Professors Johnson and Millon Featured at Corporate Social Responsibility Conference

Prof. Millon

W&L Law Professors Lyman Johnson and David Millon will be featured at a conference at the University of St. Thomas entitled “Law and the History of Corporate Social Responsibility” this Friday, April 26.

This one-day conference is co-sponsored by the Holloran Center for Ethical Leadership, the Center for Ethical Business Cultures (CEBC), the University of St. Thomas School of Law, the Law Journal Symposium, and Opus College of Business. Scholars in law and business, members of the legal profession, and CEBC members discuss key topics and issues in the development of corporate law and the history of corporate responsibility. The event was inspired by the Fall 2012 publication of CEBC’s  landmark history: Corporate Responsibility: The American Experience, Cambridge University Press.

Prof. Lyman Johnson

When: Friday, April 26, 2013 8:00 a.m. to 3:00 p.m. (A reception will follow this event.)

Where: Schulze Hall Auditorium, Opus College of Business, University of St. Thomas Minneapolis Campus 1000 LaSalle Ave.Minneapolis, MN 55403-2015

Professor Lyman Johnson to Speak on M&A in Business Planning Courses

Prof. Lyman Johnson

Professor Lyman Johnson, the Robert O. Bentley Professor of Law at the Washington and Lee University School of Law and the LeJeune Distinguished Chair in Law at the University of St. Thomas School of Law will speak at American University Washington College of Law’s symposium entitled Transactional Lawyering: Theory, Practice, & Pedagogy.  Professor Johnson will speak on April 5 at 11:15am on the topic “M&A as One Component of a Business Planning Course.”

Professor Johnson has taught at the School of Law since 1985, and since 1995 he has 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.

Professor Johnson’s scholarship is in the business law area, and it has appeared in such journals, among others, as the Boston University Law Review, Columbia Law Review, Michigan Law Review, George Washington Law Review, The Business Lawyer, The Delaware Journal of Corporate Law, The Journal of Corporation Law, Vanderbilt Law Review, and the Texas Law Review.   His scholarship has been cited by judges, in their own scholarly writings, presentations, and in judicial decisions, including in In re the Walt Disney Company Derivative Litigation, 2005 WL 2056651 (Del. Ch. 2005), where two of his articles on fiduciary duties were cited.  His article on the business judgment rule was voted by American corporate law professors to be one of the “Top 10” corporate and securities law articles in the country for the year 2005.  He has spoken at dozens of conferences around the country on a broad range of topics.  Professor Johnson has served as an expert witness for, or advisor to, many different law firms on numerous significant business law and securities issues.

Professor Johnson is a member of The American Law Institute, where currently he is a member of the Consultative Group for the Principles of The Law of Nonprofit Organizations project, a project addressing director and officer fiduciary duties.  He is also a member of the Business Associations section and the Socio-Economics section of the Association of American Law Schools (AALS).  He is Chair-Elect of the AALS Section of Agency, Partnerships, and Limited Liability Companies, and since 2009 he has served on the Executive Committee for that Section.  He is a founding Executive Committee member for the new AALS Section on Transactional Lawyering.

Professor Johnson received a B.A., magna cum laude and with distinction in economics, from Carleton College in 1973.  He is a member of Phi Beta Kappa.  He received his J.D., magna cum laude, from the University of Minnesota Law School in 1978.  Prior to teaching law full-time, Professor Johnson was a partner in the law firm of Stacker, Ravich and Simon, Minneapolis-St. Paul, which was merged into and became part of the law firm now known as Robins, Kaplan, Miller & Ciresi.  He was a member of the Minnesota bar from 1978 until 2001, and since 1988, he has been a member of the Virginia bar, currently on associate status.  He is a member of the American Bar Association.

 

Prof. Lyman Johnson to Chair AALS Section

Prof. Lyman Johnson

Washington and Lee law professor Lyman Johnson was recently elected Chair of the Association of American Law Schools (AALS) Section on Agency, Partnerships, and LLCs. The Section focuses exclusively on noncorporate business associations. In recent years, limited liability companies(LLCs) have emerged as far and away the most popular form of business entity for start-up ventures, far surpassing the formation of corporations.

Every year the Section focuses on a timely topic of interest to scholars working in this area. This January the Section featured a tribute to the scholarship of Larry Ribstein, a prolific scholar from the University of Illinois who did pioneering work in the area of partnerships and LLCs and who died suddenly at the end of 2011. Prof. Johnson  provided a comment on a paper delivered at that session. As Chair, Johnson says his hope is to raise even further the profile of this important section and to explore connections with other AALS sections. He will also seek to reach out to members of the practicing bar and the judiciary who are grappling with issues in this area.

Prof. Johnson is also a founding Executive Committee member of the new AALS section on Transactional Law and Skills. This section  focuses on teaching students the substantive knowledge, skills, and tasks required to become transactional lawyers, such as those who work in law firm Financial Services or Corporate Acquisitions groups.

Prof. Lyman Johnson to Give Distinguished Lecture in Business Law at Queens University in Canada

Prof. Johnson

Professor Lyman Johnson will give the Osler, Hoskin & Harcourt LLP Distinguished Lecture in Business Law at Queen’s University in Ontario, Canada.  The lecture series, sponsored by Osler, Hoskin & Harcourt LLP and directed by Professor Paul B. Miller, brings internationally recognized business law scholars to Queen’s. The Distinguished Lecturers deliver papers of the highest scholarly calibre to engage students, faculty and alumni in discussions on contemporary business law topics.  Here are the details:

November 16, 2012 – 3:00 P.M., Macdonald Hall, Rm 211
“Unsettled and Unsettling Issues in Corporate Law”
Lyman P.Q. Johnson, Robert O. Bentley Professor of Law, Washington and Lee University School of Law

Professor Lyman Johnson to Give Pileggi Distinguished Lecture at Widener

Prof. Lyman Johnson

W&L Law Professor Lyman Johnson has been tapped to give the 28th Annual Francis G. Pileggi Distinguished Lecture in Law at Widener University School of Law in Delaware.  Professor Johnson’s talk is entitled “Unsettled and Unsettling Issues in Corporate Law” and will take place on Friday, November 9, 2012.

Professor Johnson is the Robert O.Bentley Professor of Law at Washington and Lee University School of Law and the LeJeune Distinguished Chair in Law at the University of St. Thomas School of Law. Professor Johnson is a nationally known scholar, whose work focuses on business associations, securities regulations, corporate finance, and business planning. His scholarship has appeared in a variety of publications including the Boston University Law Review, Columbia Law Review, George Washington Law Review, and the Delaware Journal of Corporate Law. His scholarship has been cited by judges, in their own scholarly writings, presentations, and in judicial decisions, including in In re the Walt Disney Company Derivative Litigation, 2005 WL 2056651 (Del. Ch. Aug. 9, 2005), where two of his articles on fiduciary duties were cited. In addition, his article on the business judgment rule was voted by American corporate law professors to be one of the “Top 10” corporate and securities law articles in the country for the year 2005.

Prof. Lyman Johnson to Participate in Upcoming Symposium on Social Enterprise

Professor Lyman Johnson will be participating in the Emerging Issues in Social Enterprise Symposium at Regent University School of Law on October 6, 2012.  Here is a description of the event:

For profit and for good. Social enterprise attempts to harness the power of the for-profit market to achieve social and environmental ends. In the wake of the recent financial crisis, interest in social enterprise has increased exponentially. Over the last four years, 18 states (including Maryland, North Carolina, and Virginia) have passed statutes allowing the formation of benefit corporations, benefit limited liability companies, low-profit limited liability companies (L3Cs), social purpose corporations, and flexible purpose corporations. While the population of these entities is growing, the mere existence of these business formations is hotly-debated within the corporate law community.

Practitioners, professors, students, and business owners are encouraged to attend this exciting event that promises to be an informative and helpful exploration of the developing issues related to social enterprise entities.

Our Symposium will include two morning panels featuring four distinguished academics who will present papers on the benefits, disadvantages, and implications of social enterprise entities. After their presentations, these panelists will engage in a moderated discussion, followed by a question and answer time with the audience.

In the afternoon panel, several legal practitioners and business owners will share their experience working in the field of social enterprise and will offer practical advice on working with these new corporate entities.

Please contact us at symposium@regent.edu with questions.

W&L Professors Johnson, Danforth, and Millon Post Piece on Third-Year Program

Professors Lyman Johnson, Robert Danforth, and David Millon have posted a piece discussing the third-year program at W&L Law.  The piece appears in Reforming Legal Education (Moss & Curtis, eds.).  Here is a description of the piece, which can be downloaded by visiting http://ssrn.com/abstract=2139789:

In early 2008, Washington and Lee fundamentally reformed the entire third year law school curriculum. The new curriculum broke with decades-long tradition by focusing entirely on student-centered, experiential learning. It also sharply distinguished the educational approach in the third year from that in the first and second years, thereby creating a strong sense of pedagogical progression. Finally, it more deliberately prepared students for the transition to practice and emphasized the importance of attending to the formation of a professional identity.

This article, a chapter in a new book − Reforming Legal Education (D. Moss & D. Curtis, eds., 2012) – describes in detail the substantive curricular changes made at Washington and Lee. But it also describes more process-oriented factors that are critical to successful curricular reform such as aligning proposed changes with a school’s or university’s larger strategic objectives so as to achieve true institutional “fit.” We also describe the importance of thoughtful implementation of reform, after adoption, through a phased-in “roll out” process. Finally, we relate how our curricular changes included, from the outset, a mandated mechanism for post-adoption assessment on an ongoing basis. Assurance of expected regular occasions for revisiting curricular reform can itself facilitate change and overcome initial resistance.

W&L Law’s Lyman Johnson on Corporate Personhood, Gender and Securities Law

Professor Lyman P. Q. Johnson, the Robert O. Bently Professor of Law at Washington and Lee University, recently published two articles, “Gender and Securities Law in the Supreme Court ” in the Women’s Rights Law Reporter, Vol. 33, 2012, and “Law and Legal Theory in the History of Corporate Responsibility: Corporate Personhood” in 35 Seattle University Law Review 1521 (2012).

“Gender and Securities Law in the Supreme Court,” which Johnson co-wrote with Michelle M. Harner (University of Maryland Francis King Carey School of Law) and Jason A. Cantone (University of Nebraska at Lincoln),  investigates whether female justices on the United States Supreme Court voted differently than, or otherwise influenced, male justices on securities law issues decided by that court over the four decades spanning the years 1971-2010. To the authors’ knowledge, no prior empirical study has examined gender and judging in the securities area on any court, and only one study has assessed that topic in the related field of corporate law. Download from SSRN.

In “Law and Legal Theory in the History of Corporate Responsibility: Corporate Personhood,” Johnson argues that the decades-long debates about and quest for corporate responsibility, continuing today, drew on and significantly benefited from the emergence of a distinct corporate person that, as a meaningful social-legal actor distinguishable from its constituents would, in some fashion, behave in a socially responsible manner. Thus, emergence of corporate personhood both necessitated and facilitated discussions about corporate responsibility. Download from SSRN.

Prof. Johnson on Corporate Parables

Professor Lyman P. Q. Johnson, the Robert O. Bently Professor of Law, recently had his article, Counter-Narrative In Corporate Law: Saints and Sinners, Apostles and Epistles, discussed extensively on one of the top corporate law blogs, Professor Bainbridge. The article, previously discussed here, and the post by Professor Stephen Bainbridge, argue that Delaware judges, like the minor prophets of old, call out sinners among the rich and powerful and hold them up as examples of what not to do.

Professor Johnson’s article can be found at the Michigan State Law Review website.

Prof. Johnson on Enduring Equity

Professor Lyman P. Q. Johnson, the Robert O. Bently Professor of Law, had his article, Enduring Equity in the Close Corporation, 33 W. New Eng. L. Rev. 313 (2011), published in the Western New England Law Review.

The article commemorates the thirty-fifth anniversary of Wilkes v. Springside Nursing Home, Inc., 353 N.E.2d 657 (Mass. 1976). Prof. Johnson argues that the equitable fiduciary duties so central to Wilkes endure today in the close corporation precisely because equity, by its nature, is so exquisitely adaptive – under constantly changing circumstances − to the ongoing pursuit of a just ordering within the corporation. Unlike fixed legal rules – which are categorical, static, and do not take sufficient account of changes wrought by time or human arationality – equity is malleable and timely as it reckons with the flux and gray of business relationships. Consequently, equity continues to be necessary in modern corporate jurisprudence, even as it must continually elude law’s attempted subduction by rules. This argument is developed after the Article first places Wilkes in a larger milieu by highlighting similarities and differences between 1976 and the present, and sketching some facts about the city of Pittsfield, the nursing home industry, and the company itself – all of which changed.

The article can be found on SSRN here.