James D. Cox
Brainerd Currie Distinguished Professor of Law
James D. Cox, the Brainerd Currie Professor of Law, specializes in the areas of corporate and securities law. In addition to his texts, Financial Information, Accounting and the Law; Corporations and Other Business Organizations; Cases and Materials (with Eisenberg) and Securities Regulations Cases and Materials (with Hillman & Langevoort) and his multi-volume treatise Cox and Hazen on Corporations, he has published extensively in the areas of market regulation and corporate governance, and has testified before the U.S. House and Senate on insider trading, class actions, and market reform issues.
Cox’s memberships have included the American Law Institute, the ABA Committee on Corporate Laws, the NYSE Legal Advisory Committee, the NASD Legal Advisory Board, and the Fulbright Law Discipline Review Committee. In 2009, he was appointed to the Bipartisan Policy Center's credit rating agency task force and most recently was a member of the Center’s Capital Market Task Force. Since 2009 he has been a member of the Standing Advisory Group for the Public Company Accounting Oversight Board. In 2001 he was awarded an Honorary Doctorate of Mercature from the University of Southern Denmark for his work in international securities law. Cox and Hazen on Corporations won the Association of American Publishers National Book Award for Best New Professional/Scholarly Legal Book for 1995. He served as a member of the corporate law drafting committees in California (1977-80) and North Carolina (1984-93).
Cox joined the Duke Law faculty in 1979 after teaching at the law schools of Boston University, the University of San Francisco, the University of California, Hastings College of the Law, and Stanford. During the 1988-89 academic year he was a Senior Research Fulbright Fellow at the University of Sydney. He earned his B.S. from Arizona State University and law degrees at the University of California, Hastings College of the Law (J.D.) and Harvard Law School (LL.M.)
Current Appointments & Affiliations
- Brainerd Currie Distinguished Professor of Law, Law School, Duke University 2000
- Professor of Law, Law School, Duke University 1979
Contact Information
- Duke Law School 210 Science Dr, Duke Box 90362, Durham, NC 27708
- Duke Law School Room 4184, Duke Box 90362, Durham, NC 27708-0360
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cox@law.duke.edu
(919) 613-7056
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See the Duke Law profile page
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View this faculty member's publications on the Duke Law web site
- Background
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Education, Training, & Certifications
- LL.M., Harvard University 1971
- J.D., University of California - Los Angeles 1969
- B.S., Arizona State University 1966
- Recognition
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In the News
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FEB 8, 2021 School of Law -
JUN 13, 2016 The New York Times -
APR 1, 2016 Marketplace -
DEC 28, 2015 Bloomberg Businessweek -
DEC 22, 2015 The Wall Street Journal -
NOV 13, 2015 St. Louis Post-Dispatch -
SEP 11, 2015 The Washington Post -
MAY 15, 2015 NPR’s “Morning Edition” -
MAR 11, 2015 The New York Times -
FEB 4, 2015 San Francisco Chronicle, AP -
DEC 23, 2014 The News & Observer -
OCT 7, 2014 The Washington Post
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- Expertise
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Global Scholarship
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Expertise
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- Research
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Selected Grants
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External Relationships
- West Academic Press, thompson reuters and aspin publishing
- Publications & Artistic Works
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Selected Publications
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Books
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Cox, J., J. Choper, and M. Eisenberg. Corporations. West Academic, 2021.Link to Item
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Cox, J., R. Hillman, D. Langevoort, and A. Lipton. Securities Regulation: Cases and Materials. Aspen Law & Business, Wolters Kluwer 2013-, 2021.Link to Item
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Cox, J., and T. Hazen. Business Organizations Law. West Academic Publishing, 2020.Link to Item
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Cox, J. Business Organizations: Cases and Materials. Foundation Press, 2019.Link to Item
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Cox, J., and T. Hazen. Corporation Law. American Bar Association, 2012.Link to Item
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Cox, J., and M. Eisenberg. Corporations and Other Business Organizations: Cases and Materials. Foundation Press, 2011.Link to Item
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Cox, J., and T. Hazen. The Law of Corporations. West/Thomson Reuters, 2010.Link to Item
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Cox, J. Corporations, 2004.Link to Item
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Cox, J. Corporations. Aspen, 2003.
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Cox, J., and T. Hazen. Cox & Hazen on Corporations: Including Unincorporated Forms of Doing Business. Aspen Publishers, 2003.Link to Item
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Cox, J. Corporations. Aspen Law & Business, 1997.Link to Item
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Cox, J. Corporations. Aspen Law & Business, 1995.Link to Item
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Cox, J. Sum and Substance of Corporations. Center for Creative Educational Services, 1988.Link to Item
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Cox, J. Josephson's Essential Principles of Corporations. Josephson Center for Creative Educational Services, 1982.Link to Item
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Cox, J. Financial Information, Accounting, and the Law: Cases and Materials. Little Brown, 1980.Link to Item
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Academic Articles
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Cox, J., and R. Thomas. “A Revised Monitoring Model Confronts Today's Movement Toward Managerialism.” Texas Law Review 99, no. 7 (2021): 1275–1307.Link to Item
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Cox, J., and R. Thomas. “The SEC's Shareholder Proposal Rule: Creating a Corporate Public Square.” Columbia Business Law Review 2021, no. 3 (2021): 1147–98.Link to Item
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Cox, J., and R. Thomas. “Resisting the Return to Managerialism: Institutionalizing the Shareholder Voice in the Monitoring Model (In preparation),” 2020.Link to Item
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Cox, J., K. Martin, and R. Thomas. “The Paradox of Delaware's 'Tools at Hand' Doctrine: An Empirical Investigation.” Business Lawyer 75, no. 3 (2020): 2123–72.Link to Item
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Cox, J., T. Mondino, and R. Thomas. “Understanding the (Ir)Relevance of Shareholder Votes on M&A Deals.” Duke Law Journal 69, no. 3 (2019): 503–82.Link to Item
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Cox, J., and F. Partnoy. “Introduction: Professor Randall Thomas's Depolarizing and Neutral Approach to Shareholder Rights.” Vanderbilt Law Review 72, no. 6 (2019): 1755–75.
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Cox, J., and R. Thomas. “Revolving Elites: The Unexplored Risk of Capturing the SEC.” Georgetown Law Journal 107, no. 4 (2019): 845–921.Link to Item
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Cox, J. “Seeking an Objective for Regulating Insider Trading Through Texas Gulf Sulphur.” Smu Law Review 71, no. 3 (2018): 697–711.Link to Item
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Cox, J., D. Amiram, Z. Bozanic, Q. Dupont, J. Karpoff, and R. Sloan. “Financial Reporting Fraud and Other Forms of Misconduct: A Multidisciplinary Review of the Literature.” Review of Accounting Studies 23, no. 2 (2018): 732–83.
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Cox, J., and R. Thomas. “Delaware's Retreat: Exploring Developing Fissures and Tectonic Shifts in Delaware Corporate Law.” Delaware Journal of Corporate Law 42, no. 2 (2018): 323–89.Link to Item
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Cox, J. “How Understanding the Nature of Corporate Norms Can Prevent Their Destruction by Settlements.” Duke Law Journal 66 (2016): 501–34.Link to Item
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Cox, J., F. Ferri, C. Honigsberg, and R. Thomas. “Quieting the Shareholders' Voice: Empirical Evidence of Pervasive Bundling in Proxy Solicitations.” Southern California Law Review 89, no. 6 (2016): 1175–1238.Link to Item
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Cox, J., and R. Thomas. “Corporate Darwinism: Disciplining Managers in a World with Weak Shareholder Litigation.” North Carolina Law Review 95, no. 1 (2016): 19–66.Link to Item
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Cox, J. D., and S. L. Schwarcz. “Foreword: The administrative law of financial regulation.” Law and Contemporary Problems 78, no. 3 (January 1, 2015): i.
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Cox, J. “Iterative Regulation of Securities Markets After Business Roundtable: A Principles-Based Approach.” Law & Contemporary Problems 78, no. 3 (2015): 25–45.Link to Item
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Cox, J. “Corporate Law and the Limits of Private Ordering.” Washington University Law Review 93, no. 2 (2015): 257–92.Link to Item
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Cox, J. “"We're Cool" Statements After Omnicare: Securities Fraud Suits for Failures to Comply with the Law.” Smu Law Review 68 (2015): 716–26.Link to Item
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Cox, J., and R. Thomas. “Addressing Agency Costs Through Private Litigation in the U.S.: Tensions, Disappointments, and Substitutes (In preparation),” 2015.Link to Item
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Cox, J., and S. Schwarcz. “Foreword.” Law & Contemporary Problems 78, no. 3 (2015): i–v.Open Access Copy Link to Item
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Cox, J. “Who Can't Raise Capital? The Scylla and Charybdis of Capital Formation.” Kentucky Law Journal 102 (2014): 1–16.Link to Item
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Cox, J. “Understanding Causation in Private Securities Lawsuits: Building on Amgen.” Vanderbilt Law Review 66 (2013): 1719–53.Link to Item
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Cox, J. “Fraud on the Market After Amgen.” Duke Journal of Constitutional Law & Public Policy 9 (2013): 1–30.Link to Item
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Cox, J. “Strengthening Financial Reporting: An Essay on Expanding the Auditor's Opinion Letter.” George Washington Law Review 81 (2013): 1037–62.Link to Item
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Cox, J. “Stepping Back: US Congress Deregulates Its Securities Law.” Australian Law Journal 86 (2012): 370–74.
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Cox, J. “Foreword: Access to Justice.” Law & Contemporary Problems 75 (2012): i–iv.Link to Item
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Cox, J., and B. Baucom. “The Emperor Has No Clothes: Confronting the D.C. Circuit's Usurpation of SEC Rulemaking Authority.” Texas Law Review 90 (2012): 1811–47.Link to Item
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Cox, J. “The Paradoxes of Dodd-Frank.” Australian Law Journal 85 (2011): 210–13.Link to Item
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Cox, J. “Securities Class Actions as Public Law.” University of Pennsylvania Law Review Pennumbra 160 (2011): 73–85.Link to Item
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Cox, J., and H. Wander. “Foreword: The Model Business Corporation Act at Sixty.” Law & Contemporary Problems 74 (2011): i–vi.Link to Item
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Cox, J., M. Bradley, and M. Gulati. “The Market Reaction to Legal Shocks and Their Antidotes: Lessons From The Sovereign Debt Market.” Journal of Legal Studies 39 (2010): 289–324.Link to Item
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Cox, J., R. Thomas, and L. Bai. “Lying and Getting Caught: An Empirical Study of the Effect of Securities Class Action Settlements on Targeted Firms.” University of Pennsylvania Law Review 158 (2010): 1877–1914.Link to Item
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Cox, J., and R. Thomas. “Mapping the American Shareholder Litigation Experience: A Survey of Empirical Studies of the Enforcement of the U.S. Securities Law.” European Company & Financial Law Review 6 (2010): 164–203.Link to Item
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Gulati, M., M. Bradley, and J. Cox. “The Market Reaction to Legal Shocks and Their Antidotes: Lessons From The Sovereign Debt Market.” Journal of Legal Studies 39 (2010): 289–324.Link to Item
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Cox, J. “Coping in a Global Marketplace: Survival Strategies for a 75-Year-Old SEC.” Virginia Law Review 95 (2009): 941–87.Link to Item
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Cox, J. “Reinventing the SEC by Staring Into Its Past.” University of Cincinnati Law Review 78 (2009): 459–71.Link to Item
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Cox, J., R. Thomas, and L. Bai. “Do Differences in Pleading Standards Cause Forum Shopping in Securities Class Actions?: Doctrinal and Empirical Analyses.” Wisconsin Law Review 2009 (2009): 421–53.Link to Item
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Cox, J. “Financial Regulation in a Global Market Place: Report of the Duke Global Capital Markets Roundtable.” Duke Journal of Comparative & International Law 18 (2008): 239–52.Link to Item
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Cox, J., R. Thomas, and L. Bai. “There Are Plaintiffs and ... There Are Plaintiffs: An Empirical Analysis of Securities Class Action Settlements.” Vanderbilt Law Review 61 (2008): 355–86.Link to Item
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Beale, S., J. Cox, S. Benjamin, and G. Christie. “In Appreciation: Katharine T. Bartlett.” Duke Law Journal 56 (2007): i–xii.Link to Item
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Cox, J. “New Wind Blows Across US Securities Regulatory Landscape.” Australian Law Journal 81 (2007): 297–301.
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Cox, J. “SOX Gets a Bad Rap.” Executive Counsel 4 (2007): 42.
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Cox, J., S. Benjamin, G. Christie, and S. Beale. “In Appreciation: Katharine T. Bartlett.” Duke Law Journal 56 (2007): i–xii.Link to Item
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Cox, J. “The Role Of Empirical Evidence In Evaluating The Wisdom Of The Sarbanes-Oxley Act.” University of San Francisco Law Review 40 (2006): 823–44.Link to Item
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Cox, J., and R. Thomas. “Does the Plaintiff Matter?: An Empirical Analysis of Lead Plaintiffs in Securities Class Actions.” Columbia Law Review 106 (2006): 1587–1640.Link to Item
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Cox, J. “Reforming the Regulation of Public Offerings of Securities in the United States.” Australian Law Journal 79 (2005): 413–16.
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Cox, J., and R. Thomas. “Public and Private Enforcement of the Securities Laws: Have Things Changed Since Enron?” Notre Dame Law Review 80 (2005): 893–907.Link to Item
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Cox, J., and R. Thomas. “Letting Billions Slip Through Your Fingers: Empirical Evidence and Legal Implications of the Failure of Financial Institutions To Participate in Securities Class Action Settlements.” Stanford Law Review 58 (2005): 411–54.Link to Item
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Cox, J., and J. Payne. “Mutual Fund Expense Disclosures: A Behavioral Perspective.” Washington University Law Quarterly 83 (2005): 907–38.Link to Item
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Cox, J., R. Thomas, and D. Kiku. “SEC Enforcement Heuristics: An Empirical Inquiry.” Duke Law Journal 53 (2004): 737–80.Link to Item
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Cox, J. “Managing and Monitoring Conflicts of Interest: Empowering the Outside Directors With Independent Counsel.” Villlanova Law Review 48 (2003): 1077–95.Link to Item
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Cox, J. “United States Securities Laws Enter New Terrain: Corporate Governance and Attorney Responsibilities After Sarbanes-Oxley.” Australian Law Journal 77 (2003): 293–98.
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Cox, J. “Reforming the Culture of Financial Reporting: The PCAOB and the Metrics for Accounting Measurements.” Washington University Law Quarterly 81 (2003): 301–27.Link to Item
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Cox, J. “The Paradoxical Corporate and Securities Law Implications of Counsel Serving on the Client's Board.” Washington University Law Quarterly 80 (2002): 541–67.Link to Item
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Cox, J., and R. Thomas. “Leaving Money on the Table: Do Institutional Investors Fail to File Claims in Securities Class Actions?” Washington University Law Quarterly 80 (2002): 855.Link to Item
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Cox, J. “United States Introduces Fair Disclosure and Insider Trading Reforms.” Australian Law Journal 75 (2001): 286.
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Cox, J. “Brands vs. Generics: Self-Regulation by Competitors.” Columbia Business Law Review 2000 (2000): 15.Link to Item
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Cox, J. “Premises for Reforming the Regulation of Securities Offerings: An Essay.” Law & Contemporary Problems 63 (2000): 11–44.Link to Item
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Cox, J., and E. Greene. “Summary of Roundtable Discussions Regarding The Future Content of the U.S. Securities Laws.” Law & Contemporary Problems 63 (2000): 3.Link to Item
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Cox, J. “The Social Meaning of Shareholder Suits.” Brooklyn Law Review 65 (1999): 3.Link to Item
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Cox, J. “Regulatory Duopoly for U.S. Securities Markets.” Columbia Law Review 99 (1999): 1200.Link to Item
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Cox, J. “Globalization's Challenges to the United States Securities Laws.” Canterbury Law Review 7 (1998): 5.Link to Item
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Cox, J. “United States v. O'Hagan: Completing the Insider Trading Mosaic.” Australian Law Journal 72 (1998): 412.
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Cox, J. “Choice of Law Rules for International Securities Transactions?” University of Cincinnati Law Review 66 (1998): 1179.Link to Item
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Cox, J. “Making Securities Fraud Class Actions Virtuous.” Arizona Law Review 39 (1998): 497.Link to Item
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Cox, J. “Private Litigation and the Deterrence of Corporate Misconduct.” Law & Contemporary Problems, 1997, 1.Link to Item
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Cox, J. “Equal Treatment for Shareholders: An Essay.” Cardozo Law Review 19 (1997): 615.Link to Item
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Cox, J., and B. Woods. “Piercing the Corporate Veil in Limited Liability Companies.” Limited Liability Corporation Journal 4 (1997): 24.
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Cox, J. “The Fundamentals of an Electronic-Based Federal Securities Act.” Washington University Law Quarterly 75 (1997): 857.Link to Item
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Cox, J. “Just Deserts for Accountants and Attorneys After Bank of Denver.” Arizona Law Review 38 (1997): 519.Link to Item
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Cox, J. “Regulatory Competition in Securities Markets: An Approach for Reconciling Japanese and United States Disclosure Philosophies.” Hastings International and Comparative Law Review 16 (1993): 149.Link to Item
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Cox, J. “The ALI, Insitutionalization and Disclosure: The Quest for the Outside Director's Spine.” George Washington Law Review 61 (1993): 1233.Link to Item
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COX, J. D. “INTERNATIONAL REGULATORY COMPETITION AND THE SECURITIES-LAWS - FOREWORD.” Law and Contemporary Problems 55, no. 4 (September 1, 1992): 1–5.Link to Item
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Cox, J. “Foreword (Symposium on International Regulatory Competition and the Securities Laws).” Law & Contemporary Problems, 1992, 1.Link to Item
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Cox, J. “Rethinking U.S. Securities Laws in the Shadow of International Regulatory Competition.” Law & Contemporary Problems, 1992.Link to Item
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Cox, J., and N. Clausen. “The Monitoring Duties of Directors Under the EC Directives: A View from the United States Experience.” Duke Journal of Comparative & International Law 2 (1992): 29.Link to Item
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Cox, J. “An Economic Perspective of Insider Trading Regulation and Enforcement in New Zealand.” Canterbury Law Review 4 (1990): 268.
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Cox, J. “Book Review.” Trial, no. December (1990): 50.
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Cox, J. “An Outsider's Perspective of Insider Trading Regulation in Australia.” Sydney Law Review 12 (1990): 455.Link to Item
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Cox, J. “Changing Perceptions into Reality: Fiduciary Standards to Match the American Directors' Monitoring Function.” Bond Law Review 1 (1989): 218–32.Link to Item
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Cox, J. “Insider Trading: Regulation of Activity is "In Trouble".” Trial, 1988, 22.
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Cox, J. “Choices: Paving the Road Toward a "Definition" of Insider Trading.” Alabama Law Review 39 (1988): 381.Link to Item
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Cox, J. “Heroes in the Law: Alford v. Shaw.” North Carolina Law Review 66 (1988): 565.Link to Item
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Cox, J. “Insider Trading and Contracting: "A Critical Response to the Chicago School".” Duke Law Journal 1986 (1986): 628.Link to Item
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Cox, J. “Insider Trading Regulation and the Production of Information: Theory and Evidence.” Washington University Law Quarterly 64 (1986): 475.Link to Item
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Cox, J., and H. Munsinger. “Bias in the Boardroom: Psychological Foundations and Legal Implications of Corporate Cohesion.” Law & Contemporary Problems, 1985, 83.Link to Item
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Cox, J. “Swenson v. Thibaut: Framework for Protecting the Corporate Interest.” Notes Bearing Interest, 1984, 6.
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Cox, J. “Compensation, Deterrence, and the Market as Boundaries for Derivative Suit Procedures.” George Washington Law Review 52 (1984): 745.Link to Item
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Cox, J., and S. Schwartz. “The Business Judgment Rule in the Context of Termination of Derivative Suits by Independent Committees.” North Carolina Law Review 61 (1983): 541.
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Cox, J. “Searching for the Corporation's Voice in Derivative Suit Litigation: A Critique of Zapata and the ALI Project.” Duke Law Journal 1982 (1982): 959.Link to Item
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Cox, J. “Convertible Debentures and Corporate Freezeouts.” Corporation Law Review 3 (1980): 342.
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Cox, J. “Minority Plebiscites in Merger Freezeouts.” Corporation Law Review 2 (1979): 142.
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Cox, J. “Disclosure of Information Unrelated to Decision-Making.” Corporation Law Review 1 (1978): 148.
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Cox, J. “The Emerging Definition of "Irreparable Harm" Under the Williams Act.” Corporation Law Review 1 (1978): 339.
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Cox, J. “Synergy and the Payment of Premiums in Corporate Acquisitions.” Corporation Law Review 1 (1978): 48.
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Cox, J. “Ernst & Ernst v. Hochfelder: A Critique and an Evaluation of Its Impact upon the Scheme of the Federal Securities Law.” Hastings Law Journal 28 (1977): 569.Link to Item
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Cox, J. “Fraud is in the Eyes of the Beholder: Rule 10b-5's Application to Acts of Corporate Mismanagement.” New York University Law Review 47 (1975): 674.Link to Item
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Book Sections
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Cox, J. “Addressing the “Baseless” Shareholder Suit: Mechanisms and Consequences.” In Research Handbook on Representative Shareholder Litigation, 121–39. Edward Elgar Publishing, 2018.
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Cox, J., and R. Thomas. “The Evolution in the U.S. of Private Enforcement via Litigation and Monitoring Techniques: Are There Lessons for Germany?” In The Oxford Handbook of Corporate Law and Governance, 906–27. Oxford University Press, 2018.
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Cox, J., and R. Thomas. “Curbing Managerial Agency Costs: Private Litigation and Its Substitutes in the US.” In Enforcement of Corporate and Securities Law: China and the World, 221–40. Oxford University Press, 2017.
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Cox, J. “Tweaking Governance for Small Companies after Dodd-Frank.” In Perspectives in Financing Innovation, 247–54, 2015.
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Cox, J. “Whose Law Is It? Battling Over Turf in Shareholder Litigation.” In Research Handbook on Shareholder Power, 333–49. Edward Elgar Publishing, 2015.Link to Item
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Cox, J. “Extraterritorial Reach of the US Financial Laws.” In Financial Regulation and Supervision: A Post-Crisis Analysis, 445–69, 2012.
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Cox, J. “How Delaware Law Can Support Better Corporate Governance.” In Perspectives on Corporate Governance, 335–50, 2010.
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Cox, J. “Fair Pay for Chief Executive Officers: Maximizing Firm Value by Minimizing Income Disparity.” In Law and Class in America: Trends Since the End of the Cold War, 99–119, 2006.Link to Item
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Cox, J. “The Oligopolistic Gatekeeper: The U.S. Accounting Profession.” In After Enron: Improving Corporate Law and Modernising Securities Regulation in Europe and the U.S., 295–342, 2006.Link to Item
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Cox, J. “Corporate Governance in the United States: The Evolving Role of the Independent Board.” In Corporate Governance: An Asia-Pacific Critique, 379–408, 2002.
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Cox, J. “Addressing Fraudulent Practices Within the Framework of the United States Securities Laws.” In Essays on Insider Trading and Securities Regulation, 1997.
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Cox, J. “An Economic and American Perspective on Insider Trading Regulation in Australia and New Zealand.” In Securities Regulation in Australia & New Zealand, 1995.
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Cox, J. “Challenging the Jurisdictional Assumptions Underlying the Broad Application of the Registration Requirements of America's Securities Act.” In International Securities Regulation, 1991.
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Other Articles
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Cox, J. “Will It Float?: The Legitimacy of the SEC’s Authority for Climate Risk Disclosures.” Cls Blue Sky Blog, 2022.
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Cox, J., M. Hafstead, W. Pizer, and J. Aldy. “Will the SEC’s Proposed Climate Disclosure Rule Come Up against Legal and Economic Challenges?” Resources, 2022.
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Cox, J. “The Criminalization of Insider Trading.” Duke Law Magazine, 1988.
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- Teaching & Mentoring
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Recent Courses
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