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Brian Broughman

Professor of Law

Brian Broughman’s research focuses on corporate governance and financial contracting, particularly in startup firms financed by venture capital. Professor Broughman entered the legal academy after earning his Ph.D. in jurisprudence and social policy at the University of California, Berkeley, where his dissertation examined how governance arrangements mitigate the risk of opportunistic conduct between business founders and venture capital investors. His research also includes empirical studies related to mergers and acquisitions, shareholder voting, founder control rights, and the dominance of Delaware corporate law nationwide. Broughman’s work has been published in law reviews and peer-reviewed journals, including the Journal of Financial Economics, Journal of Law and Economics, Journal of Legal Studies and Journal of Corporate Finance.

Before joining Vanderbilt’s law faculty, Broughman taught for 11 years at the Indiana University Maurer School of Law in Bloomington, where he also served for two years as associate dean for research. He has been a visiting professor at the University of Pennsylvania Law School and at the University of Southern California Gould School of Law. He practiced corporate law in Chicago immediately after earning his J.D. from the University of Michigan.

Research Interests

Venture capital, corporate finance, mergers and acquisitions, financial contract design, corporate governance

Representative Publications

  • "Do Founders Control Startup Firms that Go Public?" 10 Harvard Business Law Review 49 (2020) (with Jesse Fried)
    Full Text | SSRN
  • "Merger Negotiations in the Shadow of Judicial Appraisal," 62 Journal of Law and Economics 281 (2019) (with Audra Boone and Antonio Macias)
    Full Text | SSRN
  • “Shareholder Decision Rights in Acquisitions: Evidence from Tender Offers,” 53 Journal of Corporate Finance 225 (2018) (with Audra Boone and Antonio Macias)
    Full Text | SSRN
  • "CEO Side-Payments in M&A Deals,” 2017 Brigham Young University Law Review 67 (2017)
    Full Text | SSRN
  • “After the Override: An Empirical Analysis of Shadow Precedent,” 46 Journal of Legal Studies 51 (2017) (with Deborah Widiss)
    Full Text | SSRN
  • “Delaware Law as Lingua Franca: Theory and Evidence,” 57 Journal of Law and Economics 865 (2014) (with Jesse Fried and Darian Ibrahim)
    Full Text | SSRN
  • “Carrots & Sticks: How VCs Induce Entrepreneurial Teams to Sell Startups,” 98 Cornell Law Review 1319 (2013) (with Jesse Fried)
    Full Text | SSRN
  • “Do VCs Use Inside Rounds to Dilute Founders? Some Evidence from Silicon Valley,” 18 Journal of Corporate Finance 1104 (2012) (with Jesse Fried)
    Full Text | SSRN
  • “Renegotiation of Cash Flow Rights in the Sale of VC-Backed Firms,” 95 Journal of Financial Economics 384 (2010) (with Jesse Fried)
    Full Text | SSRN
  • “The Role of Independent Directors in Startup Firms,” 2010 Utah Law Review 461 (2010)
    Full Text | SSRN