Todd Henderson

M. Todd Henderson

Michael J. Marks Professor of Law

M. Todd Henderson is the Michael J. Marks Professor of Law at the University of Chicago Law School. Professor Henderson’s research interests include corporations, securities regulation, and law and economics. He has taught classes ranging from Banking Regulation to Torts to American Indian Law.

Professor Henderson received an engineering degree cum laude from Princeton University in 1993. He worked for several years designing and building dams in California before matriculating at the Law School. While at the Law School, Todd was an editor of the Law Review and captained the Law School's all-University champion intramural football team. He graduated magna cum laude in 1998 and was elected to the Order of the Coif. Following law school, Todd served as clerk to the Hon. Dennis Jacobs of the US Court of Appeals for the Second Circuit. He then practiced appellate litigation at Kirkland & Ellis in Washington, DC, and was an engagement manager at McKinsey & Company in Boston, where he specialized in counseling telecommunications and high-tech clients on business and regulatory strategy.


The University of Chicago Law School
JD with high honors, 1995-1998

  • Editor, University of Chicago Law Review
  • Order of the Coif

Princeton University
BSE in civil engineering & operations research, cum laude, 1989-1993

  • J. Rich Steers Award for Academic Excellence
  • Elected to Sigma Xi


The University of Chicago Law School
Michael J. Marks Professor of Law and Mark Claster Mamolen Research Scholar, 2015-present
Aaron Director Teaching Scholar, 2013 - 2015
Professor of Law, 2009 - 2014
Assistant Professor of Law, 2004 - 2009

Université de Paris Ouest Nanterre la Défense
Visiting Professor, 2016

University of California, Berkeley
Visiting Professor, 2014, 2015

University of Bergen Norway
Visiting Professor, 2012-present

Financial Industry Regulatory Authority, Inc. ("FINRA")
Member, National Adjudicatory Council, 2011-2014 

University of Genoa Italy
Fresco Endowed Professor of Law, summer 2011

University of California, Hastings School of Law
Roger J. Traynor Summer Professor in Corporate Law, 2011

McKinsey & Company Washington, D.C. and Boston, MA
Engagement Manager, 2001 - 2004

Kirkland & Ellis Washington, D.C.
Associate, Appellate Litigation, 1999 - 2001

Judge Dennis Jacobs, Second Cir. Ct. of Appeals New York, NY
Clerk, 1998 - 1999

Wachtell, Lipton, Rosen & Katz New York, NY
Summer Associate1996 and 1998

Department of Justice, Antitrust Division Dallas, TX
Summer Honors Program, 1997

Raytheon Engineers & Constructors Los Angeles, CA
Design Engineer, Eastside Reservoir Project, 1993 - 1995

Books (Author)

  • State of Shock (Down & Out Books, 2021).
  • The Trust Revolution: How the Digitization of Trust Will Revolutionize Business and Government (Cambridge University Press, 2019) (with Salen Churi).
  • Outsourcing the Board: How Board Service Providers Can Improve Corporate Governance (Cambridge University Press, 2018) (with Stephen Bainbridge).cu
  • Federal Securities Laws: Selected Statutes, Rules and Forms (2017-2018 ed.) (Foundation Press, 2017) (with John C. Coffee & Hillary Sale ).cu
  • Limited Liability: A Legal and Economic Analysis (Edward Elgar, 2016) (with Stephen Bainbridge).cu
  • Securities Regulation: Cases and Materials (13th ed.) (Foundation Press, 2015) (with John C. Coffee & Hillary Sale ).cu

Books (Editor)

  • The Cambridge Handbook of Classical Liberalism. (Cambridge University Press, forthcoming 2018).
  • The Cambridge Handbook of Classical Liberal Thought. (Cambridge University Press, 2018). cu

Journal Articles

  • "Congress's Commissioners," 38 Yale Journal on Regulation 175 (2021) (with Brian D. Feinstein). www
  • "A Regulatory Classification of Digital Assets: Towards an Operational Howey Test for Cryptocurrencies, ICOs, and Other Digital Assets," 2019 Columbia Business Law Review 443 (2019) (with Max Raskin). www
  • "Outsourcing the Board: A Rebuttal," 74 Business Lawyer 373 (2019). cu
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  • "A New Market-Based Approach to Securities Law," 85 University of Chicago Law Review 1313 (2018) (with Kevin S. Haeberle). cu
  • "Making a Market for Corporate Disclosure," 35 Yale Journal on Regulation 383 (2018) (with Kevin S. Haeberle). cu
  • "Taking Systemic Risk Seriously in Financial Regulation," 92 Indiana Law Journal 1559 (2017) (with James C. Spindler). cu
  • "Mining Manne's Vein," 12 Journal of Law, Economics and Policy 339 (2016). cu
  • "Information-Dissemination Law: The Regulation of How Market-Moving Information Is Revealed," 101 Cornell Law Review 1373 (2016) (with Kevin S. Haeberle). cu
  • "Offensive Disclosure: How Voluntary Disclosure Can Increase Returns from Insider Trading," 103 Georgetown Law Journal 1275 (2015) (with Alan Jagolinzer & Karl Muller). cu
  • "The Boundaries of 'Team' Production of Corporate Governance," 38 Seattle University Law Review 365 (2015) (with Anthony J. Casey). cu www
  • "Judicial Noncompliance with Mandatory Procedural Rules under the Private Securities Litigation Reform Act," 44 Journal of Legal Studies S87 (2015) (with William H. J. Hubbard). cu www
  • "Can Lawyers Stay in the Driver's Seat?," 38 International Review of Law and Economics 17 (2014) (with Daniel G. Currell). cu www
  • "Boards-R-Us: Reconceptualizing Corporate Boards," 66 Stanford Law Review 1051 (2014) (with Stephen Bainbridge). cu
  • "Regulation of GSEs, Administrative Law, and Fiduciary Duties," 10 New York University Journal of Law and Business 265 (2014) (with Charles Cooper & Troy Paredes & Mario J. Rizzo). cu www
  • "Reconceptualizing Corporate Boards," 35 Corporate Board 22 (2014) (with Stephen Bainbridge). cu
  • "Becoming a Fifth Branch," 99 Cornell Law Review 1 (2013) (with William A. Birdthistle). ssrn cu
  • "Reverse Regulatory Arbitrage: An Auction Approach to Regulatory Assignments," 98 Iowa Law Review 1895 (2013) (with Frederick Tung). cu
  • "Self-Regulation for the Mortgage Industry," 2013 University of Chicago Legal Forum 229 (2013). cu
  • "Becoming the Fifth Branch," 99 Cornell Law Review 2013 (2012) (with William A. Birdthistle). cu
  • "Voice and Exit in Health Care Policy," 17 Pathology Case Reviews 167 (2012). cu
  • "Pay for Regulator Performance," 85 University of Southern California Law Review 1003 (2012) (with Frederick Tung). cu
  • "Do Accounting Rules Matter? - The Dangerous Allure of Mark to Market," 36 Journal of Corporation Law 513 (2011) (with Richard A. Epstein). cu
  • "Insider Trading and CEO Pay," 64 Vanderbilt Law Review 505 (2011). cu
  • "Justifying Jones," 77 University of Chicago Law Review 1027 (2010). ssrn cu
  • "Predicting Crime," 52 Arizona Law Review 15 (2010) (with Justin Wolfers & Eric Zitzewitz). cu
  • "The Going Private Phenomenon: Causes and Implications," 76 University of Chicago Law Review 1 (2009) (with Richard A. Epstein). cu
  • Response, "The Impotence of Delaware's Taxes: A Response to Barzuza's 'Delaware's Compensation'", 95 Virginia Law Review In Brief 49 (2009). cu
  • "Credit Derivatives are Not Insurance," 16 Connecticut Insurance Law Journal 1 (2009). cu
  • "Two Visions of Corporate Law," 77 George Washington Law Review 708 (2009). cu
  • "The Nanny Corporation," 76 University of Chicago Law Review 1517 (2009). cu
  • "Corporate Philanthropy and the Market for Altruism," 109 Columbia Law Review 571 (2009) (with Anup Malani). ssrn cu
  • "One Hat Too Many - Investment Desegregation in Private Equity," 76 University of Chicago Law Review 45 (2009) (with William A. Birdthistle). ssrn cu
  • "Citing Fiction," 11 Green Bag 171 (2008). ssrn cu
  • "Other People's Money," 60 Stanford Law Review 1309 (2008) (with Douglas G. Baird). ssrn cu
  • "Deconstructing Duff and Phelps," 74 University of Chicago Law Review 1739 (2008). ssrn cu
  • "Prediction Markets for Corporate Governance," 82 University of Notre Dame Law Review 1343 (2007) (with Michael Abramowicz). ssrn cu
  • "Paying CEOs in Bankruptcy: Executive Compensation When Agency Costs Are Low," 101 Northwestern University Law Review 1543 (2007). ssrn cu
  • "From Seriatim to Consensus and Back Again: A Theory of Dissent," 2007 Supreme Court Review 283 (2007). cu
  • "The Influence of F.A. Hayek on Law: An Empirical Analysis," 1 New York University Journal of Law and Liberty 249 (2005). ssrn cu
  • "Corporate Heroin: A Defense of Perks, Executive Loans, and Conspicuous Consumption," 93 Georgetown Law Journal 1835 (2004) (with James C. Spindler). ssrn cu

Book Sections

  • "Second Best Is Good Enough: The Case of Jones v. Harris Associates," in Business and the Roberts Court, Jonathan Adler ed. (Oxford University Press, forthcoming).
  • "Alexander Hamilton's Legacy: The American Board of Directors," in Hamilton and the Law : Reading Today's Most Contentious Legal Issues Through the Hit Musical, Lisa A. Tucker ed. (Cornell University Press, 2020).
  • "Firms without Boards: Unleashing the Hayekian Firm," in Research Handbook on Austrian Law and Economics, Todd J. Zywicki & Peter J. Boettke eds. (Edward Elgar, 2017). cu
  • "Applying Coase to Corporate Boards," in Ronald H. Coase (University of Chicago Law School, 2014). cu
  • "The Changing Demand for Insider Trading Regulation," in Research Handbook on Insider Trading, Stephen Bainbridge ed. (Edward Elgar, 2013). cu
  • "Insider Trading and Executive Compensation: What We Can Learn from the Experience with Rule 10b5-1," in Research Handbook On Executive Pay, Jennifer G. Hill & Randall S. Thomas eds. (Edward Elgar, 2012). cu
  • "Everything Old Is New Again: Lessons from Dodge v. Ford Motor Company," in Corporate Law Stories (Foundation Press, 2009). cu

Working Papers

  • "Congress's Commissioners," (2019) (with Brian D. Feinstein). ssrn
  • "Congress's Commissioners," (2019) (with Brian D. Feinstein). ssrn
  • "CEO Traits and Firm Outcomes: Do Early Childhood Experiences Matter?," (2018) (with Irena Hutton). ssrn
  • "Making a Market for Corporate Disclosure," Coase-Sandor Working Paper Series in Law and Economics, No. 769 (2016) (with Kevin S. Haeberle). cu

Other Publications

  • "Opinion: Doable Reparations for Native Americans," Newsweek, October 2021 (with Jeremy Kidd). www
  • "Opinion: Fixing the Insider Trading Prohibition Act," The Hill, June 3, 2021 (with Lyle Roberts). www
  • "Opinion How To Deal With Corporate Wokeism," Newsweek, May 2021.
  • "Thanksgiving Is Worth Defending," Newsweek, November 2020. www
  • "Court-packing Is Unconstitutional," Newsweek, October 2020. www
  • "Opinion: Why It Is Risky to Have a Woke CEO," Newsweek, September 2020. www
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  • "Opinion: The Knowledge Problem in Illinois," Newsweek, August 2020. www
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  • "Native American Sovereignty Is No Liberal Triumph," Wall Street Journal, July 12, 2020. www
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  • "Populists Don’t Know Much About Private Equity," Wall Street Journal, June 30, 2020 (with Steven N. Kaplan). www
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  • "Should Federal Indian Law Be Textualist?," The Volokh Conspiracy, October 31, 2019 (with William Baude). www
  • "How Technology Will Revolutionize Public Trust," Wall Street Journal, October 17, 2019, at p. 1 (with Steven N. Kaplan). www
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  • "Making a Market for Corporate Disclosure," Yale Journal on Regulation: Notice & Comment, August 23, 2018 (with Kevin S. Haeberle). www
  • "Making a Market for Corporate Disclosure," CLS Blue Sky Blog, May 23, 2018 (with Kevin S. Haeberle). www
  • "Here’s What it Means to Obstruct Justice (and Yes, the President Can)," Fortune, December 6, 2017. www
  • "Want To Address Climate Change? Look To Business, Not Government," Forbes, December 6, 2017. www
  • "The Real Reason United Won't Be Fined for Dragging David Dao Off That Plane," Fortune, September 13, 2017. www
  • "Do Lawyers Make Better CEOs Than MBAs?," Harvard Business School Cases, August 24, 2017. www
  • "Index Funds Are Great for Investors, Risky for Corporate Governance," Wall Street Journal, June 23, 2017 (with Dorothy Shapiro Lund). www
  • "Making a Market for Corporate Disclosure," CLS Blue Sky Blog, March 7, 2017 (with Kevin S. Haeberle). www
  • "A Sneak Peek at Corporate Data—for a Fee," Wall Street Journal, July 24, 2016. www
  • "Why Lawyer Salaries Are Skyrocketing," Forbes, July 6, 2016. www
  • "Information-Dissemination Law: The Regulation of How Market-Moving Information Is Revealed," CLS Blue Sky Blog, May 19, 2016 (with Kevin S. Haeberle). www
  • "Time for a Change," Litigation, January Winter 2016.
  • "Boards-R-Us: Reconceptualizing Corporate Boards," HLS Forum on Corporate Governance and Financial Regulation, July 26, 2013. www
  • "Divestment and Financial Illiteracy," Huffington Post, May 21, 2013. www
  • "Reconceptualizing Corporate Boards," Regulation, Fall 2013. www
  • "Voice and Exit in Health Care Policy," Regulation, Spring 2013. www
  • "Paying Bank Examiners for Performance: Should Regulators Receive Bonuses for Effectively Guarding the Public Interest?," Regulation, April Spring 2012 (with Frederick Tung). ssrn cu
  • "What Kind of Health-Care Paternalism Do We Want?," Wall Street Journal, June 19, 2009, at p. 14.
  • "Voluntary Disclosures Regarding Insiders’ Rule 10b5-1 Trading Plans," HLS Forum on Corporate Governance and Financial Regulation, August 26, 2008. www
  • "Capitalism 2.0," Forbes Online, March 10, 2008 (with Anup Malani). www

"Anti-Safe Harbors"

"Bankruptcy for Competitive Advantage" (with Todd Zywicki)

"Capitalism 2.0"

"The Futility of Regulating Insider Trading: The Case of Rule 10b5-1 Trading Plans"

"Governance at Gunpoint: Plaintiffs' Lawyers as Corporate Reformers"

Memberships and Professional Affiliations

  • American Law and Economics Association
  • Bar admissions, Maryland and the District of Columbia