SelectedWorks - Lyman P. Q. Johnson

Contact

Selected Works of Lyman P. Q. Johnson

Robert O. Bentley Professor of Law, Emeritus

Professor Johnson taught at W&L Law from 1985 to 2019, and from 1995 to 2019 held the Robert O. Bentley professorship. Beginning in 2008, he also has held an appointment to the faculty of the University of St. Thomas School of Law in Minneapolis, where he holds the LeJeune Distinguished Chair in Law. Over the years, he has taught business associations, securities regulation, corporate finance, and business planning courses.

Works
About

×

About Lyman P. Q. Johnson

Professor Johnson taught at W&L Law from 1985 to 2019, and from 1995 to 2019 held the Robert O. Bentley professorship. Beginning in 2008, he also has held an appointment to the faculty of the University of St. Thomas School of Law in Minneapolis, where he holds the LeJeune Distinguished Chair in Law. Over the years, he has taught business associations, securities regulation, corporate finance, and business planning courses.

Present	Robert O. Bentley Professor of Law, Washington and Lee University School of Law
Institution Organization Position Type Position Title Time Period to Options Current Position Affiliate my profile with this Institution

Cancel

Law, Business Organizations Law, and Securities Law

Corporate Law, Business Law, Securities Law, and Mergers, Acquisitions and Hostile Takeovers

Corporate Law
Business Law
Securities Law

W&L Law Faculty Profile

Office: 4010 Sydney Lewis Hall
Phone: 540-458-8515
Fax: 540-458-8488

Email:

Articles (60)

Corporate Law After Hobby Lobby (Lyman P.Q. Johnson and David K. Millon) Business Lawyer (2015)

We evaluate the U.S. Supreme Court’s controversial decision in the Hobby Lobby case from the perspective of state corporate law. We argue that the Court is correct in holding that corporate law does not mandate ...

The Still-Dwindled Revlon (Lyman P.Q. Johnson and Robert Ricca) Washington and Lee Law Review Online (2014)

This is a brief Response to Professor Mohsen Manesh’s extensive response to our original article, The Dwindling of Revlon. Our thesis is that today the iconic Revlon doctrine is, remedially, quite substantially diminished. Although Professor ...

Comment on the Proposed Definition of “Eligible Organization” for Purposes of Coverage of Certain Preventative Services Under the Affordable Care Act (Lyman P.Q. Johnson, David K. Millon, Stephen M. Bainbridge, et al.) Scholarly Articles (2014)

In late August 2014, after suffering a defeat in the Supreme Court Hobby Lobby decision when the Court held that business corporations are “persons” that can “exercise religion,” the Department of Health and Human Services ...

Innovation in Teaching LLCs: Introduction (Lyman P.Q. Johnson) Washington and Lee Law Review (2014)

The Dwindling of Revlon (Lyman P.Q. Johnson and Robert Ricca) Washington and Lee Law Review (2014)

Rethinking How Business Purpose Is Taught in Catholic Business Education (Lyman P. Q. Johnson, Michael Naughton and William Bojan) Journal of Catholic Higher Education (2013)

Business education at a Catholic university should engage students and faculty across the university in critically examining the purpose of business in society. Following the best practices of leading business schools, the Catholic business curriculum ...

Unsettledness in Delaware Corporate Law: Business Judgment Rule, Corporate Purpose (Lyman P. Q. Johnson) Delaware Journal of Corporate Law (2013)

This Article revisits two fundamental issues in corporate law. One — the central role of the business judgment rule in fiduciary litigation — involves a great deal of seemingly settled law, while the other — ...

Why Register Hedge Fund Advisers—A Comment (Lyman P.Q. Johnson) Washington and Lee Law Review (2013)

Gender and Securities Law in the Supreme Court (Lyman P.Q. Johnson, Michelle Harner and Jason A. Cantone) Women's Rights Law Reporter (2012)

The 2010 appointment of Elena Kagan to the United States Supreme Court meant that, for the first time, three female justices would serve together on that court. Less clear is whether Justice Kagan’s gender will ...

Law and Legal Theory in the History of Corporate Responsibility: Corporate Personhood (Lyman P.Q. Johnson) Seattle University Law Review (2012)

This paper, part of a larger scholarly project, addresses one of four areas – i.e., the emergence of corporate personhood – where, historically, law has both influenced and mirrored cultural expectations concerning corporate responsibility. The ...

Pluralism in Corporate Form: Corporate Law and Benefit Corps. (Lyman P. Q. Johnson) Regent University Law Review (2012)

Beyond the Inevitable and Inadequate Regulation of Bankers (Lyman P. Q. Johnson) University of St. Thomas Law Journal (2011)

None available.

Debarring Faithless Corporate and Religious Fiduciaries in Bankruptcy (Lyman P.Q. Johnson) American Bankruptcy Institute Law Review (2011)

Fiduciary duties for the top governance officials of both business and religious organizations demand faithfulness to the institution’s mission, a seemingly strict demand. Meaningful sanctions for breach, however, are difficult to obtain and may not ...

Delaware's Non-Waivable Duties (Lyman P. Q. Johnson) Boston University Law Review (2011)

This Article disputes the view - seemingly settled among scholars, judges, and lawyers - that recently - enacted statutes in Delaware legally permit fiduciary duties to be waived in noncorporate business associations. The argument is ...

Enduring Equity in the Close Corporation (Lyman P.Q. Johnson) Western New England Law Review (2011)

This Article develops the theme of change/sameness in corporate law. Written to commemorate the thirty-fifth anniversary of Wilkes v. Springside Nursing Home, Inc., the Article argues that the equitable fiduciary duties so central to Wilkes ...

Innovative Transactional Pedagogies (Joan MacLeod Heminway, Michael A. Woronoff and Lyman P.Q. Johnson) Transactions: The Tennessee Journal of Business Law (2011)

Reality Check on Officer Liability (Lyman P.Q. Johnson) Business Lawyer (2011)

This article addresses the fiduciary duties of corporate officers. Responding to a critique that recent scholarly analyses of officers depart from reality, it argues that, on a variety of grounds, those analyses are more realistic ...

Techniques to Teach Substance and Skill in Contract Drafting: In-Office Meetings and Analytical Memos (Lyman P. Q. Johnson) Transactions: The Tennessee Journal of Business Law (2011)

This short article is based on a talk at Emory Law School on Transactional Lawyering. One overall pedagogical aim of a transactional course (or any business contract drafting course) is to link skills training with ...

Re-Enchanting the Corporation (Lyman P.Q. Johnson) William & Mary Business Law Review (2010)

A Tribute to Joseph Edward Ulrich (Brian C. Murchison, Ross W. Krumm, James Jennings, et al.) Washington and Lee Law Review (2010)

This tribute honors Joseph Edward Ulrich, who in thirty-one years on the W&L; Law faculty and in recent years as one-called-out-of-retirement, attained legendary status amidst fellow giants Roger Groot, Uncas McThenia, and Lash LaRue.

Are Corporate Officers Advised About Fiduciary Duties (Lyman P.Q. Johnson) Business Lawyer (2009)

This Article reports the results of an empirical study of whether and how in-house corporate counsel advise corporate officers about fiduciary duties. The fiduciary duties of officers long have been neglected by courts, scholars, and ...

Counter-Narrative in Corporate Law: Saints and Sinners, Apostles and Epistles (Lyman P.Q. Johnson) Michigan State Law Review (2009)

Corporate law is bi-vocal. On the one hand, liberating and amoral statutes permit a master narrative of business persons eagerly pursuing the good life as they see it. The mixture of such lax law and ...

A Fresh Look at Director "Independence": Mutual Fund Fee Litigation and Gartenberg at Twenty-Five (Lyman P.Q. Johnson) Vanderbilt Law Review (2008)

This article contrasts how a robust conception of director independence plays a central role in the corporate law world while, in the mutual fund industry, independence is a shrunken conception playing only a marginal role. ...

(Not) Advising Corporate Officers about Fiduciary Duties (Lyman P.Q. Johnson and Robert V. Ricca) Wake Forest Law Review (2007)

This Article explores the intersection of an important, unresolved corporate law issue and an overlooked professional responsibility issue persistently arising in the corporate milieu. The corporate law question currently unaddressed in Delaware law is whether ...

Having the Fiduciary Duty Talk: Model Advice for Corporate Officers (and Other Senior Agents) (Lyman P.Q. Johnson) Business Lawyer (2007)

Countless legal materials address the fiduciary duties of corporate directors. These include extensive decisional law, numerous institutes and continuing legal education seminars, several treatises and casebooks, and the well-known Corporate Director's Guidebook, recently released in ...