Henry T. C. Hu

Professor Henry T. C. Hu holds the Allan Shivers Chair in the Law of Banking and Finance at the University of Texas Law School. Learn more in this 2025 profile: Meet Henry Hu. He teaches corporate law, modern finance and corporate governance, and securities regulation. He has also taught them at Harvard Law School, where he was the Bruce W. Nichols Visiting Professor of Law. His research and period of public service have largely focused on financial innovation running up against: (a) foundational, seemingly timeless, principles of corporate governance and corporate finance; and (b) banking and securities regulatory frameworks built for simpler times.

A 1989 article showed how the modern process of financial innovation would strain the pioneering 1988 Basel Accord on bank capital adequacy and systemic risk. A 1993 Yale Law Journal article, Misunderstood Derivatives, was the first to show how factors such as compensation structures, cognitive biases, and the nature of financial science could cause sophisticated financial institutions to make mistakes with complex financial products. In recognition of a 1995 article on rethinking the corporate objective in a world with derivatives-based hedging, an exchange-traded index derivative introduced in 1996 was assigned the ticker symbol of "HUI"; today, the "HUI" (NYSE Arca Gold BUGS Index) is a major index for gold mining stocks. From 2006 through 2025, a series of sole- and lead co-authored articles offered and refined the first systematic analysis of "decoupling," and coined terms such as “empty voter” and “empty creditor” now in use worldwide. This decoupling research showed how hedge funds and others could deploy new financial products and strategies to quietly detach a shareholder's vote, or a creditor's rights, from the economic stake that legal doctrine, finance theory, and real world practice all assume lies behind them. This research was featured in a front-page Wall Street Journal story and stories in the Economist, Financial Times, and New York Times. Articles in 2012 and 2014 offered a rethinking of the classic "intermediary depiction" approach to disclosure used by the Securities and Exchange Commission (SEC), showing its inadequacies in conveying complex risks of certain financial products and TBTF banks (the "too complex to depict" problem). In 2018, he co-authored the first academic work to show the need for, or to offer, a regulatory framework for exchange-traded funds (ETFs). In 2023 and 2025, he was lead author of articles showing how transformative institutional investor changes cause surprising motivational misalignments in shareholder voting. His latest (2026) article is the first academic work on the law and economics of the “bitcoin treasury company” model.

Hu's research led to his serving as the founding Director of the SEC’s Division of Economic and Risk Analysis (2009-11), the first new Division at the SEC in 37 years. See, e.g., Kara Scannell, At SEC, Scholar Who Saw It Coming, Wall Street Journal, Jan. 25, 2010, at C1. He has chaired the Business Associations Section of the Association of American Law Schools and served on the Legal Advisory Board of the NASD (now FINRA), the Nasdaq Market Regulation Committee, and the Board of Trustees of the Center for American and International Law. The National Association of Corporate Directors has previously named him one of the 100 most influential people in corporate governance (the “Directorship 100”). He is on the Bretton Woods Committee and the editorial board of Oxford University Press's Capital Markets Law Journal and is a Life Member of the American Law Institute. Six of his law review articles were named to the annual “Top Ten” list of corporate/securities law articles list (based on peer polls). Hu received the Massey Prize for Research in Law, Innovation, and Capital Markets for his scholarly body of work in 2014. He has testified before Congress as an academic and on behalf of the SEC. He has consulted for major U.S. and non-U.S. law firms and governmental authorities on seminal matters.  

He holds a B.S. (Molecular Biophysics and Biochemistry), M.A. (Economics), and J.D., all from Yale. Sample Writings: Henry T. C. Hu, Swaps, the Modern Process of Financial Innovation and the Vulnerability of a Regulatory Paradigm, 138 University of Pennsylvania Law Review 333-435 (1989); Henry T. C. Hu, Misunderstood Derivatives: The Causes of Informational Failure and the Promise of Regulatory Incrementalism, 102 Yale Law Journal 1457-1513 (1993); Henry T. C. Hu, Hedging Expectations: "Derivative Reality" and the Law and Finance of the Corporate Objective, 73 Texas Law Review 985-1040 (1995); Faith and Magic: Investor Beliefs and Government Neutrality, 78 Texas Law Review 777-884 (2000); Henry T. C. Hu and Jay Lawrence Westbrook, Abolition of the Corporate Duty to Creditors, 107 Columbia Law Review 1321-1403 (2007); Henry T. C. Hu and Bernard Black, Equity and Debt Decoupling and Empty Voting II: Importance and Extensions, 156 University of Pennsylvania Law Review 625-739 (2008); Darrell Duffie and Henry T. C. Hu, Competing for a Share of Global Derivatives Markets: Trends and Policy Choices for the United States, draft at http://ssrn.com/abstract=1140869 (2008); Henry T. C. Hu and Bernard Black, Debt, Equity, and Hybrid Decoupling: Governance and Systemic Risk Implications, 14 European Financial Management 663-709 (2008); Henry T. C. Hu, 'Empty Creditors' and the Crisis--How Goldman's $7 billion was 'not material', Wall Street Journal, Apr. 10, 2009, at A13; Henry T. C. Hu and Terrance Odean, Paying for Old Age, New York Times, Feb. 26, 2011, at A19; Henry T. C. Hu, Too Complex to Depict? Innovation, "Pure Information," and the SEC Disclosure Paradigm, 90 Texas Law Review 1601-1715 (2012); Henry T. C. Hu, Efficient Markets and the Law: A Predictable Past and an Uncertain Future, 4 Annual Review of Financial Economics 179-214 (2012); Henry T. C. Hu, Systemic Risk and Financial Innovation: Towards a "Unified" Approach, in Quantifying Systemic Risk (Joseph G. Haubrich & Andrew W. Lo eds.; University of Chicago Press, 2013); Henry T. C. Hu, Disclosure Universes and Modes of Information: Banks, Innovation, and Divergent Regulatory Quests, 31 Yale Journal on Regulation 565-666 (2014); Henry T. C. Hu, Financial Innovation and Governance Mechanisms: The Evolution of Decoupling and Transparency, 70 Business Lawyer 347-405 (2015); Henry T. C. Hu and John D. Morley, A Regulatory Framework for Exchange-Traded Funds, 91 Southern California Law Review 839-941 (2018); Henry T. C. Hu, The $5tn ETF market that balances precariously on outdated rules, Financial Times, April 24, 2018, at 9; Henry T. C. Hu and John D. Morley, The SEC and Regulation of Exchange-Traded Funds: A Commendable Start and a Welcome Invitation, 92 Southern California Law Review 1155-1202 (2019); Henry Hu, Reform the credit default swap market to rein in abuses, Financial Times, Feb. 25, 2019, at 13; Henry T. C. Hu, The Disclosure Paradigm: Conventional Understandings and Modern Divergences in Prospectus Regulation and Prospectus Liability (Danny Busch, et al., eds.; Oxford University Press, 2020); Henry T. C. Hu, Governance and the Decoupling of Debt and Equity: The SEC Moves, 17 Capital Markets Law Journal 411-467 (2022); Henry T. C. Hu and Lawrence A. Hamermesh, Decoupling and Motivation: Re-Calibrating Standards of Fiduciary Review, Rethinking "Disinterested" Shareholder Decisions, and Deconstructing "De-SPACs," 78 Business Lawyer 999-1046 (2023); Henry T. C. Hu and Lawrence A. Hamermesh, Reconceptualizing Stockholder "Disinterestedness": Transformative Institutional Investor Changes and Motivational Misalignments in Voting, 80 Business Lawyer 311-412 (2025); Henry T. C. Hu, Strategy’s Bitcoin Treasury Model: Corporate Omphaloskepsis, Polypharmacy of Risk, and Shareholder and Societal Welfare, 51 Journal of Corporation Law 801-864 (June 2026), available at https://ssrn.com/abstract=6940658. The July 5, 2026 Harvard Law School Forum on Corporate Governance published a post on the foregoing 2026 article, available at https://corpgov.law.harvard.edu/2026/07/05/strategys-bitcoin-treasury-model-corporate-omphaloskepsis-polypharmacy-of-risk-and-shareholder-and-societal-welfare/.