Villanova University School of
Law
299 North Spring Mill Road
Villanova, Pennsylvania 19085
Phone: 610-519-7068
Fax:
610-519-5672
email: [email protected]
ACADEMIC APPOINTMENTS & PROFESSIONAL EXPERIENCE
2007 to present: Martin G. McGuinn Professor of Business Law, Villanova
University School of Law, Villanova, Pennsylvania. Courses: Business
Organizations, Corporate Finance, Business Planning & Venture Capital,
Securities Litigation & Enforcement Seminar.
Fall 2009 to present: University of Pennsylvania Law School.
Spring 2009: Wharton School, University of Pennsylvania.
1990 to 2007: Marbury Research Professor of Law (2006-2007), 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, Law &
Local Market Economies, Business Law Seminar.
Spring 1998: George Washington
University Law School.
Summer 1997: University of
Aberdeen (Scotland) (Comparative Business Law).
1989 to 1990: 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). Yale Co-Op Board of Directors (1973-1975).
Center for Law and Social Policy, Washington, D.C. (Spring 1975).
A.B., The University of Michigan (1973) (with high distinction)
(philosophy). Sloane Scholar; Phi Beta Kappa; President, University Activities
Center; President, Michigan Union.
BOOKS
A BRIEF HISTORY OF CORPORATION
LAW (forthcoming).
APPRAISAL & VALUATION IN
CORPORATION LAW (Oxford) (forthcoming).
ATTORNEY’S GUIDE TO
BUSINESS AND FINANCE FUNDAMENTALS (Aspen 2006 – 2009) (with Hamiliton).
CORPORATIONS (West Blackletter
Series 2006) (with Hamilton).
FINANCING THE CORPORATION (Clark Boardman
Callaghan / West 1993 – 2008).
BUSINESS BASICS FOR LAW STUDENTS
-- Essential Concepts and Applications
(Fourth Edition, Aspen 2006) (with Hamilton).
BUSINESS BASICS FOR LAW STUDENTS
-- Essential Concepts and Applications
(Third Edition, Aspen 2002) (with Hamilton).
BUSINESS BASICS FOR LAW STUDENTS -- Essential Terms and Concepts (Second
Edition, Aspen Law & Business 1998) (with Hamilton).
FUNDAMENTALS OF MODERN BUSINESS -- A Lawyer's Guide (Little Brown /
Aspen) (supplements 1994 to 2006) (with Hamilton).
CORPORATION FINANCE -- Cases and
Materials (Third Edition, West 2001) (with Hamilton).
ARTICLES & BOOK CHAPTERS
Why Stock Options are the Best Form
of Executive Compensation (And How to Make Them Even Better) (forthcoming). http://ssrn.com/abstract=1471989
Things Happen, Villanova Law
Review (forthcoming). http://ssrn.com/abstract=1466941
Securities Litigation and
Innovation, in Topics in Law, Innovation and Growth (Litan, ed.; Edward Elgar
2009).
Direct and Derivative Claims in
Securities Fraud Litigation xx Va. L. & Bus. Rev. xxx (forthcoming). http://ssrn.com/abstract=1398935
The Future of Securities
Litigation, 4 J. Bus. Tech. L. 129 (2008). http://ssrn.com/abstract=1335339
The Buzzard Was Their Friend – Hedge Funds and the Problem of Overvalued
Equity, 10 U. Penn. J. Bus. Emp. L. 879 (2008).
The Paulson Report Reconsidered – How to Fix Securities Litigation by
Converting Class Actions into Issuer Actions, 2 J. Securities Law, Regulation
& Compliance 244 (2009). http://ssrn.com/abstract=1084040
Taking Certification Seriously – Why There Is No Such Thing as an
Adequate Representative in a Securities Fraud Class Action (forthcoming). http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1026768
Five Decades of Corporation Law – From Conglomeration to Equity
Compensation, 53 Villanova L. Rev. 459 (2008). http://ssrn.com/abstract=1109003
What is a Business Crime? 3 J.
Bus. Tech. L. 127 (2008). http://ssrn.com/abstract=1029667
Going Public, Selling Stock, and Buying Liquidity, 2 Entrep. Bus. L. J.
649 (2008). http://ssrn.com/abstract=1029966
The Economic Case for Gender-Neutral Life Insurance, 13 Conn. Ins. L. J.
267 (2007).
http://papers.ssrn.com/paper.taf?abstract_id=296782
Foreword: The Fall and Rise of
Federal Corporation Law, 2 J. Bus. Tech. L. 161 (2007).
The Missing Link Between Insider Trading and Securities Fraud, 2 J. Bus.
Tech. L. 185 (2007). http://papers.ssrn.com/sol3/papers.cfm?abstract_id=975949
Give Me Equity or Give Me Death – The Role of Competition and
Compensation in Building Silicon Valley,
1 Entrep. Bus. L. J. 265 (2006). http://papers.ssrn.com/sol3/papers.cfm?abstract_id=940022
The Duty to Creditors Reconsidered – Filling a Much Needed Gap in
Corporation Law, 2 J. Bus. Tech. L. 415 (2007). http://papers.ssrn.com/sol3/papers.cfm?abstract_id=886772
Using Spread and Net Trading Range to Measure Risk in
Suitability Cases.
http://papers.ssrn.com/paper.taf?abstract_id=886774
Who Should Recover What for Late
Trading and Market Timing?, 1 J. Bus. Tech. L. 101 (2006).
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=864704
Capital Requirements in United States Corporation Law, in Das Kapital
der Aktiengesellschaft in Europa, (Marcus Lutter, ed.), 17 Zeitschrift fur
Unternehmens und Gesellschaftrecht (2006).
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=864685
The End of the Securities Fraud Class Action as We Know It, 4 Berkeley
Bus. L.J. 1 (2007).
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
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
Hui Huang, International Securities Markets: Insider Trading Law in
China, 4 J. L. Econ. & Policy 465 (2008).
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
Big
Bucks and Big Shots, Philadelphia Business Journal, Philadelphia, Inc., May 23-29,
2008, at B13.
The Paulson Report Reconsidered –
How to Fix Securities Litigation by Converting Class Actions into Issuer
Actions, Faculty Scholarship at Villanova Law (2008).
The Missing Link Between Insider
Trading and Securities Fraud, 30 Regulation, No. 4, at 42 (Fall 2007).
The Grander Scheme, Legal Times,
October 8, 2007.
Why Pay a Fraud
Plaintiff to Sue? washingtonpost.com, June 26, 2006.
Filling a Much Needed Gap in Corporation Law, University of Maryland
School of Law, A Vital Intellectual Community (2006).
The End of the Securities Fraud
Class Action As We Know It, 29 Regulation, No. 2, at 46 (Summer 2006).
Twisted Trade-Off -- Securities Law Now Favors Traders over Investors --
The Supreme Court Should Rethink this Perverse Practice, Washington Legal Times,
April 24, 2006, San Francisco Recorder, April 28, 2006.
Late Trading, Market Timing, and Investor Welfare, 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
Financial Markets in Crisis,
Villanova Law School, April 22, 2009.
The
Future of Fiduciary Duties in Corporate Law, Notre Dame Law School, March
27, 2009.
The New Stockholders:
Private Equity, Hedge Funds, and Sovereign Wealth Funds, Morgan &
Lewis Symposium on Securities Regulation, Villanova Law School, March 14, 2009.
Securities Litigation, Corporate Colloquium, Program on Business Law and
Policy, University of Illinois College of Law, October 13, 2008.
Rethinking Securities Law,
Federalist Society, NYU School of Law, October 10, 2008.
Financial Markets in Crisis, Villanova Law School, September 22, 2008. http://vls.law.villanova.edu/video/financialcrisis.wmv
The Implication of Investor Diversification for Corporation Law and
Securities Regulation, NYC Villanova Law School Alumni Association, NYC Cornell
Club, April 30, 2008.
The Buzzard Was Their Friend -- Hedge Funds and the Problem of
Overvalued Equity, Hedge Funds: Regulating the Untamed Market, U.
Penn. Law School, February 8, 2008.
Five Decades of Corporation Law – From Conglomeration to Equity
Compensation, Martin G. McGuinn Professorship in Business Law, Inaugural
Lecture, Villanova University School of Law, October 12, 2007.
Going Public, Selling Stock, and Buying Liquidity, Entrepreneurial
Business Law Journal, IPOs in the Internet Age: The Case for Updated
Regulations, Ohio State University, March 2, 2007.
The End of the Securities Fraud Class Action As We Know It, Robert A.
Levy Fellows Workshop in Law & Liberty, George Mason University School of
Law, February 1, 2007.
The End of the Securities Fraud Class Action As We Know It, Villanova
University School of Law, December 7, 2006.
The End of the Securities Fraud Class Action As We Know It, Michigan
State University College of Law, November 29, 2006.
Texas Gulf Sulphur Revisited, The Fall and
Rise of Federal Corporation Law, University of Maryland School of
Law, October 13, 2006.
The Criminalization of Corporate Law, Business Law Roundtable,
University of Maryland School of Law, April 21, 2006.
It’s All About Options, Location, Luck, or the Law: Why Some Venture
Capital Communities Flourish, Entrepreneurial Business Law Journal, Ohio State
University, March 17, 2006
Sarbanes-Oxley: What Have We Learned, American
Enterprise Institute, March 13, 2006 (commentator on Butler & Ribstein, The
Sarbanes Oxley Debacle: How to Fix It and What We’ve Learned).
The End of the Securities Fraud Class Action As We Know It, 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, The Fall and
Rise of Federal Corporation Law, University of Maryland School of Law,
October 13, 2006.
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 2006).
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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