|Present||Dean, BYU Law|
|Present||Glen L. Farr Professor of Law, Brigham Young University|
|2004 - 2007||Faculty, University of Wisconsin Law School ‐ Global Legal Studies|
|2002 - 2007||Associate Director, Initiative for Studies in Technology Entrepreneurship|
|2002 - 2007||Professor, University of Wisconsin Law School|
|1997 - 2002||Associate Professor, Lewis & Clark Law School|
|1994 - 1997||Assistant Professor, Lewis & Clark Law School|
|1991 - 1994||Corporate Associate, Skadden, Arps, Slate, Meagher & Flom|
|1990 - 1991||Law Clerk, Fifth Circuit Court of Appeals ‐ Judge W. Eugene Davis|
Professional Service and Affiliations
|Member, American Law Institute||Attorney, Delaware Bar Association||Member, European Corporate Governance Institute|
|2007||MS, Biotechnology, University of Wisconsin|
|1990||JD, University of Chicago Law School|
|1986||BS, Brigham Young University|
J. Reuben Clark Law School
Brigham Young University
Provo, Utah 84602
The Exit Structure of Strategic Alliances Illinois Law Review (2005)
Today, many biotechnology firms use strategic alliances to contract with other companies. This article contends that the governance structure of these alliances - specifically, the contractual board - provides an integrated restraint on opportunism. While ...
Independent Legal Significance, Good Faith, and the Interpretation of Venture Capital Contracts Willamette Law Review (2004)
Venture capital contracts are inherently incomplete. When interpreting such contracts, courts could deal with the expectations of parties formally by inquiring only about the plain meaning of the contract or qualitatively by enforcing the presumed ...
Venture Capital Contracting in the Information Age Journal of Small & Emerging Business Law (1998)
Most venture capitalists provide services to their portfolio companies beyond capital investment. Although these services form an important part of the bargain between the venture capitalists and the entrepreneur, they are rarely specified or even ...
The Modern Business Judgment Rule Research Handbook on Mergers and Acquisitions, Forthcoming (2015)
For over 150 years, the business judgment rule performed a relatively straightforward task in the corporate governance system of the United States, namely, protecting corporate directors from liability for honest mistakes. Under the traditional version ...
The Role of Shareholders in the Modern American Corporation RESEARCH HANDBOOK ON THE ECONOMICS OF CORPORATE LAW (2011)
This chapter from the forthcoming Research Handbook on the Economics of Corporate Law (Claire Hill & Brett McDonnell, eds.) examines the role of shareholders in the modern American public corporation. The chapter starts with the ...
The Dystopian Potential of Corporate Law Emory Law Journal (2008)
The community of corporate law scholars in the United States is fragmented. One group, heavily influenced by economic analysis of corporations, is exploring the merits of increasing shareholder power vis-a-vis directors. Another group, animated by ...
Toward a New Theory of the Shareholder Role: A sacred space in corporate transactions Texas Law Review (2001)
Corporate law expresses a profound ambiguity toward the role of shareholders. Courts announce that shareholders are critical to the theory that legitimates the exercise of power - by directors and officers over vast aggregations of ...
A Proposal to Eliminate Director Standards From the Model Business Corporations Act University of Cincinnati Law Review (1999)
The Committee on Corporate Laws of the Business Section of the American Bar Association recently adopted amendments to the section of the Model Business Corporation Act (MBCA) enunciating standards of director performance. In place of ...
Chancellor Allen and the Fundamental Question Seattle University of Law Review (1998)
During his tenure on the bench, Chancellor William Allen was widely regarded as the leading judicial expert on matters of corporate law. In this Article, I attempt to explain Chancellor Allen's expansive reputation by examining ...
Corporate Governance and Managerial Incompetence: Lessons from Kmart North Carolina Law Review (1996)
Modern corporate governance scholars often extol an activist role by institutional investors in directing corporate activity. Widely viewed as a solution to the collective action problems that inhibit such activism by individual investors, institutional investors ...
Legal Precursors of Transaction Cost Economics THE ELGAR COMPANION TO TRANSACTION COST ECONOMICS (2009)
This essay traces the legal precursors of transaction cost economics by focusing on three prominent faculty of the University of Wisconsin: John R. Commons, J. Willard Hurst, and Stewart Macaulay.
Family Law and Entrepreneurial Action Ohio State Law Review Furthermore (2016)
In "The Contractual Foundation of Family-Business Law," Benjamin Means aspires to lay the groundwork for a law of family businesses. In this brief response essay, I suggest that a workable family-business law along the lines ...
Entrepreneurs on Horseback: Reflections on the Organization of Law 50 Arizona Law Review 71-89 (2008) (2008)
“Law and entrepreneurship” is an emerging field of study. Skeptics might wonder whether law and entrepreneurship is a variant of that old canard, the Law of the Horse. In this Essay, we defend law and ...
Law & Entrepreneurship: Do courts matter? Entrepreneurial Business Law Journal (2006)
In this essay, we sketch the outlines of a research agenda exploring links between courts and entrepreneurship. Our conception of law and entrepreneurship encompasses the study of positive law (including constitutions, statutes, and regulations), common ...