David I. Walker

Professor of Law

Maurice Poch Faculty Research Scholar

BE summa cum laude, Vanderbilt University
JD magna cum laude, Harvard University

Areas of Interest
Corporate, Business & Transactional Law, Economics & Law, Tax Law
Contact
Biography

Professor David Walker is the recipient of BU Law’s Michael Melton Memorial Award for Teaching Excellence and Boston University’s Metcalf Award for Excellence in Teaching.His research lies at the intersection of taxation and corporate governance, with a particular focus on executive compensation. Recent projects include “A Tax Response to the Executive Pay Problem,” published in the Boston University Law Review, and “Evolving Executive Equity Compensation and the Limits of Optimal Contracting,” published in the Vanderbilt Law Review.

Professor Walker is a 1998 graduate of Harvard Law School and a recipient of Harvard’s John M. Olin Prize in Law and Economics. After graduation, he clerked for Judge Karen Nelson Moore of the US Court of Appeals for the Sixth Circuit, returned to Harvard Law School for a year as an Olin Fellow, and worked as an associate in the tax department at Ropes & Gray, where he had a general tax practice with an emphasis on executive compensation.

Prior to law school, Professor Walker enjoyed an interesting and varied career in the oil industry that included roles as a chemical engineer, crude oil trader, and assistant to the president of BP Oil Company, the US arm of British Petroleum. His undergraduate degree in chemical engineering is from Vanderbilt University.

Publications
  1. David Walker & Brian D. Galle, "Donor Reaction to Salient Disclosures of Nonprofit Executive Pay: A Regression-Discontinuity Approach," 45 Nonprofit and Voluntary Sector Quarterly 787 (2016).
  2. David Walker, "The Way We Pay Now: Understanding and Evaluating Performance-Based Executive Pay," 1 Journal of Law, Finance, and Accounting 395 (2016).
    Publisher
  3. David Walker & Brian D. Galle, "Nonprofit Executive Pay as an Agency Problem: Evidence from U.S. Colleges and Universities," Boston University Law Review 1881 (2014).
    SSRN | Publisher
  4. David Walker, "A Tax Response to the Executive Pay Problem," 92 Boston University Law Review 325 (2013).
  5. David Walker, "The Impact of Public Disclosure on Equity Dispositions by Corporate Managers," 112 Columbia Law Review Sidebar 101 (2012).
    Publisher
  6. David Walker, "The Law and Economics of Executive Compensation: Theory and Evidence," in Research Handbook on the Economics of Corporation Law 232, Claire A. Hill & B. H. McDonnell, eds., Edward Elgar (2012). SSRN
  7. David Walker, "Who Bears the Cost of Excessive Executive Compensation (and Other Corporate Agency Costs)?" 57 Villanova Law Review 653 (2012).
  8. David Walker, "Evolving Executive Equity Compensation and the Limits of Optimal Contracting," 64 Vanderbilt Law Review 611 (2011).
    SSRN | HeinOnline (BU) | HeinOnline
  9. David Walker, "Executive Pay Lessons from Private Equity," in Symposium The Role of Fiduciary Law and Trust in the Twenty-First Century: A Conference Inspired by the Work of Tamar Frankel, 91 Boston University Law Review 1209 (2011).
  10. David Walker, "Suitable for Framing: Business Deductions in a Net Income Tax System," 52 William and Mary Law Review 2862 (2011).
    SSRN
  11. David Walker, "The Challenge of Improving the Long-Term Focus of Executive Pay," 51 Boston College Law Review 435 (2010).
    SSRN
  12. David Walker & Victor Fleischer, "Book/Tax Conformity and Equity Compensation," 62 Tax Law Review 399 (2009).
    SSRN | HeinOnline (BU) | HeinOnline
  13. David Walker, "The Non-Option: Understanding the Dearth of Discounted Employee Stock Options," 89 Boston University Law Review 2355 (2009).
    SSRN | HeinOnline (BU) | HeinOnline
  14. David Walker, "Financial Accounting and Corporate Behavior," 64 Washington & Lee Law Review 927 (2007).
    SSRN | HeinOnline (BU) | HeinOnline
  15. David Walker, "Unpacking Backdating: Economic Analysis and Observations on the Stock Option Scandal," 87 Boston University Law Review 561 (2007).
    SSRN | HeinOnline (BU) | HeinOnline
  16. David Walker, "The Manager's Share," 47 William and Mary Law Review 587 (2005).
    SSRN | HeinOnline (BU) | HeinOnline
  17. David Walker, "Is Equity Compensation Tax Advantaged?" 84 Boston University Law Review 695 (2004).
    SSRN | HeinOnline (BU) | HeinOnline
  18. David Walker, "The Social Insurance Crisis and the Problem of Collective Savings: A Commentary on Shaviro's 'Reckless Disregard’," in Symposium The State of Federal Income Taxation: Rates, Progressivity, and Budget Processes, 45 Boston College Law Review 1347 (2004).
    SSRN | HeinOnline (BU) | HeinOnline
  19. David Walker, "Stock Options for Tax Exempt Organization Managers?" 100 Tax Notes 1581 (2003).
    SSRN
  20. David Walker, Lucian A. Bebchuk & J. Fried, "Managerial Power and Rent Extraction in the Design of Executive Compensation," 69 University of Chicago Law Review 751 (2002).
    SSRN | HeinOnline (BU) | HeinOnline
  21. David Walker, "Tax Incentives Will Not Close Stock Option Accounting Gap," 96 Tax Notes 851 (2002).
  22. David Walker & Lucian A. Bebchuk, "The Overlooked Corporate Finance Problems of a Microsoft Breakup," 56 Business Lawyer 459 (2001).
    SSRN
  23. David Walker, Lucian A. Bebchuk & J. Fried, "Breaking Up is Hard to Do," Financial Times 13 (Oct. 4, 2000).
  24. David Walker & Lucian A. Bebchuk, "A Hard Division," Legal Times 31 (Nov. 20, 2000).
  25. David Walker, "Rethinking Rights of First Refusal," 5 Stanford Journal of Law, Business and Finance 1 (1999).
    SSRN | HeinOnline (BU) | HeinOnline
Courses

0 credits

Introduction to Business Fundamentals is an online, self-paced, asynchronous program forming a required part of the JD curriculum. The curriculum consists of modules covering business basics, corporate finance and financial accounting, including the following subjects: capital markets; the basics of financial reporting; balance sheets; income statements and cash flow; business forms and organizations; financing organizations; discounting; and calculating risk, return and valuation. Assessment is based on multiple choice exams. Students may opt-out of the course if they score an 84% or better on the pre-course exam. A score of 70% or better on the post-course exam, following successful completion of the course, is necessary to meet the requirement. GRADING NOTICE: This course awards no credits and is graded P/F. It is a graduation requirement for JD students who will be graduating with the Class of 2017 or later. Students may enroll in the program for the fall, spring or summer semesters, but should complete the course by the conclusion of the fall semester of the 3L year.

FALL 2016: LAW JD 605 OL , Sep 6th to Jan 13th 2016
Days Start End Credits Instructors Bldg
ARR TBD TBD 0 David I. Walker
SPRG 2017: LAW JD 605 OL , Jan 17th to Apr 26th 2017
Days Start End Credits Instructors Bldg
ARR TBD TBD 0 David I. Walker
FALL 2017: LAW JD 605 OL , Sep 5th to Jan 12th 2017
Days Start End Credits Instructors Bldg
ARR TBD TBD 0 David I. Walker
SPRG 2018: LAW JD 605 OL , Jan 16th to May 18th 2018
Days Start End Credits Instructors Bldg
ARR TBD TBD 0 David I. Walker

4 credits

Marks, Tung and Walker: Course about the legal structure and characteristics of business corporations. Topics include the promotion and formation of corporations; the distribution of power between management and shareholders; the limitations on management powers imposed by state law fiduciary duties and federal securities laws; shareholder derivative suits; capital structure and financing of corporations; and fundamental changes in corporate structure, such as mergers and sales of assets. The course serves as a prerequisite to advanced courses. PREREQUISITE: Business Fundamentals. GRADING NOTICE: The CR/NC/H option is only offered in Professor Marks's section. Ellias: This course is an introduction to the basic legal rules and principles governing corporations. We examine three basic problems: (1) conflicts between a firm's managers and its owners (the shareholders); (2) conflicts between shareholders; and (3) conflicts between shareholders and creditors. We examine the costs associated with these conflicts and how markets, legal rules, and contracts might reduce them. This is a foundational law school course that provides the fundamental knowledge of business and finance needed for upper level classes. No prior knowledge of business or finance is expected. GRADING NOTICE: This class does not offer the CR/NC/H option.

FALL 2016: LAW JD 816 A1 , Sep 6th to Dec 8th 2016
Days Start End Credits Instructors Bldg
Tue,Thu 2:10 pm 4:10 pm 4 Stephen G. Marks LAW
FALL 2016: LAW JD 816 W1 , Sep 7th to Dec 7th 2016
Days Start End Credits Instructors Bldg
Mon,Wed 8:30 am 10:30 am 4 David I. Walker LAW
SPRG 2017: LAW JD 816 M1 , Jan 18th to Apr 26th 2017
Days Start End Credits Instructors Bldg
Mon,Wed 10:40 am 12:40 pm 4 Stephen G. Marks LAW
FALL 2017: LAW JD 816 A1 , Sep 5th to Dec 7th 2017
Days Start End Credits Instructors Bldg
Mon,Wed 2:10 pm 4:10 pm 4 Frederick Tung
FALL 2017: LAW JD 816 M1 , Sep 5th to Dec 7th 2017
Days Start End Credits Instructors Bldg
Tue,Thu 2:10 pm 4:10 pm 4 Stephen G. Marks
SPRG 2018: LAW JD 816 W1 , Jan 17th to Apr 25th 2018
Days Start End Credits Instructors Bldg
Mon,Wed 10:40 am 12:40 pm 4 David I. Walker

4 credits

The income tax is a pervasive feature of life in the United States and lawyers encounter tax issues in virtually every field of practice. This course introduces students to the fundamental principles of the federal income tax, and its impact on a wide range of matters, including employment, tort claims, divorce, retirement, and especially business activities and investments of all types. Topics include: the concept of income, determination of gross income, allowance of deductions and the determination of taxable income, identification of the taxpayer, taxable periods and timing, the determination of gain or loss (including realization and recognition) from dealings in property, the concept of income tax basis, and the process of change in the tax law. GRADING NOTICE: This course does not offer the CR/NC/H option.

FALL 2016: LAW JD 889 A1 , Sep 6th to Dec 8th 2016
Days Start End Credits Instructors Bldg
Tue,Thu 10:40 am 12:40 pm 4 Alan L. Feld LAW
SPRG 2017: LAW JD 889 W1 , Jan 17th to Apr 25th 2017
Days Start End Credits Instructors Bldg
Tue,Thu 9:00 am 10:30 am 4 David I. Walker LAW
Fri 9:00 am 10:20 am 4 David I. Walker LAW
FALL 2017: LAW JD 889 A1 , Sep 5th to Dec 7th 2017
Days Start End Credits Instructors Bldg
Mon,Wed 10:40 am 12:40 pm 4 Alan L. Feld
FALL 2017: LAW JD 889 W1 , Sep 5th to Dec 7th 2017
Days Start End Credits Instructors Bldg
Tue,Thu 9:00 am 10:30 am 4 David I. Walker
Fri 9:00 am 10:20 am 4 David I. Walker

3 credits

There is a long running debate in the economic and legal literature as to whether corporate executive pay in the U.S. is excessive. This seminar will engage this debate and address similar and related questions: What does it mean for compensation, executive or otherwise, to be excessive? Are there differences, e.g., in agency costs, that cause extreme pay levels to be more problematic in some settings, e.g., the public corporate sphere, than others, e.g., entertainers and professional athletes? If pay is excessive, what harms follow? Are the harms simply psychic or are they also economic? We will also consider analogous issues arising with respect to profits generated in certain industries that are subject to high agency costs, e.g., prescription drugs or defense technology. Finally, even if pay or profits are deemed excessive and harmful, it is a separate question whether law provides promising remedies. Thus, we will also consider the pros and cons of various legal remedies including disclosure-based approaches, taxation, and more direct regulation. Students will prepare research papers and present them in the seminar. Although there are no prerequisites, students enrolling in the seminar should be prepared to engage seriously with the legal and economic literature on these topics. NOTE: This seminar does not satisfy the Upper-class Writing Requirement. GRADING NOTICE: This seminar does not offer the CR/NC/H option. ** A student who fails to attend the initial meeting of a seminar (designated by an (S) in the title), or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.

SPRG 2018: LAW JD 971 A1 , Jan 18th to Apr 19th 2018
Days Start End Credits Instructors Bldg
Thu 2:10 pm 4:10 pm 3 David I. Walker
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