Lawrence A. Hamermesh

Who Let You into the House?, Wisconsin Law Review -- Forthcoming (2011)

Recent Congressional corporate governance initiatives have reallocated to independent directors the functions of hiring and...

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Delaware Corporate Law and the Model Business Corporation Act: A Study in Symbiosis (with Jeffrey M. Gorris and Leo E. Strine Jr), Law and Contemporary Problems (2011)

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Silos, Corporate Law, and Bankruptcy Law, Delaware Lawyer (2010)

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Loyalty's Core Demand: The Defining Role of Good Faith in Corporation Law (with Leo E. Strine, R. Franklin Balotti, and Jeffrey Gorris), Georgetown Law Journal (2010)

The duties owed by independent directors of large corporations to monitor the corporation’s affairs have...

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The Challenge to Delaware's Preeminence in Corporate Law, Delaware Lawyer (2009)

This short essay suggests that the focus on federal-state jurisdictional conflict over regulation of corporate...

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Rationalizing Appraisal Standards in Compulsory Buyouts (with Michael L. Wachter), Boston College Law Review (2009)

This Article makes several contributions to the literature on Delaware appraisal law. We first argue...

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Introduction: The Delaware General Corporation Law for the 21st Century, Delaware Journal of Corporate Law (2008)

Introductory speech for the Delaware General Corporation Law for the 21st Century symposium presented at...

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The Institute of Delaware Corporate and Business Law New Name, New Directions, Widener School of Law Magazine (2007)

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An Older, Balder Critique of ‘Toward Common Sense and Common Ground’, Journal of Corporation Law (2007)

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How We Make Law in Delaware, and What to Expect From Us in the Future, Journal of Business and Technology Law (2007)

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The Short and Puzzling Life of the “Implicit Minority Discount” in Delaware Appraisal Law (with Michael L. Wachter), University of Pennsylvania Law Review (2007)

The “implicit minority discount,” or IMD, is a fairly new concept in Delaware appraisal law....

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Twilight in the Zone of Insolvency: Fiduciary Duty and Creditors in Troubled Companies (with Royce de R. Barondes, Lisa Fairfax, Robert Lawless, Jonathan C. Lipson, and Russell C. Silberglied), Journal of Business and Technology Law (2007)

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Ruby R. Vale and a Definition of Legal Scholarship, Delaware Journal of Corporate Law (2006)

The following lecture was presented on March 21, 2005 on the occasion of Professor Lawrence...

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The Policy Foundations of Delaware Corporate Law, Columbia Law Review (2006)

From a first-hand perspective, the author reviews the mechanisms by which Delaware creates its corporate...

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Twenty Years After Smith v. Gorkom: An Essay on the Limits of Civil Liability of Corporate Directors and the Role of Shareholder Inspection Rights, Washburn Law Journal (2006)

With director monetary liability for lack of care (appropriately, in the author's view) fading or...

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Corporate Officers and The Business Judgment Rule: A Reply to Professor Johnson (with A. Gilchrist Sparks), Business Lawyer (2005)

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The Fair Value of Cornfields in Delaware Appraisal Law (with Michael L. Wachter), Journal of Corporation Law (2005)

The Delaware Supreme Court’s opinions in Weinberger and Technicolor have left a troublesome uncertainty in...

Up the Ladder and Out the Door? Illegal Activities, New Model Rules and Reporting Obligations, Business Law Today (2004)

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Corporate Responsibility in Real Time: The Work (So Far) of the ABA Task Force on Corporate Responsibility, Delaware Lawyer (2003)

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Premiums in Stock-For-Stock Mergers and Some Consequences in the Law of Director Fiduciary Duties, University of Pennsylvania Law Review (2003)

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The ABA Task Force on Corporate Responsibility and the 2003 Changes to the Model Rules of Professional Conduct, Georgetown Journal of Legal Ethics (2003)

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Zelman v. Simmons-Harris and the Politicization of Religion, Delaware Lawyer (2002)

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A Kinder, Gentler Critique of Van Gorkom and Its Less Celebrated Legacies, Northwestern University Law Review (2002)

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Why I Do Not Teach Van Gorkom, Georgia Law Review (2000)

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Corporate Democracy and Stockholder-Adopted By-Laws: Taking Back the Street?, Tulane Law Review (1998)

The recent Fleming case from Oklahoma has focused attention on the power of stockholders to...

Why Students Learn Delaware Corporate Law?, Corporate Edge (1997)

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ACLU: Defending the Bill of Rights (with Joan Rosenthal and Judith Mellen), Delaware Lawyer (1997)

The Shareholder Rights By-Law: Doubts From Delaware, Corporate Governance Advisor (1997)

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Calling Off the Lynch Mob: The Corporate Director's Fiduciary Disclosure Duty, Vanderbilt Law Review (1996)

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The Delaware Dissolution Statutes: A Case Study (with Donald J. Wolfe), Delaware Lawyer (1994)

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Common Law Duties of Non-Director Corporate Officers (with A. Gilchrist Sparks), Business Lawyer (1992)

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Our Right to Bear Arms: A Response, Delaware Lawyer (1991)

Defensive Techniques in Proxy Contests, Review of Securities and Commodities Regulation (1990)

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Prayer in the Public Schools (with Jack B. Blumenfeld), Delaware Lawyer (1986)

Going-Private Mergers After UOP, Review of Securities Regulation (1983)

The Singer Remedy Five Years Later, Review of Securities Regulation (1982)

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Report of the American Bar Association Task Force on Corporate Responsibility (with American Bar Association Task Force on Corporate Responsibility) (2003)

Corporate Governance: The View From the Delaware, Corporate Governance: The Changing Environment (2008)

Lawyer Responsibilities in the New Disclosure & Corporate Governance Regime, The New Disclosure & Corporate Governance Regime: What Every Corporate & Securities Lawyer Must Know Now (2002)

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Delaware Legal Ethics, American Legal Ethics Library (with Louise L. Hill) (2007)

Brief of Professors Lawrence A. Hamermesh and Mary Brigid McManamon as Amici Curiae Supporting Petitioners CA Pub. Employees Ret. Sys. v. Felzen, 525 U.S. 315 (S. Ct. 1998) (No. 97-1732) (with Mary Brigid McManamon) (1998)

SelectedWorks of Lawrence A. Hamermesh

Widener Law

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Articles

Who Let You into the House?, Wisconsin Law Review -- Forthcoming (2011)

Delaware Corporate Law and the Model Business Corporation Act: A Study in Symbiosis (with Jeffrey M. Gorris and Leo E. Strine Jr), Law and Contemporary Problems (2011)

Silos, Corporate Law, and Bankruptcy Law, Delaware Lawyer (2010)

Loyalty's Core Demand: The Defining Role of Good Faith in Corporation Law (with Leo E. Strine, R. Franklin Balotti, and Jeffrey Gorris), Georgetown Law Journal (2010)

The Challenge to Delaware's Preeminence in Corporate Law, Delaware Lawyer (2009)

Rationalizing Appraisal Standards in Compulsory Buyouts (with Michael L. Wachter), Boston College Law Review (2009)

Introduction: The Delaware General Corporation Law for the 21st Century, Delaware Journal of Corporate Law (2008)

The Institute of Delaware Corporate and Business Law New Name, New Directions, Widener School of Law Magazine (2007)

An Older, Balder Critique of ‘Toward Common Sense and Common Ground’, Journal of Corporation Law (2007)

How We Make Law in Delaware, and What to Expect From Us in the Future, Journal of Business and Technology Law (2007)

The Short and Puzzling Life of the “Implicit Minority Discount” in Delaware Appraisal Law (with Michael L. Wachter), University of Pennsylvania Law Review (2007)

Twilight in the Zone of Insolvency: Fiduciary Duty and Creditors in Troubled Companies (with Royce de R. Barondes, Lisa Fairfax, Robert Lawless, Jonathan C. Lipson, and Russell C. Silberglied), Journal of Business and Technology Law (2007)

Ruby R. Vale and a Definition of Legal Scholarship, Delaware Journal of Corporate Law (2006)

The Policy Foundations of Delaware Corporate Law, Columbia Law Review (2006)

Twenty Years After Smith v. Gorkom: An Essay on the Limits of Civil Liability of Corporate Directors and the Role of Shareholder Inspection Rights, Washburn Law Journal (2006)

Corporate Officers and The Business Judgment Rule: A Reply to Professor Johnson (with A. Gilchrist Sparks), Business Lawyer (2005)

The Fair Value of Cornfields in Delaware Appraisal Law (with Michael L. Wachter), Journal of Corporation Law (2005)

Up the Ladder and Out the Door? Illegal Activities, New Model Rules and Reporting Obligations, Business Law Today (2004)

Corporate Responsibility in Real Time: The Work (So Far) of the ABA Task Force on Corporate Responsibility, Delaware Lawyer (2003)

Premiums in Stock-For-Stock Mergers and Some Consequences in the Law of Director Fiduciary Duties, University of Pennsylvania Law Review (2003)

The ABA Task Force on Corporate Responsibility and the 2003 Changes to the Model Rules of Professional Conduct, Georgetown Journal of Legal Ethics (2003)

Zelman v. Simmons-Harris and the Politicization of Religion, Delaware Lawyer (2002)

A Kinder, Gentler Critique of Van Gorkom and Its Less Celebrated Legacies, Northwestern University Law Review (2002)

Why I Do Not Teach Van Gorkom, Georgia Law Review (2000)

Corporate Democracy and Stockholder-Adopted By-Laws: Taking Back the Street?, Tulane Law Review (1998)

Why Students Learn Delaware Corporate Law?, Corporate Edge (1997)

ACLU: Defending the Bill of Rights (with Joan Rosenthal and Judith Mellen), Delaware Lawyer (1997)

The Shareholder Rights By-Law: Doubts From Delaware, Corporate Governance Advisor (1997)

Calling Off the Lynch Mob: The Corporate Director's Fiduciary Disclosure Duty, Vanderbilt Law Review (1996)

The Delaware Dissolution Statutes: A Case Study (with Donald J. Wolfe), Delaware Lawyer (1994)

Common Law Duties of Non-Director Corporate Officers (with A. Gilchrist Sparks), Business Lawyer (1992)

Our Right to Bear Arms: A Response, Delaware Lawyer (1991)

Defensive Techniques in Proxy Contests, Review of Securities and Commodities Regulation (1990)

Prayer in the Public Schools (with Jack B. Blumenfeld), Delaware Lawyer (1986)

Going-Private Mergers After UOP, Review of Securities Regulation (1983)

The Singer Remedy Five Years Later, Review of Securities Regulation (1982)

Books

Report of the American Bar Association Task Force on Corporate Responsibility (with American Bar Association Task Force on Corporate Responsibility) (2003)

Contributions to Books

Corporate Governance: The View From the Delaware, Corporate Governance: The Changing Environment (2008)

Lawyer Responsibilities in the New Disclosure & Corporate Governance Regime, The New Disclosure & Corporate Governance Regime: What Every Corporate & Securities Lawyer Must Know Now (2002)

Other

Delaware Legal Ethics, American Legal Ethics Library (with Louise L. Hill) (2007)

Brief of Professors Lawrence A. Hamermesh and Mary Brigid McManamon as Amici Curiae Supporting Petitioners CA Pub. Employees Ret. Sys. v. Felzen, 525 U.S. 315 (S. Ct. 1998) (No. 97-1732) (with Mary Brigid McManamon) (1998)