EMPLOYMENT

2000 - Present:    New York Alumni Chancellor's Chair in Law, Vanderbilt University

1979 - 2000       Washington University School of Law, St. Louis, Missouri
          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

February 2000
& March 2002     University of Sydney School of Law (short course on International Mergers and Acquisitions)

Fall 1992              Visiting Professor of Law Northwestern University

1974-1979           Associate, Jones, Bird & Howell   Atlanta, Georgia (Now Alston & Bird)

TEACHING FIELDS

Corporations, Securities Regulation, Corporate Takeovers, Corporate Finance, Limited Liability, Mergers and Acquisitions, Law and Finance of Equity Markets

EDUCATION

University of Virginia, J.D., 1974 (Order of the Coif) (Member, Virginia Law Review)

Vanderbilt University, B.A., 1971 (Phi Beta Kappa)

BOOKS AND ARTICLES

Books

• Corporations and Other Business Associations, Cases and Materials, Aspen Law & Business, 3d Edition (1999) (with Teacher's Manual) (with C.R.T. O'Kelley)

•  Corporations and Other Business Associations, Selected Statutes, Rules, and Forms, Aspen Law & Business 2002 (with C.R.T. O'Kelley)

•  O'Neal's Close Corporations: Law & Practice, (3d Edition) (Callaghan & Co. [now West Group] 1986-88) and annual supplements (with F. Hodge O'Neal through 1991); subsequent publication of revised chapters: 1 (1992),  3 (1998)  7 (1996),   8 (2000), 9 (2000)

• O'Neal's Oppression of Minority Shareholders, (2d Edition) (Callaghan & Co. [now West Group] 1985) and annual supplements (with F. Hodge O'Neal through 1991); subsequent publication of revised chapters: 3 (1999), 4 (1993), 5 (1997), 6 (2001),  7 (1991),  8 (1995), 10 (1993)

 Chapters in Books

•  "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)

Law Review Articles

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

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

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

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

• "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. Cinn. L. Rev., 999-1020 (1999)

• "Piercing the Veil Within Corporate Groups: Corporate Shareholders as Mere Investors," 13 Connecticut Journal of International Law 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 AND 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

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

Chairperson-elect, Section on Securities Regulation, Association of American Law Schools, 2002- 2003

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

Teacher of the Year, 2000, 1994 and 1983 - selected by the Devil's Advocate and the Student Bar Association

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

Legislative 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

 Invited Speaker; Academic Conferences:

•  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

•  Institute of Law & Economics Roundtable, University of Pennsylvania, April 2000 and 1999 (commentator)

•  Developments in the Law of Business Organizations, University of Cincinnati College of Law, March 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 Revolution of the Limited Liability Entity, Wake Forest University, April 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

•  American Law and Economics Association Annual Meeting, May 1991 (Panel on Limited Liability)

•  Corporate Takeovers, Washington University Center for the Study of American Business, Law School and Business School, November 1986

Law Schools and Business Schools:

•   University of Sydney School of Law, Sydney, Australia, February 2000 and February 1998 (Parsons Fellow)

•   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:

• 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 Association:

•  Workshop for Handling Closely Held Business Interests in Estates and Trusts
 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:

•  Markets and Information Gathering: Securities Regulation in an Electronic Age,  March 1997

•  The F. Hodge O'Neal Conference on Corporate Law & Finance,  November 1991

Last updated:  April 30, 2002