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ROBERT BLAKEY THOMPSON

Vanderbilt University Law School
131 21st Avenue South
Nashville, TN 37205
615-322-1002
615-322-6631
Email: thompson@law.vanderbilt.edu

Georgetown University Law Center
600 New Jersey Avenue N.W.
Washington, D.C. 20001
202-661-6591
Email: rbt5@law.georgetown.edu

Employment

New York Alumni Chancellor’s Chair in Law (since 2000) and Professor of Management (since 2005), Vanderbilt University

Ralph V. Whitworth Distinguished Visiting Professor in Business Law, Georgetown University Law Center (2009-10)

  • Spring, 2008 Visiting Professor of Law, New York University School of Law
  • 2003-2004 FedEx Research Professor, Vanderbilt University Law School
  • 1979-2000 Washington University School of Law, St. Louis, MO
  • 1993 - 2000 George Alexander Madill Professor of Law
  • 1999 - 2000 Director, Center for Interdisciplinary Studies
  • 1993 - 1994 Interim Co-Director, Business Law & Economics Center, John M. Olin School of Business
  • 1984 - 1993 Professor of Law
  • 1990 - 1991 Israel Treiman Faculty Fellow
  • 1979 - 1984 Associate Professor of Law
  • 2000, 2002 & 2004 University of Sydney Law School (short course
    on International Merges and Acquisitions)
  • Fall, 1992 Visiting Professor of Law, Northwestern University
  • 1974-1979 Associate, Jones, Bird & Howell
    (summer 1973) Atlanta, Georgia (Now Alston & Bird)

Teaching Fields

Corporations, Securities Regulation, Corporate Takeovers, Corporate Finance, Limited Liability; Equity Markets; Mergers & Acquisitions

Education

  • University of Virginia, J.D., 1974 (Order of the Coif) (Member, Virginia Law Review)
  • Vanderbilt University, B.A., 1971 (Phi Beta Kappa)

Publications

Books

Corporations and Other Business Associations, Cases and Materials, Aspen Publishers, 5th Edition (2006) (with Teacher’s Manual) (with C.R.T. O’Kelley)

Corporations and Other Business Associations, Selected Statutes, Rules, and Forms, Aspen Publishers (2009) (with C.R.T. O’Kelley)

O’Neal and Thompson’s Close Corporations and LLCs: Law & Practice, (Revised 3d Edition) (Thomson/West 2004 and annual supplements); (3d ed. 1986-2003 with F. Hodge O’Neal through 1991)

O’Neal and Thompson’s Oppression of Minority Shareholders and LLC Members, (Revised 2d Edition) (Thomson/West 2004 and annual supplements); (2d edition 1985-2003 with F. Hodge O’Neal through 1991)

Chapters in Books

“The Story of Meinhard v. Salmon: Fiduciary Duty’s Punctilio” in Corporate Law Stories (J. Mark Ramseyer, Ed) (Foundation Press 2009)

“Mapping Judicial Review: Sinclair v. Levien” in Iconic Cases in Corporate Law, (Jonathan Macey Ed.) (Thomson/West 2008)

“The Private Company and Our Two Corporate Laws” and “Close Corporations in the United States of America” in The European Private Company? (H. de Kluiver & W. Van Gerven, editors) (Maklu 1995)

“Tender Offer Regulation and the Federalization of State Corporate Law” in Public Policy Toward Takeovers (M. Weidenbaum & K. Chilton, Eds.) (Transaction Books 1988)

“Accounting in a Global Market and in an Electronic Age,” in Festschrift for Bernhard Grossfeld, (Verlag Recht und Wirtschaft, 1999)

Works in Progress

The Future of Agency Independence (with Lisa Schultz Bressman)

Shareholder Litigation from Acquisitions in Federal and State Courts (with Randall Thomas and Ronald Masulis)

Legal Questions at the Boundary of the Firm (with Margaret Blair)

Litigation to Police Agency Costs: Municipal Corporations Through a Corporate Law Lens (with Paul Edelman)

Law Review Articles

Securities Law and the New Deal Justices (with Adam C. Pritchard) 95 Va. L. Rev. 841-926 (2009).

Corporate Voting (with Paul Edelman) 62 Vand. L. Rev. 129-175 (2009).

Delaware’s Disclosure: Moving the Line of Federal-State Corporate Regulation 2009 U. Illinois. L. Rev.167-190.

Defining the Shareholder’s Role, Defining a Role for State Law, 33 Del. J. Corp. L. 771-788 (2008)

Globally Integrated Corporations as “Good for the Country”: The Impact of Soft Law. 10 Soft Law J. 33-56 (2007) (in Japanese).

The Dilemma of Odious Debts (with Lee C. Buchheit and G. Mitu Gulati), 56 Duke L. J. 1201-1262 (2007).

Corporate Federalism in the Administrative State: The SEC’s Discretion to Move the Line Between the State and Federal Realms of Corporate Governance 82 Notre Dame L. Rev. 1143-1186 (2007).

Securities Litigation and Its Lawyers: Changes during the First Decade after the PSLRA: (with Stephen J. Choi) 106 Colum. L. Rev. 1489-1533 (2006)

Federal Corporate Law: Torts and Fiduciary Duty, 31 J. Corp. L. 877-891 (2006)

Wall Street Scandals: The Curative Effects of Finance and Law (with William G. Christie) (84 Washington U. L. Rev. 1567-1590 (2006)

Corporate Law Criteria: Law’s Relation to Private Ordering 2 Berkeley Bus. L. J. (2005) 95-104

Piercing the Veil: Is the Common Law the Problem? 37 Conn. L. Rev. 619-637 (2005)

The Public and Private Faces of Derivative Suits, 57 Vand. L. Rev. 1747-1793 (2004) (with Randall S. Thomas)

The Supreme Court and Private Law: The Vanishing Importance of Securities and Antitrust, 53 Emory L. J. 1571-1644 (2004) (with E. Thomas Sullivan)

Delaware, the Feds and the Stock Exchange: Challenges to the First State as First in Corporate Law, 29 Del. J. Corp. L. 779-804 (2004)

The New Look of Shareholder Litigation: Acquisition-Oriented Class Actions, 57 Vand. L. Rev. 133-209 (2004) (with Randall S. Thomas)

Agency Law and Asset Partitioning, 71 U. Cin. L. Rev. 1321-1343 (2003)

Collaborative Corporate Governance: Listing Standards, State Law, and Federal Regulation, 38 Wake Forest L. Rev. 961-982 (2003)

Securities Fraud as Corporate Governance: Reflections upon Federalism, 56 Vand. L. Rev. 857-908 (2003) (with Hillary A. Sale)

Corporate Governance After Enron, 40 Houston L. Rev. 99-117 (2003)

Takeover Regulation after the Convergence of Corporate Law, 24 Sydney L. Rev. 323-335 (2002)

Van Gorkom's Legacy: The Limits of Judicially Enforced Constraints and the Promise of Proprietary Incentives, (with Charles Elson) 96 Northwestern L. Rev. 579-593 (2002)

Toward a New Theory of the Shareholder Role: Sacred Space and Corporate Takeovers, (with D. Gordon Smith) 80 Tex. L. Rev. 261- 326 (2001)

Credibility and Information in Securities Markets After Regulation FD, (with Ronald King), 79 Wash U. L.Q. 615-637 (2001)

Teaching Business Associations: Norms, Economics and Cognitive Learning, 34 Ga. L. Rev. 997-1009 (2000)

Preemption and Federalism in Corporate Governance: Protecting Shareholder Rights to Vote, Sell and Sue, 62 L & Contemp. Prob. 215-242 (1999)

Insider Trading, Investor Harm, and Executive Compensation, 50 Case West. R. L. Rev. 291-304 (1999)

Shareholders as Grown-ups: Voting, Selling and Limits on the Board’s Power to Just ‘Say No,’ 67 U. Cin. L. Rev., 999-1020 (1999)

Piercing the Veil Within Corporate Groups: Corporate Shareholders as Mere Investors, 13 Conn. J. Int’l. L. 379-396 (1999)

The Basic Business Associations Course: An Empirical Study of Methods and Content, 48 Journal of Legal Education 438-448 (1998)

Securities Regulation in an Electronic Age: The Impact of Cognitive Psychology, 75 Wash. U. L.Q. 779-789 (1997)

The Limits of Liability in the New Limited Liability Entities, 32 Wake Forest L. Rev. 1-29 (1997)

“Simplicity and Certainty” in the Measure of Recovery Under Rule 10b-5, 51 Business Lawyer 1177-1201 (1996)

Exit, Liquidity and Majority Rule: Appraisal’s Role in Corporate Law, 84 Georgetown L.J. 1-60 (1995)

The Taming of Limited Liability Companies, 66 U. Colo. L. Rev. 921-946 (1995)

Value Creation by Lawyers Within Relational Contracts and in Noisy Environments, 74 Oregon L. Rev. 315-325 (1995)

Unpacking Limited Liability: Direct and Vicarious Liability of Corporate Participants for Torts of the Enterprise, 47 Vand. L. Rev. 1-41 (1994)

The Shareholder’s Cause of Action for Oppression, 48 Business Lawyer 699-745 (1993)

Foreword--Evolving Business Associations: Understanding the Role of Law, 70 Wash. U. L.Q. 265-75 (1992) (Foreword to the F. Hodge O’Neal Conference on Corporate Law & Finance)

“Piercing the Corporate Veil: An Empirical Study,” 76 Cornell L. Rev. 1036-1074 (1991)

“The Law’s Limits on Contracts in a Corporation,” 15 J. Corp. L. 377-415 (1990). Reprinted in 33 Corporate Practice Commentator 1 (1991)

“Corporate Dissolution and Shareholders’ Reasonable Expectations,” 66 Wash. U. L.Q. 193-238 (1988)

“Defining the Federal and State Realms of Tender Offer Regulation,” 64 Wash. U. L.Q. 1059-1102 (1987)

“Squeeze-Out Mergers and the ‘New’ Appraisal Remedy,” 62 Wash. U. L.Q. 415-434 (1984). Reprinted in 27 Corporate Practice Commentator 193 (1985)

“The Measure of Recovery Under Rule 10b-5: A Restitution Alternative to Tort Damages,” 37 Vand. L. Rev. 349-398 (1984). Reprinted in Securities Law Review 1985, 213-262. Cited by the majority and dissenting opinions in Randall v. Loftsgaarden, 478 U.S. 647 (1986)

“United States Jurisdiction Over Foreign Subsidiaries: Corporate and International Law Aspects,” 15 Law & Pol’y Int’l Bus. 319-400 (1983). Reprinted in Corporate Counsel’s Annual - 1984, 1005-1081

“The Shrinking Definition of a Security: Why Purchasing All of a Company’s Stock is not a Federal Security Transaction,” 57 N.Y.U. L. Rev. 225-279 (1982). Reprinted in Corporate Counsel’s Annual - 1983, 317-373

Videotape

“Resolution of Conflict within Closely Held Corporations,” ALI-ABA, CLE TV (1994) (panel moderator)

Professional Activities & Honors

Editor, Corporate Practice Commentator - 1991-present

Member, The American Law Institute

Adviser, Restatement of the Law (Third), Agency, American Law Institute

Member, American Law & Economics Association.

Chair, Section on Business Associations, Association of American Law Schools 1985-86; member of Executive Committee of the Section, 1989-91; 2003-2006

Chair, Section on Securities Regulation. Association of American Law Schools 2003-2004; member of Executive Committee of the Section 2003-2005

Editor, the Red Herring, newsletter of the Section on Business Associations of the Association of American Law Schools 1981-84

Editorial Board, The Business Lawyer 1995-96

Member, Executive Committee, Order of the Coif (2007-present)

SEC Historical Society, Museum committee
Teacher of the Year, 1994 and 1983 - selected by the Devil’s Advocate and the Student Bar Association

Co-principal investigator Sloan Foundation Grant 2006-2009

Participant L & EC Economics Institute for Law Professors, Hanover, New Hampshire, July, 1985, and Advanced Economics Course for Law Professors on Quantitative Methods, Hanover, New Hampshire, July 1990

Research Associate, Center for the Study of American Business, Washington University, 1985-89

Research Fellow, Business Law & Economics Center, Washington University School of Business, 1994-97

Testimony

U.S. House of Representatives Committee on Commerce, Subcommittee on Finance and Hazardous Materials, Hearings on H.R. 887, Increasing Disclosure to Benefit Investors, October 29, 1999

North Carolina House of Representatives Judiciary Committee on Proposed Revision to the North Carolina Corporations Code, April 1989

Special Committee on Governance of the New York Stock Exchange, August 5, 2003

Invited Presentations-Academic Conferences

  • Association of American Law Schools Conference on Business Associations, Long Beach, CA June 7-10, 2009 (Plenary Session on the Role of the Basic Course).
  • Leet Symposium, Case Western Reserve Law School April 2009 (Financial Reform and the SEC).
  • Mergers and Acquisitions Conference at Willemstad Curacao (sponsored by the University of Amsterdam Centre for Corporate Finance and Vanderbilt Law & Business Program).
  • The Future of Fiduciary Duty in Corporate Law, Notre Dame Law School, March 2009 (Fiduciary Duty’s Punctilio).
  • Vanderbilt Law and Business Conference on Financial Reform (March 2009) (Financial Reform and the SEC).
  • The Vanderbilt Law & Business Annual Conference October 30-31, 2008 (commentator).
  • Virginia Law Review Conference on the 75th anniversary of the SEC, September 2008 (Securities Law and the New Deal Justices)
  • Conference on Empirical Legal Studies, Cornell Law School September 2008 (Discussant)
  • The Delaware General Corporation Law for the 21st Century, Widener University School of Law May 2008
  • Shareholder Rights, Shareholder Voting and Corporate Performance, at the University of Cagliari, Sardinia March 2008 (cosponsored by the University of Amsterdam Centre for Corporate Finance and Vanderbilt Law & Business Program (Corporate Voting)
  • University of Illinois College of Law, Dedication Program for Center for Business Law and Policy (October 2007) (Delaware’s Adaptability)
  • University of Tokyo Symposium on Soft Law (July 2007)
  • Institute for Law and Economic Policy, 13th Annual Conference (April 2007) (Fiduciary duty- commentator)
  • Activist Investors, Hedge Funds and Corporate Governance at the University of Amsterdam (March 2007) and the Vanderbilt Law and Business Conference (October 2006) (The Limits of Shareholder Activism)
  • Law & Contemporary Problems Conference on Odious Debt, Duke University (January, 2007) (Odious Debt)
  • Institute for Law and Economic Policy, 12th Annual Conference (May 2006) (Securities Litigation and Its Lawyers)
  • F. Hodge O’Neal Workshop on “Regulating Business” Washington University School of Law (April 2006) (Wall Street Scandals)
  • Vanderbilt Law and Business Conference (Match 2006) (Odious Debt)
  • Murphy Conference on Corporate Law, Fordham University School of Law “Responding to Corporate Misconduct: New Ideas” (commentator) November 4, 2005
  • Washington University School of Law Center for Interdisciplinary Studies, The New Corporate Governance, September 28-October 1, 2005 (commentator)
  • University of Iowa College of Law, Robert Clark’s Corporate Law: Twenty Years of Change, September 10-11, 2005
  • Institute for Law and Economic Policy, 10th Annual Conference April 23-24 (2004) (Derivative Suits)
  • American Law and Economics Association Annual Meeting, September 2003 (“Shareholder Suits”) and May 1991 (“Limited Liability”)
  • Institute of Law & Economics Roundtable, University of Pennsylvania, April 2003 & April, 1999 (Commentator)
  • Financial Markets Research Center, Owen Graduate School of Management, Conference on Corporate Behavior and Financial Markets, April 2003 (Commentator)
  • Wake Forest Law Review Symposium: April 2003- The Changing Role of Directors in Corporate Governance; April 1997-The Revolution of the Limited Liability Entity
  • Vanderbilt Law and Business Conference- March 2003 (“Shareholder Suits”) and October 2003 (“Who Makes Corporate Law”)
  • University of Cincinnati College of Law Corporate Law Symposium: 16th Annual Symposium February 2003- Agency Law Inside the Corporation; 12th Annual Symposium March 1999- Developments in the Law of Business Organizations
  • The Crisis in Corporate Governance, University of Houston, November 7, 2002, Commentary as part of the Frankel Lecture
  • Entity Rationalization, first annual symposium of The Business Lawyer, University of Maryland School of Law, November 1, 2002 (panel moderator and commentator)
  • Van Gorkom and the Corporate Board; University of Delaware Center for Corporate Governance May 18-19, 2001.
  • Judging Business: The Role of Judicial Decisionmaking in Corporate and Securities Law, University of Michigan Law School, John M. Olin Center for Law and Business, April 20-21, 2001
  • Institute for Law and Economic Policy and Washington University School of Law Conference on Corporate Accountability, March 9 & 10, 2001
  • Daniel J. Dykstra Corporate Governance Symposium, University of California Davis, King Hall School of Law February 9, 2001 (Commentator)
  • Law & Entrepreneurship Research Conference, Lewis & Clark Law School, October, 2000
  • Teaching Corporate Law, University of Georgia Law School, October 1999
  • The Legacy of Henry Manne, Williamsburg, VA, May 1999
  • Association of American Law Schools Workshop on Business Associations, Washington, DC, May 1998
  • Control in Corporate Groups: A Global View, University of Connecticut School of Law, April 1998
  • The Impact of Cybercommunications on the Law, Columbia Institute for Tele Information, Columbia Business School, December 1997
  • The European Private Company, Metro Institute for Transnational Legal Research, Rijksuniversiteit Limburg, Maastricht, The Netherlands, April 1995 (Keynote Address)
  • Auditor and Director & Officer Liability for Misstated Financial Statements (Keynote Address) John M. Olin School of Business, Washington University, April 28-29, 1995
  • LLCs, LLPs and the Evolving Corporate Form, University of Colorado School of Law, February 1995
  • Business Lawyering and Value Creation for Clients, University of Oregon School of Law, November 4-5, 1994
  • Association of American Law Schools, Section on Business Law, January 1994
  • Corporate Takeovers, Washington University Center for the Study of American Business, Law School and Business School, November 1986
  • Law Schools and Business Schools:
  • Florida State University Law School Faculty Workshop February 26, 2009.
  • Emory University School of Law, October 2008
  • University of Illinois College of Law Colloquium, September 2008
  • University of Iowa College of Law Colloquium September 2008
  • University of Connecticut School of Law February 2008
  • NYU School of Law February 2008
  • Columbia University School of Law Colloquium, January 2008
  • Fordham University School of Law colloquium January 2008
  • University of California, Berkeley Law School, Law & Economics Workshop October 2006
  • UCLA School of Law Sloan Colloquium, March 2006
  • Seton Hall School of Law, March 2006
  • University of Pennsylvania Law School, November 2005
  • Monash University Law School, Melbourne Australia February 2004
  • University of Sydney School of Law, Sydney, Australia, February 2004, February 2000 and February, 1998 (Parsons Fellow)
  • Washington University Workshop on Empirical Research in Law (WERL) February 2, 2004
  • University of California, Berkeley Law School, Law & Economics Workshop January 26, 2004
  • Francis G. Pileggi Distinguished Lecture in Law, Widener University School of Law, November 14, 2003
  • NYU/Columbia Joint Colloquium on Theory in Law & Finance, NYU Law School December 9, 2002.
  • University of Sydney Law School Takeovers Forum, February 28, 2002 (keynote address).
  • University of Kentucky College of Law, November, 2000
  •  
  • University of Michigan Business School Seminar Series on Corporate Governance, February 1997
  • University of Oregon School of Law, March 1992
  • Northwestern University School of Law, October 1991
  • Journal of Corporation Law Annual Dinner, Iowa City, IA, March 1990
  • University of Missouri School of Law, Faculty Seminar, February 1989
  • Bar Associations and Institutes:
  • American Health Lawyers Association (AHLA) Teleconference on Stoneridge March 2008
  • International Bar Association, Rethinking Policy and Market Liberalisation, Houston, November 14, 2002 (chairing session on Corporate Governance)
  • Minnesota Institute of Legal Education, April, 1999
  • American Bar Association Section of Business Law, Federal Regulation of Securities Committee, Luncheon Speaker, Spring Meeting, St. Louis, April, 1998
  • 9th Tulane Corporate Law Institute, New Orleans, March 1997
  • Kansas Bar Association, June 1994
  • Bar Association of Metropolitan St. Louis
  • Securities Regulation and Business Organization Committee (Private Securities Litigation Reform Act of 1995: An Update (November 1997)
  • Small Business Committee, February 1993 (Limited Liability)
  • Small Business Committee, March 1989
  • Mergers, Acquisitions and Divestiture Series March 1983
  • Corporate Counsel Institute, St. Louis, Missouri
  • 10th Annual Institute, March 1991 (Panel on Legal Ethics)
  • 7th Annual Institute, February 1988
  • Fourth Annual Corporate and Banking Institute, October 1985, Sea Island, Georgia

Non-Bar Organizations

  • SEC Historical Society 75th Anniversary Celebration June 2009 Panel on “The Future of the U.S. Securities and Exchange Commission”
  • National Trust Closely Held Business Association - 30th Annual Workshop September, 2005; 20th Annual Workshop October 1995; 12th Annual Workshop, October 1987
  • Chicago Business Valuation Association, October 1991
  • American Society of Appraisers International Convention (Business Valuation Conference), June 1989
  • Conference Organizer: Vanderbilt Directors College, June 9-10, 2003, September 23-24, 2004 and October 6-7, 2005
  • Vanderbilt Law and Business Conference, Sloan Conference on Corporate Separateness (November 2009)
  • Corporate Separateness (March 2006); Who Makes Corporate Law (October 2003)
  • Markets and Information Gathering: Securities Regulation in an Electronic Age, March 1997
  • The F. Hodge O’Neal Conference on Corporate Law & Finance, November 1991

 Bar Membership

Georgia, admitted 1974 (inactive)
Missouri, admitted 1983

Law School and University Activities

At Vanderbilt University

  • Chair, University Faculty Senate 2004-2005; Senator 2002-2005; Executive Committee 2003-2006
  • Appointments Committee 2000-2003, 2004-2006, 2007-2008; Chair 2001-2002; 2005-2006 (Lateral Committee)
  • Curriculum Subcommittee on Law and Business Program 2000-2001
  • University Alumni Task Force 2002
  • University Academic Committee on Information Technology 2001-2

At Washington University

  • Chair, University Senate Council 1986-87 (Chair of the Grievance Committee
  • and Faculty Representative to the University Board of Trustees)
  • Law School Representative to the University’s Senate Council
  • 1984-1987
  • University Judicial Board (alternate) 1983-84
  • Search Committee for Director of the Center for the Study of American Business, 1999-2000
  • Personnel Committee - 1980-92, 1994-96, 1997-98; Chair - 1987-89, 1994-96
  • Dean Search Committee - 1984-87
  • Provost Search Committee - 1985-86
  • Readmissions Committee - 1982-84; Chair, 1983
  • Building Committee - 1989-91, 1992-97
  • Long-Range Planning Committee - 1988-90, 1992-97
  • Law School Self-Study Task Force for Faculty Issues - Chair 1997-98
  • Marketing Committee – 1998-99
  • Curriculum Committee – Chair – 1998-1999
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