Articles

PDF

Using the Law to Reduce Systemic Risk, Journal of Corporation Law (2011)

The recently enacted Dodd-Frank Act will have a major impact on how the financial sector...

 

PDF

How the Strong Negotiating Position of Wall Street Employees Impacts the Corporate Governance of Financial Firms, Virginia Law & Business Review (2011)

Several prominent figures in the field of corporate governance have put the blame for the...

 

PDF

Taking a More Sophisticated Approach to Market Efficiency: How Securities Analyst Reports can be used to Establish Loss Causation in a Federal Securities Fraud Action, Securities Regulation Law Journal (2010)

In the newly evolving case law of what constitutes a corrective disclosure, a recent U.S....

 

PDF

Corporate Governance and the Impact of Controlling Shareholders, Corporate Governance Advisor (2010)

Good corporate governance practices at a publicly held firm will not necessarily be good practices...

 

PDF

Why corporate boards would be better off with fewer outside CEOs (with Steven J. Toll), Pensions & Investments online (2009)
 

PDF

A Team Production Approach to Corporate Law and Board Composition (with Steven J. Toll), Northwestern University Law Review Colloquy (2009)

In today’s world of corporate governance, the board of directors of a publicly held firm...

 

PDF

Enhancing the Efficiency of Board Decision Making: Lessons Learned from the Financial Crisis of 2008, The Delaware Journal of Corporate Law (2009)

As a result of the financial crisis of 2008, the employment compensation policies and decisions...

 

PDF

Wall Street's Corporate Governance Crisis (with Steven J. Toll and Alan Szydlowski), Corporate Governance Advisor, Volume 17, pp. 5-8 (2009)

The board of directors of a public company is only responsible for a relatively few...

 

PDF

Dysfunctional Deference and Board Composition: Lessons from Enron (with Steven J. Toll), Northwestern University Law Review Colloquy, Volume 103, pp. 153-162 (2008)

It has been over seven years since the public was first made aware that Enron...

 

PDF

The Enduring Legacy of Smith v. Van Gorkom, The Delaware Journal of Corporate Law (DJCL), Volume 33, No. 2, pp. 287-309 (lead article) (2008)

It is hard to envision an introductory law school course in corporate law that does...

 

PDF

Being Informed Does Matter: Fine Tuning Gross Negligence Twenty Plus Years After Van Gorkom, The Business Lawyer, Volume 62, No. 1, pp. 135-160 (2006)

This article first establishes that there are still a number of reasons why being informed...

 

PDF

Understanding Maryland's Business Judgment Rule, Duquesne Business Law Journal, Volume 8, No. 1 (lead article) (2006)
 

PDF

Modifying Model Rule 5.4 to Allow for Minority Ownership of Law Firms by NonLawyers, The Georgetown Journal of Legal Ethics (2000)

This Note advocates the modification of Model Rule 5.4 to allow for nonlawyer minority ownership...

 

Unpublished Papers

PDF

Why Proxy Access is Harmful to Corporate Governance, Journal of Corporation Law, Volume 37, No. 2 (2011)

Historically, the SEC has allowed public companies to exclude from their proxy materials shareholder proposals...

 

Presentations

File

Midwest Corporate Law Scholars Conference Presentation: Mitigating the Harmful Effects of Proxy Access (SEC Rule 14a-11), Midwest Corporate Law Scholars Conference (2011)

Presentation given at the Midwest Corporate Law Scholars Conference (June 15, 2011)

 

PDF

MLEA Presentation: Moving Beyond the Dodd-Frank Act: Reducing Systemic Risk by Cooling Wall Street's Bonus Culture, Midwestern Law and Economics Association annual meeting (2010)

Presentation given at the Midwestern Law and Economics Association annual meeting (Oct. 9, 2010)