John Coates

John Coates is a professor at Harvard Law School and served as acting director of the Division of Corporation Finance at the SEC in 2021. He has published extensively on M&A law, executive compensation, corporate governance, and securities regulation. His paper "The Problem of Twelve" — about the concentration of corporate control in a small number of index fund managers — sparked debate about the systemic implications of passive investing. He also wrote influential early criticism of SPACs. Coates is known for bringing rigorous empirical analysis to corporate law questions. His empirical research on deal protection mechanisms in merger agreements — examining how target board behavior in negotiated transactions affects shareholder value outcomes — has informed both academic analysis and practitioner advice on optimal deal structure and the governance standards expected of boards when evaluating acquisition proposals.