The Corporate Practice Commentator has named Professor Lyman Johnson’s article on corporate officers and business judgment rule one of the ten best corporate and securities articles published in 2005. Published four times a year and reprinting a selection of articles about corporate law, the Corporate Practice Commentator conducts an annual survey of legal scholars teaching in this area to determine this award. Survey participants chose from among 430 articles in selecting the ten best.
“I appreciate the recognition given my scholarship by other corporate law scholars,” said Johnson. “I am especially grateful because I had my students read this article for class, and my students now see that good work gets noticed and can make a difference in the larger legal world they will join.”
Johnson’s article, published in Business Lawyer, Vol. 60, February 2005, argues that the business judgment rule - a cornerstone concept in corporate law - does not and should not extend to corporate officers in the same broad manner in which it is applied to directors. This is the same scholarship that has emerged as central to the most important corporate law case in America in many years, wherein shareholders of the Walt Disney Company have sued directors and officers of Disney for the way they handled the hiring and firing of Michael Ovitz. (Read more about this case.)
Below is a list of the winning articles, listed in alphabetical order by the initial author. Because of ties there are 11 on this year’s list.
Bebchuk, Lucian Arye (Harvard). The case for increasing shareholder power. 118 Harv. L. Rev. 833-914 (2005).
Bratton, William W (Georgetown). The new dividend puzzle. 93 Geo. L.J. 845-895 (2005).
Elhauge, Einer (Harvard). Sacrificing corporate profits in the public interest. 80 N.Y.U. L. Rev. 733-869 (2005).
Johnson, Lyman P.Q (Washington and Lee). Corporate officers and the business judgment rule. 60 Bus. Law. 439-469 (2005).
Milhaupt, Curtis J (Columbia). In the shadow of Delaware? The rise of hostile takeovers in Japan. 105 Colum. L. Rev. 2171-2216 (2005).
Ribstein, Larry E (Illinois). Are partners fiduciaries? 2005 U. Ill. L. Rev. 209-251.
Roe, Mark J (Harvard). Delaware’s politics. 118 Harv. L. Rev. 2491-2543 (2005).
Romano, Roberta (Yale). The Sarbanes-Oxley Act and the making of quack corporate governance. 114 Yale L.J. 1521-1611 (2005).
Subramanian, Guhan (Harvard). Fixing freezeouts. 115 Yale L.J. 2-70 (2005).
Thompson, Robert B. and Randall S. Thomas (both Vanderbilt). The public and private faces of derivative lawsuits. 57 Vand. L. Rev. 1747-1793 (2004).
Weiss, Elliott J. (Arizona) and Lawrence J. White (NYU Business School). File early, then free ride: How Delaware law (mis)shapes shareholder class actions. 57 Vand. L. Rev. 1797-1881 (2004).