John C. Coates

Professor (Harvard Law School)

John Coates is the John F. Cogan, Jr. Professor of Law and Economics at Harvard Law School, and Research Director of the Program on the Legal Profession. Before joining Harvard, he was a partner at Wachtell, Lipton, Rosen & Katz, specializing in financial institutions and M&A. He has testified before Congress and provided consulting services to the U.S. Department of Justice, the U.S. Department of Treasury, the New York Stock Exchange, and participants in the financial markets, including individuals, mutual funds, hedge funds, investment banks, commercial banks, and private equity funds. In addition, he served as independent distribution consultant for the Securities and Exchange Commission in two "Fair Fund" distributions to investors - including one of the first distributions (of $50 million relating to an enforcement action regarding payment for order flow), and one of the largest distributions (of $306 million relating to enforcement actions regarding market timing and late trading). He has also served as an independent representative of individual and institutional clients of institutional trustees and money managers.

Representative Publications

  1. A Buy-Side Model of M&A Lockups: Theory and Evidence

    Guhan Subramanian and John C. Coates

    Keywords: Theory; Mergers and Acquisitions;

    Citation:

    Subramanian, Guhan, and John C. Coates. "A Buy-Side Model of M&A Lockups: Theory and Evidence." Stanford Law Review 53, no. 2 (November 2000): 307–396. (Selected by academics as one of the 'top ten' articles in corporate/securities law for 2001, out of 300 articles published in that year.) View Details
  2. Ownership, Takeovers and EU Law: How Contestable Should EU Corporations Be?

    John C. Coates and Eddy Wymeersch

    Citation:

    Coates, John C., and Eddy Wymeersch. "Ownership, Takeovers and EU Law: How Contestable Should EU Corporations Be?" In Reforming Company and Takeover Law in Europe, edited by Guido Ferrarini, Klaus J. Hopt, Jaap Winter, and Eddy Wymeersch. Oxford University Press, 2004. View Details
  3. SOX after Ten Years: A Multidisciplinary Review

    John C. Coates and Suraj Srinivasan

    We review and assess research findings from 120 papers in accounting, finance, and law to evaluate the impact of the Sarbanes-Oxley Act. We describe significant developments in how the Act was implemented and find that despite severe criticism, the Act and institutions it created have survived almost intact since enactment. We report survey findings from informed parties that suggest that the Act has produced financial reporting benefits. While the direct costs of the Act were substantial and fell disproportionately on smaller companies, costs have fallen over time and in response to changes in its implementation. Research about indirect costs such as loss of risk taking in the U.S. is inconclusive. The evidence for and social welfare implications of claimed effects such as fewer IPOs or loss of foreign listings are unclear. Financial reporting quality appears to have gone up after SOX but research on causal attribution is weak. On balance, research on the Act's net social welfare remains inconclusive. We end by outlining challenges facing research in this area, and propose an agenda for better modeling costs and benefits of financial regulation.

    Keywords: Laws and Statutes;

    Citation:

    Coates, John C., and Suraj Srinivasan. "SOX after Ten Years: A Multidisciplinary Review." John M. Olin Center for Law, Economics, and Business Discussion Paper, No. 758, May 2014. View Details
  4. What Courses Should Law Students Take?: Harvard's Largest Employers Weigh In

    John C. Coates, Jesse M. Fried and Kathryn E. Spier

    We report the results of an online survey, conducted on behalf of Harvard Law School, of 124 practicing attorneys at major law firms. The survey had two main objectives: (1) to assist students in selecting courses by providing them with data about the relative importance of courses and (2) to provide faculty with information about how to improve the curriculum and best advise students. The most salient result is that students were strongly advised to study accounting and financial statement analysis, as well as corporate finance. These subject areas were viewed as particularly valuable, not only for corporate/transactional lawyers, but also for litigators. Intriguingly, non-traditional courses and skills, such as business strategy and teamwork, are seen as more important than many traditional courses and skills.

    Keywords: Curriculum and Courses; Law; Higher Education;

    Citation:

    Coates, John C., Jesse M. Fried, and Kathryn E. Spier. "What Courses Should Law Students Take? Harvard's Largest Employers Weigh In." Harvard Law School Program on the Legal Profession Research Paper, No. 2014-12. View Details
  5. Thirty Years of Evolution in the Roles of Institutional Investors in Corporate Governance

    John C. Coates

    This chapter presents evidence that shifts in the composition and roles of institutions have been at least as important, if not more so, than aggregate increases in institutional ownership. Over the past 30 years, institutions have come to play more varied roles in governance, due to increased specialization in institutional forms and functions, and particularly an increase in "layers” of institutions—namely, institutions owning institutions. Increased shareholder power has been driven less by concentration (which would imply a general increase in institutional shareholder power) than by market-driven improvements in the technology of activism, growth in the number and sophistication of institutional investor agents, and increased complexity in the relationships among institutions (all of which imply that some institutions have important roles in governance, while others do not). The sharpest increases in institutional ownership have been at the extremes of institutional activism, from the least active (index firms and exchange-traded funds (ETFs)) to the most active (private equity (PE) funds and hedge funds). Older institutional forms (pension funds, non-indexed mutual funds, and insurance companies) have deepened and broadened their ownership of US public companies, shifting from large-cap liquid companies where dispersion is severe, to smaller-cap companies where ownership structures are more likely to prevent even the most active institutions from exerting more than a modest direct influence through normal shareholder governance channels.

    Citation:

    Coates, John C. "Thirty Years of Evolution in the Roles of Institutional Investors in Corporate Governance." In Research Handbook on Shareholder Power, edited by Jennifer Hill and Randall Thomas, 79–98. Edward Elgar Publishing, 2015. View Details