RICHARD A. BOOTH
Marbury Research Professor of Law
University of Maryland School of Law
500 West Baltimore Street
Baltimore, Maryland 21201
Phone: (410) 706-4269
Fax: (410) 706-2184
email: rbooth@law.umaryland.edu
ACADEMIC APPOINTMENTS & PROFESSIONAL EXPERIENCE
1990 to Present: Professor, University of Maryland, School of Law, Baltimore, Maryland. Courses: Business Associations, Corporate Finance, Business Planning & Venture Capital, Securities Regulation, Regulation of Financial Markets, Mergers & Acquisitions, Basic Business Concepts, Business Law Workshop, Special Topics in Business Law.
Spring 1998: Visiting Professor, George Washington University Law School.
Summer 1997: University of Aberdeen (Scotland) (Comparative Business Law).
1989 to 1990: Visiting Professor, Chicago-Kent College of Law, Illinois Institute of Technology, Chicago, Illinois.
1986 to 1989: Professor, Case Western Reserve University, School of Law, Cleveland, Ohio.
1982 to 1986: Assistant Professor, Southern Methodist University School of Law, Dallas, Texas.
1976 to 1982: Associate Attorney, Donovan Leisure Newton & Irvine, New York, New York.
Admitted: New York (1977), Texas (1985). Member: American Law Institute (since 1992).
EDUCATION
J.D., Yale Law School (1976). Member, Yale Co-Op Board of Directors; Intensive Semester at The Center for Law and Social Policy, Washington, D.C. (Spring 1975).
A.B., The University of Michigan (1973) (with high distinction) (philosophy). Phi Beta Kappa; President, University Activities Center; President, Michigan Union.
BOOKS
CORPORATIONS (West Blackletter Series) (West 2006) (with Robert W. Hamilton) (forthcoming).
FINANCING THE CORPORATION (Clark Boardman Callaghan / West Group 1993) (including supplements 1994 to 2005).
BUSINESS BASICS FOR LAW STUDENTS -- Essential Concepts and Applications (Fourth Edition, Aspen Law & Business 2006) (with Robert W. Hamilton) (forthcoming).
BUSINESS BASICS FOR LAW STUDENTS -- Essential Concepts and Applications (Third Edition, Aspen Law & Business 2002) (with Robert W. Hamilton).
BUSINESS BASICS FOR LAW STUDENTS -- Essential Terms and Concepts (Second Edition, Aspen Law & Business 1998) (with Robert W. Hamilton).
FUNDAMENTALS OF MODERN BUSINESS -- A Lawyer's Guide (Little Brown / Aspen) (supplements 1994 to 2006) (with Robert W. Hamilton).
CORPORATION FINANCE -- Cases and Materials (Third Edition, West 2001) (with Robert W. Hamilton).
ARTICLES
How to Compensate Mutual Fund Investors for Late Trading and Market Timing, 1 J. Bus. Tech. L. xxx (2006). http://papers.ssrn.com/sol3/papers.cfm?abstract_id=864704
Capital Requirements in United States Corporation Law. http://papers.ssrn.com/sol3/papers.cfm?abstract_id=864685
Who Should Recover What in a Securities Fraud Class Action?
http://ssrn.com/abstract=683197
Executive Compensation, Corporate Governance, and the Partner-Manager, 2004 U. Ill. L. Rev. 269. http://papers.ssrn.com/sol3/papers.cfm?abstract_id=719983
Windfall Awards Under PSLRA, 59 Bus. Law. 1043 (2004).
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=684241
What Can or Should Be Done About the Proliferation of Business Organizations? 58 Bus. Law. 1003, 1385 (2003).
Form and Function in Business Organizations, 58 Bus. Law. 1433 (2003).
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=378740
Making Economic Sense of Unisex Life Insurance (Or the Difference Between Cost and Value and Why It Matters to Real People). http://papers.ssrn.com/paper.taf?abstract_id=296782
Who Owns a Corporation and Who Cares? 77 Chicago Kent L. Rev. 147 (2001).
Minority Discounts and Control Premiums in Appraisal Proceedings, 57 Bus. Law. 127 (2001).
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=285649
A Chronology of the Evolution of the MBCA, 56 Bus. Law. 63 (2000).
A Minimalist Approach to Corporation Law, 34 Ga. L. Rev. 431 (2000).
Investor Diversification and Corporation Law (Or Roll Over Berle and Means), 25 Del. J. Corp. L. 81 (2000). http://papers.ssrn.com/sol3/papers.cfm?abstract_id=248301
The Suitability Rule, Investor Diversification, and Using Spread to Measure Risk, 54 Bus. Law. 1599 (1999). http://papers.ssrn.com/sol3/papers.cfm?abstract_id=200388
Stockholders, Stakeholders, and Bagholders (Or How Investor Diversification Affects Fiduciary Duty), 53 Bus. Law. 429 (1998). http://papers.ssrn.com/sol3/papers.cfm?abstract_id=149731
The Limited Liability Company and the Search for a Bright Line Between Corporations and Partnerships, 32 Wake Forest L. Rev. 79 (1997). http://papers.ssrn.com/sol3/papers.cfm?abstract_id=10361
Fiduciary Duty, Contract, and Waiver in Partnerships and Limited Liability Companies, 1 J. Small & Emerg. Bus. Law. 55 (1997). http://papers.ssrn.com/sol3/papers.cfm?abstract_id=10568
Profit-Seeking, Individual Liability, and the Idea of the Firm, 73 Wash. U. L. Q. 539 (1995).
Scope of Section 12(2) After Gustafson, 9 Insights, No. 7, at 8 (July 1995).
Punitive Damages and Securities Arbitration in the Wake of Mastrobuono, 9 Insights, No. 6, at 20 (June 1995).
Vicarious Liability and Securities Fraud, 22 Sec. Reg. L. J. 347 (1995).
Limited Liability and the Efficient Allocation of Resources, 89 Nw. L. Rev. 140 (1994).
The Uncertain Case for Regulating Program Trading, 1994 Colum. Bus. L. Rev. 1.
The Other Side of the Management Compensation Controversy, 22 Sec. Reg. L. J. 22 (1994).
The Efficient Market, Portfolio Theory and the Downward Sloping Demand Hypothesis, 68 N.Y.U. L. Rev. 1187 (1993).
Derivative Suits and Pro Rata Recovery, 61 Geo. Wash. L. Rev. 1274 (1993).
Fiduciary Duty and the Former Partner, 48 Bus. Law. 315 (1992).
Damages in Churning Cases, 20 Sec. Reg. L. J. 3 (1992).
Discounts and Other Mysteries of Corporate Finance, 79 Calif. L. Rev. 1053 (1991).
Federalism and the Market for Corporate Control, 69 Wash. U. L. Q. 411 (1991).
Foreword, The Seventh Circuit as a Commercial Court, 65 Chicago-Kent L. Rev. 667 (1989).
State Takeover Statutes Revisited, 88 Mich. L. Rev. 120 (1989).
A Note on Individual Recovery in Derivative Suits, 16 Pepperdine L. Rev. 1025 (1989).
The Problem with Federal Tender Offer Law, 77 Calif. L. Rev. 707 (1989).
The Promise of State Takeover Statutes, 86 Mich. L. Rev. 1635 (1988).
Junk Bonds, the Relevance of Dividends and the Limits of Managerial Discretion, 1987 Colum. Bus. L. Rev. 553.
The Emerging Conflict Between Federal Securities Law and State Corporation Law, 12 J. Corp. L. 73 (1986).
Is There Any Valid Reason Why Target Managers Oppose Tender Offers?, 14 Sec. Reg. L. J. 43 (1986).
Management Buyouts, Shareholder Welfare and the Limits of Fiduciary Duty, 60 N.Y.U. L. Rev. 630 (1985).
Self-Regulation in a Democratic Society, 50 J. Air L. & Com. 1301 (1985).
The Business Purpose Doctrine and the Limits of Equal Treatment in Corporation Law, 38 Sw. L. J. 853 (1984).
The New Law of Freeze-Out Mergers, 49 Mo. L. Rev. 517 (1984).
BOOK REVIEWS
Brudney & Chirelstein's Corporate Finance, by Victor Brudney & William W. Bratton, 43 J. L. Ed. 611 (1993).
Takeovers: Attack & Survival: A Strategist's Manual, by Ralph C. Ferrara, Meredith M. Brown & John H. Hall, 57 U. Cin. L. Rev. 657 (1988).
OTHER PUBLICATIONS & COMMENTARY
Late Trading, Market Timing, and Investor Welfare, in University of Maryland School of Law, A Vital Intellectual Community (2005).
Someone Else Loses, Legal Times, March 28, 2005.
It’s Not a Good Thing, But It’s Not a Crime, Legal Times, February 9, 2004.
What Do Business Courts Really Do? in University of Maryland School of Law, A Vital Intellectual Community (2004).
Entity Rationalization: What Can or Should Be Done About the Proliferation of Business Organizations? 20 PUBOGRAM xxx (Spring 2003).
The Dividend Dividend, Business Law Today, March/April 2003, at 60.
Dividends Don't Lie, National Law Journal, February 24, 2003, at A17.
Seven Myths About Stock Options, Directors & Boards, Summer 1999, at 35.
Reducing Risk Doesn't Pay Off, Wall Street Journal, March 15, 1999, at A18.
Payment Optional, Barrons, December 7, 1998, at 52.
Seven Myths About Stock Options, Conference Board, 1998 Executive Compensation Seminar.
It's Bosses, Not Shareholders, Who Own the Company, Wall Street Journal, April 13, 1998, at A22.
Introduction to Federal Securities Law and the 1933 Act (District of Columbia Bar 1998).
Comments on Proposed NASD Rule on the Award of Punitive Damages in Arbitration (submitted to SEC, March 12, 1998).
Symposium, Check-the-Box and Beyond: The Future of Limited Liability Entities, 52 Bus.Law. 605 (1997).
Punitive Damage Awards Hurt Consumers as Well as Businesses, The Daily Record, December 11, 1995 (panel discussion).
Halt the Use of Punitive Damages, USA Today Magazine, September 1995, at 64.
Contracting for Unexpected Punishment?, The Recorder (San Francisco), June 9, 1995.
Selective Disclosure in Cyberspace, Off-Line (May/June 1995).
Awarding Punitive Damages in Arbitration, New Jersey Law Journal, May 1, 1995, at 27.
Awarding Punitives in Arbitration, Legal Times, April 24, 1995, at 31.
The U.S. Supreme Court Will Settle a Circuit Court Split Over Whether Punitive Damages may be Awarded in Securities Arbitrations Governed by New York Law, Nat. L. J., Feb. 20, 1995, at B8.
Comments on Rumanian Small Business Administration Law, for ABA Central and East European Law Initiative, February 22, 1995.
Stop the Misuse of Punitive Awards, New York Times, December 25, 1994, Sunday Business Section, at 7, col. 2.
Drowning in Money, Awash in Metaphors, Wall Street Journal, Sept. 28, 1994, at A18, col. 4.
Big Bucks Are No Big Deal, Legal Times, May 23, 1994, at 35.
Comments on New York Stock Exchange Voting Rights Policy (submitted to New York Stock Exchange, February 28, 1994).
SEC's Slant is Wrong on Stock Pay, Nat. L. J., Dec. 13, 1993, at 15.
Stockholders, Stakeholders and Bagholders, 13 The Red Herring 5 (1993).
Comments on Russian Federation Law on State Support of Small Enterprise, for ABA Central and East European Law Initiative, Oct. 28, 1993.
Keep Punitives Out of Arbitration, Los Angeles Daily Journal, Oct. 11, 1993, at 6.
High-Risk Jobs Deserve High-Level Pay, Executive Compensation, Texas Lawyer, Aug. 30, 1993, at 14.
Corporate Executives Deserve Their Due, The Connecticut Law Tribune, Aug. 30, 1993, at 17.
A Wild Ride for Executive Compensation, The Recorder (San Francisco), Aug. 24, 1993, at 8.
The Rocky Road to Management's Big Bucks, Legal Times, Aug. 23, 1993, at 18.
Malpractice Insurance and the Thrift Crisis, Insights, Jan. 1993, at 2.
The Efficient Market, Portfolio Theory and the Downward Sloping Demand Hypothesis, 12 The Red Herring 2 (1992).
When Punitive Damages Are Entirely Appropriate, Nat. L. J., Dec. 21, 1992, at 13.
Good News for Wall Street, New York L. J., Nov. 2, 1992, at 2.
The S&L Malpractice Plague, Los Angeles Daily Journal, Oct. 13, 1992, at 6.
Time to Rethink Coverage for Malpractice, Chicago Daily Law Bulletin, Sept. 29, 1992, at 5.
Making Sense Out of Punitive Damages, Insights, Sept. 1992, at 2.
Purposeless Punitives, Los Angeles Daily Journal, July 17, 1992, at 6.
The Cost of Punitive Damages, Chicago Daily Law Bulletin, June 9, 1992, at 5.
In Defense of Program Trading, Wall Street Journal, April 1, 1992, at A16.
Churning Liability is Debated, Nat. L. J., Dec. 16, 1991, at 23.
Insider Trading, Better Markets, Wall St. J., June 28, 1991, at A12.
New Churning Cases Add Twist to Claims for Portfolio Damages, Nat. L. J., June 24, 1991, at 4.
Program Trading and the Small Investor, 10 The Red Herring 5 (1990).
Lawyers' Liability for Insider Trading, Eighteenth Securities Law Institute, Cleveland Bar Association, Section on Securities Law (1989).
The Paradoxes of Insider Trading, In Brief, Sept. 1988.
Controlling Person Liability for Insider Trading, Seventeenth Securities Law Institute, Cleveland Bar Association, Section on Securities Law (1988).
Junk Bonds, Dividends and Shareholder Preferences, In Brief, May 1987.
Unconventional Offers, Dallas, Inc., November 3, 1986.
Grudge Nudge by Judge Means Fudge or Budge at A.L.I., 5 The Red Herring 3 (1986).
Family Corporations: Division on Divorce -- Remedies and Theories in State Bar of Texas, Marriage Dissolution Institute (1986) (with Webb & Kinser).
Bonds Risky, But Not Junk, Dallas, Inc., Feb. 24, 1986, p. 9.
Pennzoil's Justification for Damages is Unclear, Dallas, Inc., Dec. 9, 1985, p. 7.
South Africa: Ethics May Be Prudent, Dallas, Inc., Nov. 4, 1985, p.5.
Managers Put Up Takeover Defenses, Dallas, Inc., Dallas Times Herald, July 8, 1985, p. 9.
An Arithmetical Note on Perlman v. Feldmann, 4 The Red Herring 4 (1985).
Comments on Proposed New York Stock Exchange Rule Changes Regarding Shareholder Voting and Changes in Corporate Control (submitted to New York Stock Exchange, Nov. 30, 1984).
PRESENTATIONS & PANELS
Who Should Recover What for Securities Fraud? AALS Securities Regulation Section, Washington, DC, January 4, 2006.
Report on Journal of Business & Technology Law, American College of Business Court Judges, AEI-Brookings Joint Center for Regulatory Studies, Judicial Education Program, The Brookings Institution, Washington, DC., October 31, 2005.
SEC Historical Society, Fireside Chat: Cross-Border Regulation, September 20, 2005, available at http://www.sechistorical.org/museum/programs/index.php
Moderator, Women on the Corporate Board, Women and the New Corporate Governance, University of Maryland School of Law, April 8, 2005.
Commentator, Freezeouts and Fairness, University of Delaware, Alfred Lerner College of Business & Economics, Department of Finance, January 27, 2005.
Moderator, Fund Governance Going Forward, The $7 Trillion Question: Mutual Funds and Investor Welfare, University of Maryland School of Law, November, 5, 2004.
Economic and Tax Considerations and Implications in Business Divorces, Judicial Institute of Maryland, April 26, 2004.
Moderator, Panel on Punitive Damages, Symposium, Calabresi’s The Costs of Accidents: A Generation of Influence on Law and Scholarship, University of Maryland School of Law, April 24, 2004.
Executive Compensation, Corporate Governance, and the New Manager-Partner, Conference on Uncorporation, University of Illinois College of Law, Illini Center, Chicago, Illinois, April 23, 2004
Who Should Recover in Securities Fraud Class Actions, University of Maryland School of Law, Legal Theory Workshop, February 5, 2004
What Do Business Courts Really Do?, Taking Care of Business: Business & Technology Courts in the 21st Century, University of Maryland School of Law, November 7, 2003.
Judicial Institute of Maryland, Business Entities, March 20, 2003.
Panelist, Legislating [Against] Corporate Scandals: The Sarbanes-Oxley Act of 2002 and its Potential to Deter Corporate Misconduct, The University of Maryland School of Law, February 10, 2003 (with Senator Paul Sarbanes and Professor Lisa Fairfax).
Form and Function in Business Organizations, Entity Rationalization: What Can or Should Be Done About the Proliferation of Business Organizations? University of Maryland School of Law, November 1, 2002.
Legal Impact of Corporate Form, Maryland Intellectual Property Legal Resource
Center, Brown-Bag Seminar Series, September 18, 2002.
Making Economic Sense Out of Unisex Life Insurance, Insurance and Society
Study Group, University of Connecticut School of Law, September 13, 2002.
Making Economic Sense Out of Unisex Life Insurance, University of Maryland School of Law, Legal Theory Workshop, April 18, 2002.
Judicial Institute of Maryland, Business Entities, April 11, 2002.
Enron: What Went Wrong, American Constitution Society, University of Maryland School of Law, February 27, 2002 (Moderator).
Judicial Institute of Maryland, Fundamentals of Corporate Finance, April 20, 2001.
Faculty Forum, Repricing Underwater Stock Options, University of Maryland School of Law, September 13, 2000.
Introduction to Securities Law Series, District of Columbia Bar & George Washington University Law School, Continuing Legal Education Program, March 16, 2000.
Corporate Law at the Turn of the Century, AALS, Washington, DC, January 6, 2000, Moderator, Panel on Corporate Control.
Teaching Business Associations from a Finance Perspective, University of Georgia School of Law, October 15-16, 1999.
Investor Diversification and Corporation Law (Or Roll Over Berle and Means), Widener University School of Law & Delaware State Bar Association Corporation Law Section, May 20, 1999.
Introduction to Securities Law Series, District of Columbia Bar & George Washington University Law School, Continuing Legal Education Program, March 3, 1999.
Trends and Issues in Executive Compensation: Restructuring the Pay for Performance Paradigm, Conference Board, 1998 Executive Compensation Seminar, NYC, October 29, 1998.
Fiduciary Duty and the Diversified Investor, Northwestern University School of Law, October 20, 1998.
Introduction to Securities Law Series, District of Columbia Bar & George Washington University Law School, Continuing Legal Education Program, March 24, 1998.
Mark Steiner Show (WJHU Baltimore), Wednesday, October 28, 1997 (radio talk show on volatility in the stock market).
The Revolution of the Limited Liability Entity, Wake Forest University School of Law, April 4, 1997.
Current Issues in Faculty Governance, UMAB AAUP, Jan. 21, 1997.
Faculty Forum, Stockholders, Stakeholders, and Bagholders, University of Maryland School of Law, Dec. 11, 1996.
Business Enterprises -- The Next Century, Lewis & Clark Northwestern School of Law, Oct. 4, 1996.
Legal Theory Workshop, Punitive Damages in Arbitration, University of Maryland School of Law, Jan. 27, 1994.
The ALI Principles of Corporate Governance and the Future of Corporate Law, Cardozo School of Law, Oct. 15, 1993.
Law and Economics, Judicial Institute of Maryland, Sept. 13, 1991.
Conflicts of Interest in Corporate Transactions: The Leveraged Buyout of the Harris Chemical Company, University of Maryland School of Law, April 17, 1991.
Faculty Forum, Discounts and Other Mysteries of Corporation Law, University of Maryland School of Law, April 17, 1991.
Reconciling Limited Liability and Social Cost, University of Maryland School of Law, Feb. 1990.
The Proposed Maryland Limited Liability Company -- Policy and Planning Considerations, University of Maryland School of Law, Jan. 30, 1991.
Reconciling Limited Liability and Social Cost, George Washington University National Law Center, Jan. 30, 1991.
Federalism and Corporation Law, Federal Judicial Center Conference, Case Western Reserve University School of Law, Oct. 23, 1989.
Lawyers' Liability for Insider Trading, Eighteenth Securities Law Institute, Cleveland Bar Association, Section on Securities Law (1989).
Reconciling Limited Liability and Social Cost, Chicago Kent College of Law, Jan. 25, 1989.
The Lighter Side of Insider Trading, Case Western Reserve University, School of Law, Cleveland Alumni Association, Faculty-Alumni Lunch, April, 29, 1988.
Understanding Insider Trading, Seventeenth Securities Law Institute, Cleveland Bar Association, Section on Securities Law (1988).
Aider and Abetter Liability Under State Corporation Law, Cleveland Bar Association, Section of Securities Law, Oct. 7, 1986.
Developments in Takeover Law, Dallas Bar Association, Corporate Counsel Section, June 27, 1985.
PROFESSIONAL & PUBLIC SERVICE ACTIVITIES
Conference Chair, Twilight in the Zone of Insolvency: Fiduciary Duty and Creditors of Troubled Companies, University of Maryland School of Law, November 4, 2005.
Communications Committee, Corporate Governance & Business Litigation Committee, American College of Business Court Judges.
Planning Committee, American College of Business Court Judges, AEI-Brookings Joint Center for Regulatory Studies, Judicial Education Program, The Brookings Institution, Washington, DC., October 30 to November 1, 2005.
Board of Advisors, Journal of Business & Technology Law
Conference Co-Chair, The $7 Trillion Question: Mutual Funds and Investor Welfare, University of Maryland School of Law, November, 5, 2004.
Chair, UMSL Curriculum Committee (2004 – 2005).
Board of Advisors, Social Science Research Network, Partnerships & Unincorporated Business Entities Abstracts (2004).
Maryland Business & Technology Case Management Program Advisory Committee (2004).
AALS Section on Business Associations, Executive Council (2004 to 2007).
Conference Chair, Taking Care of Business: Business & Technology Courts in the 21st Century, University of Maryland School of Law, November 7, 2003.
Board of Directors, Harborview Condominum Corporation (2003 to present).
Conference Co-Chair: Entity Rationalization: What Can or Should Be Done About the Proliferation of Business Organizations? University of Maryland School of Law, November 1, 2002.
Maryland State Bar Association, Section of Business Law, ReRULPA Review Committee (2002).
Maryland State Bar Association, Business Law Section, Ad Hoc Committee on Venture LLC (2001).
Chair, UMB Faculty Senate, Subcommittee on Legislative Affairs and Governance (2000).
AALS Section on Business Associations, Executive Council (2000-2003).
Maryland State Bar Association, Business Law Section, Faculty Liaison (1999-2002).
Vice President, UMB Faculty Senate (1999-2000).
Faculty Editor, The Business Lawyer (1999 to 2005).
Maryland State Bar Association, Business Law Section, Corporate Litigation Subcommittee (Co-Chair 2000-2001).
UMB School of Medicine, Committee on Financial Definition of Tenure (1997).
President, UMB Faculty Senate (1996-98).
UMB Health Sciences Library Advisory Committee (1996-98).
UMB Internal Review Task Force (1996).
UMB Self-Study Steering Committee (1995-96).
University System of Maryland, Council of University System Faculty (1995-98).
Chair, UMSL Career Services Task Force (1994-95).
Faculty Advisory Council, Maryland Higher Education Commission (1994-97).
UMAB Faculty Senate (1992 to present), Vice President (1994-96), Executive Committee
(1992-94).
Founder, BIZLAW, MKTREG (Internet Discussion Lists).
Faculty Adviser, Maryland Journal of International Law and Trade (1993-97).
Administrative Law, Political Science Department, University of Maryland Baltimore County, Summer 1992.
Consultant to Mead Data Central on Use of Lexis/Nexis in Teaching (1990-91).
Executive Council, AALS Section on Business Associations (1990-93).
Editor, Seventh Circuit Symposium, Chicago-Kent Law Review (Fall 1989).
Council Member, Cleveland Bar Association, Securities Law Section; Planning Committee, Seventeenth Securities Law Institute (1987).
National Futures Association, Arbitrator; Panel Member, Ryan v. Merrill, Lynch, Pierce, Fenner & Smith, Inc., 85-ARB-135 (April 4, 1986).
Editor, The Red Herring (newsletter of the AALS Section on Business Associations)
(1985 to present).
SMU Law School, Faculty Executive Committee (1984-86)
Editor, Corporate Counsel Review (published by the Corporate Counsel Section, State Bar of Texas) (1982-84).
Special Assistant District Attorney, Office of District Attorney, New York County (Appellate Division) (1980).
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