Elisabeth de Fontenay

Elisabeth de Fontenay serves as the Karl W. Leo Distinguished Professor of Law at Duke University School of Law, where she researches corporate law and finance with emphasis on less-regulated financial markets. Her work examines the decline of public companies, rise of private capital, and private equity's role in debt markets and corporate governance. She has testified before Congress and presented at the U.S. Securities and Exchange Commission.

Education:

• B.A. in Economics, summa cum laude and Phi Beta Kappa, Princeton University (two-time All-American rugby player)
• J.D., magna cum laude, Harvard Law School

Professor de Fontenay's research bridges corporate law, finance, and regulatory frameworks, focusing on market behavior in unregulated spaces. Her scholarship analyzes contractual complexity in debt agreements, value creation by transactional lawyers, and the public/private market equilibrium. She employs interdisciplinary methods combining legal doctrine with financial market analysis to address evolving regulatory challenges.

Her recent publications (2023-2025) reveal a concentrated focus on private market dynamics, debt market regulation, and governance structures in non-public entities. Key trends include examining regulatory arbitrage between public and private markets, contractual innovations in private equity, and judicial responses to complex debt disputes. Her work increasingly addresses systemic implications of declining public listings and the expansion of private capital.

Professional Affiliations:

• Member, American Law Institute (ALI)
• Associate Reporter, ALI’s Restatement of the Law of Corporate Governance
• Research Member, European Corporate Governance Institute (ECGI)
• Board of Directors, American Law and Economics Association

Prior to academia, Professor de Fontenay practiced corporate law at Ropes & Gray specializing in mergers and acquisitions, debt financing, and private investment funds. She maintains active engagement with policymakers through congressional testimony and SEC presentations, translating academic research into practical regulatory insights while teaching courses including Business Associations, Corporate Finance, and Private Equity and Hedge Funds.