains in the Subprime Crisis, and Why It Matters, 4 Entrepreneurial Business Law Journal 323 (2010) (Symposium on The Credit Crash of 2008: Regulation within Economic Crisis)
Why Did Rating Agencies Do Such a Bad Job Rating Subprime Securities?, 71 University of Pittsburgh Law Review 585 (2010) (Symposium on the Past, Present, and Future of the SEC)
Bargaining in the Shadow of the Lawsuit: A Social Norms Theory of Incomplete Contracts, 34 Delaware Journal of Corporate Law 191 (2009)
Executive Compensation and the Optimal Penumbra of Delaware Corporate Law, 4 Virginia Law & Business Review 333 (2009)
Rationality in an Unjust World: A Research Agenda, 35 Queen's Law Journal 185 (2009) (Symposium on Emerging Paradigms of Rationality)
Why Did Anyone Listen to the Rating Agencies after Enron?, 4 Journal of Business & Technology Law 283 (2009)
Commentary: The Trajectory of Complex Business Contracting in Latin America, 83 Chicago-Kent Law Review 179 (2008) (Symposium on Law and Economic Development in Latin America: A Comparative Approach to Legal Reform)
Negative Dimensions of Identity: A Research Agenda for Law and Public Policy, 9 Minnesota Journal of Law, Science & Technology 643 (2008) (Symposium on Self and Other: Cognitive Perspectives on Trust, Empathy and the Self)
Avner Ben-Ner
Reducing the Negative Consequences of Identity: A Potential Role for the Nonprofit Sector in the Era of Globalization, 79 Annals of Public and Cooperative Economics 579 (2008)
Avner Ben-Ner
The Myth of Discovery, 9 Minnesota Journal of Law, Science & Technology 743 (2008) (Symposium on Self and Other: Cognitive Perspectives on Trust, Empathy and the Self)
The Rationality of Preference Construction (and the Irrationality of Rational Choice) 9 Minnesota Journal of Law, Science & Technology 689 (2008) (Symposium on Self and Other: Cognitive Perspectives on Trust, Empathy and the Self)
Anti-Anti-Anti-Paternalism, 2 New York University Journal of Law & Liberty 444 (2007) (Symposium on Legal Paternalism)
Creating Failures in the Market for Tax Planning, 26 Virginia Tax Review 943 (2007)
Philip A. Curry
Disney, Good Faith, and Structural Bias, 32 Journal of Corporation Law 833 (2007)
Stone v. Ritter and the Expanding Duty of Loyalty, 76 Fordham Law Review 1769 (2007), reprinted in Corporate Governance: Directors' Duties (K. Janardhanacharyulu, ed., Amicus Books, an imprint of Icfai University Press)
Tax Lawyers are People Too, 26 Virginia Tax Review 1065 (2007) (commentary on Victor Fleischer, Options Backdating, Tax Shelters, and Corporate Culture, 26 Virginia Tax Review 1031 (2007)), reprinted in Monthly Digest of Tax Articles (2007)
The Law and Economics of Identity, 33 Queen's Law Journal 389 (2007)
A Cognitive Theory of Trust, 84 Washington University Law Review 1717 (2006)
Erin Ann O'Hara
Beyond Mistakes: The Next Wave of Behavioural Law and Economics, 29 Queen's Law Journal 563 (2004)
How Do German Contracts Do as Much with Fewer Words?, 79 Chicago-Kent Law Review 889 (2004); also published in Ordinary Language and Legal Language (Barbara Pozzo, ed., Giuffre, 2005) (conference papers presented at the 2003 Conference of Comparative Law and Language, co-sponsored by the Associazione italiana di diritto comparato, the American Society of Comparative Law, and Milan University Faculty of Law)
Christopher King
Law and Economics in the Personal Sphere, 29 Law & Social Inquiry 219 (2004) (reviewing Richard Posner, Sex and Reason (Harvard University Press, 1992), Eric Posner, Law and Social Norms (Harvard University Press, 2000), Robert Frank, Luxury Fever (Free Press, 1999) & Margaret Brinig, From Contract to Covenant (Harvard University Press, 2000)) (review essay)
Regulating the Rating Agencies, 82 Washington University Law Quarterly 43 (2004), reprinted in 36 Securities Law Review 313 (2005)
Rating Agencies Behaving Badly: The Case of Enron, 35 Connecticut Law Review 1145 (2003) (Symposium on Crisis in Confidence: Corporate Governance and Professional Ethics Post-Enron)
A Comment on Language and Norms in Complex Business Contracting, 77 Chicago-Kent Law Review 29 (2002) (Symposium: Theory Informs Business Practice) (symposium issue editor)
Comment on Adler & Triantis: The Aftermath of North LaSalle Street, 70 University of Cincinnati Law Review 1297 (2002) (Fifteenth Annual Corporate Law Symposium: Corporate Bankruptcy in the New Millennium)
Is Secured Debt Efficient?, 80 Texas Law Review 1117 (2002)
The Future of Synthetic Securitization: A Comment on Bell & Dawson, 12 Duke Journal of Comparative and International Law 563 (2002) (Symposium on International Securitization and Structured Finance)
Whole Business Securitization in Emerging Markets, 12 Duke Journal of Comparative and International Law 521 (2002) (Symposium on International Securitization and Structured Finance)
Why Contracts are Written in "Legalese," 77 Chicago-Kent Law Review 59 (2002) (Symposium: Theory Informs Business Practice) (symposium issue editor)
How Investors React to Political Risk, 8 Duke Journal of Comparative and International Law 283 (1998) (Symposium on International Issues in Cross-Border Securitization and Structured Finance)
Latin American Securitization: The Case of the Disappearing Political Risk, 38 Virginia Journal of International Law 293 (1998)
Review Essay, 6 UCLA Entertainment Law Review 137 (1998) (reviewing Tyler Cowen, In Praise of Commercial Culture (Harvard University Press, 1998))
Securitization: A Financing Strategy for Emerging Markets, 11 Journal of Applied Corporate Finance 55 (1998)
Why Financial Appearances Might Matter: An Explanation for "Dirty Pooling" and Some Other Types of Financial Cosmetics, 22 Delaware Journal of Corporate Law 141 (1997), reprinted in 30 Securities Law Review 89 (1998)
Securitization: A Low-Cost Sweetener for Lemons, 74 Washington University Law Quarterly 1061 (1996), reprinted in part in Steven L. Schwarcz, Bruce A. Markell & Lissa L. Broome, Securitization, Structured Finance and Capital Markets (LexisNexis, 2004); adapted version in 10 Journal of Applied Corporate Finance 64 (Spring 1997), reprinted in The New Corporate Finance: Where Theory Meets Practice (Donald H. Chew, ed., Irwin/McGraw-Hill, 2d ed., 1999)

Book Chapters

Towards (More of) an Understanding of Criminal -- and Merely Bad -- Corporate Conduct, in White-Collar Crime in Ireland: Law and Policy (Joe McGrath, ed., Clarus Press, 2019)
Structural Bias, R.I.P., in Research Handbook on Fiduciary Law (Gordon Smith & Andrew S. Gold, eds., Edward Elgar, 2018)
Introduction, in Economics of Corporate Law (Claire A. Hill & Brett H. McDonnell, eds., Edward Elgar, 2016)
Short and Long Term Investors (and Other Stakeholders Too): Must (and Do) Their Interests Conflict?, in Research Handbook on Mergers and Acquisitions (Claire A. Hill &Steven Davidoff Solomon, eds., Edward Elgar Publishing, 2016)  
International Financial Regulation: First, Do No Harm, in Festschrift zu Ehren von Christian Kirchner: Recht im okonomischen Kontext (Wulf Alexander Kaal, Matthias Schmidt, Andreas Schwartze, eds., Mohr Siebeck, 2014)
Where Next For Behavioral Law And Economics? A Suggested Approach, in Festschrift zu Ehren von Christian Kirchner: Recht im okonomischen Kontext (Wulf Alexander Kaal, Matthias Schmidt, Andreas Schwartze, eds., Mohr Siebeck, 2014)
What Mistakes Do Lawyers Make in Complex Business Contracts, And What Can and Should be Done About Them?: Some Preliminary Thoughts, in Revisiting the Contracts Scholarship of Stewart Macaulay: On the Empirical and the Lyrical (Jean Braucher, John Kidwell & William C. Whitford, eds., Hart Publishing, 2013)
Why Are Non-US Contracts Written in US Legalese? Some Preliminary Thoughts and a Research Agenda, in Law and Language (Michael Freeman & Fiona Smith, eds., Oxford University Press, 2013)
Fiduciary Duties: The Emerging Jurisprudence, in Research Handbook on the Economics of Corporate Law (Claire A. Hill & Brett H. McDonnell, eds., Edward Elgar, 2012)
Introduction: The Evolution of the Economic Analysis of Corporate Law, in Research Handbook on the Economics of Corporate Law (Claire A. Hill & Brett H. McDonnell, eds., Edward Elgar, 2012)
The Promise and Limits of Financial Engineering in Emerging Markets, in Financial Innovations and the Welfare of Nations: How Cross-Border Transfers of Financial Innovations Nurture Emerging Capital Markets (Laurent L. Jacque & Paul M. Vaaler, eds., Kluwer Academic Publishers, 2001)

Documents and Reports

Collateral for IMF Loans, in Expert Papers (Allan H. Meltzer, chairman, International Financial Institution Advisory Commission, 2000)

Book Reviews

Book Review, 18:2 Canadian Journal of Law and Society 150 (2003) (reviewing Rebecca Johnson, Taxing Choices: The Intersection of Class, Gender, Parenthood and the Law (University of British Columbia Press, 2002))

Editorials, Commentary & Letters

They'll Matter Less If We Make Them Matter Less, New York Times, Feb. 19, 2013 (Room for Debate on How to Prevent More Bond Rating Fiascoes)
Ratings Proposal Is a Distraction From the Decline, New York Times, Feb. 6, 2013 (Room for Debate on European Downgrades)
Why S.E.C. Settlements Should Hold Senior Executives Liable, New York Times, Dealbook, May 29, 2012
A Simpler Rein Than The Volcker Rule, New York Times, Dealbook, Oct. 28, 2011
Think Globally, Rate Locally, The European (July 22, 2011)
Reining in the Rating Agencies, New York Times, Dealbook, May 25, 2010

Other Publications

The New Realism in Business Law and Economics: Introduction, 2020 Wisconsin Law Review 439 (2020)
The Motivating Force of a Bonus Pool, and Other Objections, 108 Northwestern University Law Review Online 271 (Apr. 24, 2014)
Expert Commentary on Rating Agencies, Dec. 6, 2011
Introduction to the Symposium: Self and Other: Cognitive Perspectives on Trust, Empathy and the Self, 9 Minnesota Journal of Law, Science & Technology 637 (2008)
Introduction, 77 Chicago-Kent Law Review 3 (2002) (Symposium: Theory Informs Business Practice) (symposium issue editor)
Institute for Law and Rationality
Associate Director
Institute for Law and Economics