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Lynn Stout

Professor of Corporate & Business Law, Cornell Law School

Experience

Internationally-recognized scholar and award-winning author in the fields of corporate governance, financial regulation, law and economics, and moral behavior. Prolific writer and accomplished speaker who lectures widely. Popular and effective teacher in large lecture classes and small seminars. Successful program director. Actively involved with business and investor groups, the business bar, alumni and student groups, public interest groups and research organizations. Frequent commentator for the New York Times, Wall Street Journal, USA Today, Los Angeles Times, PBS Newshour, and National Public Radio. Experienced member on for-profit and non-profit organization boards.

 Positions

  • Distinguished Professor of Corporate and Business Law, Clarke Business Law Institute, Cornell Law School, Ithaca, NY (since 2012)
  • Subjects taught over career: Business Concepts, Business Organization, Securities Regulation, Financial Markets and Financial Regulation, Law and Economics, Behavioral Law and Economics, International Securities Markets, advanced seminars on these subjects
  • Independent Director/Trustee (since 1998), Governance Committee (Chair 2005 - 2012), Audit Committee, Compliance Reports CommitteeEaton Vance Mutual Funds, Boston, MA
  • Paul Hastings Distinguished Professor of Corporate and Securities Law (2006 - 2012), Professor of Law (2001 - 2006), Principal Investigator and Director, UCLA-Sloan Research Program (2003 - 2007), Director, UCLA Business Law Program (2007 - 2010), University of California, Los Angeles School of Law, Los Angeles, CA
  • Professor of Law (1990 - 2001), Director, Georgetown-Sloan Project on Business Institutions (1996 - 2001), Georgetown University Law Center, Washington, DC
  • Visiting Professor, Harvard Law School, Cambridge, MA (Spring 2000)
  • Guest Scholar, The Brookings Institution, Washington, DC (1995)
  • Visiting Professor, New York University Law School, New York (Fall 1994)
  • Associate Professor of Law (1986 - 1988), Professor of Law (1988 - 1990), George Washington University Law School, Washington, DC
  • Associate Attorney, Williams & Connolly, Washington, DC (1983 - 1986)
  • Law Clerk to the Hon. Gerhard A. Gesell, US District Court for the District of Columbia, Washington, DC (1982 - 1983)

 Education

  • Senior Editor, Yale Law Journal, Yale Law School, New Have, CT J.D (May 1982)
  • Master of Public Affairs, Woodrow Wilson School, Princeton University, Princeton, NJ (May 1982)
  • Summa cum laude, Phi Beta Kappa, Woodrow Wilson School Senior Thesis Prize, Princeton University, Princeton, NJ, AB (May 1979)

Honors, Awards and Associations

  • Directors & Boards Governance Book of the Year (2012)
  • Media Consortium Award for Top Impact Publication (2012)
  • Named “Top Wonk” on Financial and Business Policy (since 2012)
  • Board of Advisors, Aspen Institute Business and Society Program (since 2009)
  • Board of Advisors, Accounting, Economics, and Law (since 2009)
  • Board of Advisors, Conference Board Task Force on Corporate/Investor Engagement (since 2013)
  • Executive Advisor, Brookings Institution, Brookings Project on Corporate Purpose (since 2011)
  • Research Fellow, Gruter Institute (since 2010)
  • Director, American Law and Economics Association (2003 - 2006)
  • Chair, American Association of Law Schools (AALS) Section on Law and Economics (1993 - 1994)
  • Chair, AALS Section on Business Associations (2003 - 2004)
  • Executive Council, AALS Section on Business Associations (1992 - 1994 and 1997 - 1999)
  • Member, American Bar Association, Business Law Section Task Force on the Changing Nature of Board/Shareholder Relations (2009  -2010)
  • Member and Associate Member, Bar of the District of Columbia (since 1983)
  • Member and Associate Member, Bar of the Commonwealth of Virginia (since 1985)
  • Reviewer for Oxford University Press, Harvard Business Review, Princeton University Press, Cornell University Press, UC Berkeley Press, Stanford University Press, Journal of Empirical Legal Studies, Convivium
  • Mutual Fund Industry Awards, nominated for Small Board Trustee of the Year (2004)
  • Princeton University Woodrow Wilson Fellow (1981-82) National Merit Scholar (1975)

Publications

Selected Books

  • The Shareholder Value Myth: How Putting Shareholders First Hurts Investors, Corporations and the Public (Berrett Koehler Press, 2012) (Named 2012 Governance Book of the Year by Directors & Boards Magazine; honored with Media Consortium Award for High Impact Publication of 2012)
  • Cultivating Conscience: How Good Laws Make Good People (Princeton University Press, 2011)
  • Cases and Materials on Law and Economics (with David Barnes, West 1992)

Selected Articles

  • Killing Conscience: The Unintended Behavioral Consequences of Pay-For-Performance, J. Corp. L. (forthcoming 2014)
  • The Toxic Side Effects of Shareholder Primacy, 161 U. Pa. L. Rev. 2003 (2013)
  • Optimism, Uncertainty, and the Problem of Democratic Regulation of Speculation, 97 Cornell L. Rev. 1177 (2012)
  • The Legal Origin of the 2008 Credit Crisis, 1 Harvard Bus. L. Rev. 1 (2011) (Inaugural article for new law review)
  • Fiduciary Duties for Activist Shareholders (with Iman Anabtawi), 60 Stan. L. Rev. 1255 (2008) (selected by Corp. Practice Commentator as one of the ten best corporate and securities law articles of 2008)
  • The Mythical Benefits of Shareholder Control, 93 Va. L. Rev. 789 (2007)
  • The Shareholder As Ulysses: Some Empirical Evidence on Why Investors In Public Corporations Tolerate Board Governance, 152 U. Pa. L. Rev. 667 (2003)
  • The Mechanisms of Market Inefficiency: An Introduction to the New Finance, 28 J. Corp. L. 635 (2003) (selected by Corp. Practice Commentator as one of the ten best corporate and securities law articles of 2003, cited by the U.S. Supreme Court in Amgen Inc. v. Connecticut Retirement Plans and Trust Funds, 568 U.S. __ (2013))
  • Do Antitakover Defenses Reduce Shareholder Wealth? The Ex Ante/Ex Post Measurement Problem, 55 Stan. L. Rev. 845 (2002)
  • Bad and Not-So-Bad Arguments for Shareholder Primacy, 75 S. Cal. L. Rev. 1189 (2002)
  • The Investor Confidence Game, 68 Brooklyn L. Rev. 407 (2002) (Ninth Annual Abraham L. Pomerantz Lecture) (Reprinted in Corp. Practice Commentator)
  • Trust, Trustworthiness, and the Behavioral Foundations of Corporate Law, 149 U. Penn. L. Rev. 1735 (2001) (with Margaret Blair)
  • Why The Law Hates Speculators: Regulation and Private Ordering in the Market for OTC Derivatives, 48 Duke L. J. 701 (1999) (Reprinted in Corp. Practice Commentator)
  • A Team Production Theory of Corporate Law, 85 Va. L. Rev. 247 (1999) (with Margaret Blair) (Identified as the 8th most-cited article of all time in corporate and securities law, with all other top ten articles being much older, see 110 Mich. L. Rev. 1483, 1499 (2012); selected by Corp. Practice Commentator one of the ten best corporate and securities law articles of 1999; cited by U.S. Supreme Court Justice Stevens in his dissent in Citizens United v. FEC , 558 U.S. 310 (2010)
  • Are Stock Markets Costly Casinos? Disagreement, Market Failure, and Securities Regulation, 81 Va. L. Rev. 611 (1995) (selected by Corp. Practice Commentator as one of the ten best corporate and securities law articles of 1995)
  • Betting The Bank: How Derivatives Trading Under Conditions of Uncertainty Can Increase Risks and Erode Returns in Financial Markets, 21 J. Corp. L. 53 (1995)
  • Some Thoughts on Poverty and Failure in the Market for Human Capital, 81 Geo. L. J. 1947 (1993)
  • Strict Scrutiny and Social Choice: An Economic Inquiry into Fundamental Rights and Suspect Classifications, 80 Geo. L. J. 1787 (1992)
  • Are Takeover Premiums Really Premiums? Market Price, Fair Value, and Corporate Law, 99 Yale L. J. 1235 (1990)
  • The Unimportance of Being Efficient: An Economic Analysis of Stock Market Pricing and Securities Regulation, 87 Mich. L. Rev. 613 (1988)

Selected Shorter Essays and Commentaries

  • Pay for Performance Pitfalls, L.A. Times at A28 (April 12, 2013).
  • How Wall Street Creates Convicts: The Financial Industry has Turned into a ‘Criminogenic’ Culture that Tempts Otherwise Conscientious People, USA Today at 9A (Sept. 5, 2012)(with Jordan Thomas)
  • No Way to Run a Corporation: It’s Clear that a Relentless Focus on Share Price Can Hurt not only Employees, Taxpayers and Society, but Shareholders Too, L.A. Times at A28 (Sept. 2, 2012)
  • When Banks Can’t Quit Gambling: Jamie Dimon May Call it Insurance, but it’s a Bet, Pure and Simple, L.A. Times at A13 (May 22, 2012)
  • How Investing Turns Nice People Into Psychopaths, The Atlantic (April 4, 2012), http://www. theatlantic.com/business/archive/2012/04/how-investing-turns-nice-people-into- psychopaths/255426/
  • Pro-American but Anti-Banker, N. Y. Times, Room for Debate (Sept. 28, 2011)
  • The Babylonian Bet, Wash. Times at A2 (Sept. 15, 2010)
  • Punishment for Messing Up, N. Y. Times, Room for Debate (Oct. 23, 2009)
  • Why We Need Derivatives Reform, N. Y. Times, Dealbook (Oct. 7, 2009)
  • Are Executives Paid Too Much?, Wall St. J. at A13 (Feb. 26, 2009)
  • Why Carl Icahn is Bad for Investors, Wall St. J. at A11 (Aug. 1, 2008)
  • Corporations Shouldn’t Be Democracies, Wall St. J. at A17 (Sept. 27, 2007)
  • Investors Who Are Too Bolshy For Their Own Good, Financial Times at 9 (April 23, 2007)
  • Democracy By Proxy, Wall St. J. at A16 (March 8, 2007)
  • Shareholders Should Not Always Come First, Financial Times at 13 (March 28, 2005)
  • An Inside Job, N. Y. Times, Week in Review Section 4 at 11 (March 27, 2005)(with Iman Anabtawi)
  • Don’t Hang the Disney Board Just Yet, L. A. Times at B9 (Nov. 29, 2004)
  • Sometimes Democracy Isn’t Desirable, Wall St. J. at B2 (Aug. 10, 2004)(with Iman Anabtawi)
  • Boards Should Look CEOs in the Eye, Tell Them Just What They’re Worth, USA Today at 21A (Oct. 22, 2003)
  • Power to PeopleSoft, Wall St. J. at B2 (July 15, 2003)

Selected Recent Public Appearances 2013

  • Second Annual Critical Studies in Accounting and Finance Conference (Abu Dhabi, UAE, December 17), Plenary Speaker on “Sovereign Wealth Funds and Institutional Investors”
  • Philosophy of Management (Philoma) Speaker Series (Brussels, Belgium, December 12), Presented “The Shareholder Value Myth”
  • National Investor Relations Institute Senior Roundtable Annual Meeting (Miami, FL, December 5), Plenary Speaker on “The Shareholder Value Myth”
  • Chartered Professional Accountants of Canada Annual Meeting (Toronto, ON, November 29), Plenary Speaker on “Value Creation: Is Maximizing Shareholder Value The Optimal Economic Model?”
  • University of Michigan, (Anne Arbor, MI, November 21), Debated “Shareholder Value: Myth or Reality” with Michigan business professor Uday Rajan and Michigan law professor Adam Pritchard
  • American Philosophical Society, Autumn General Meeting (Philadelphia, PA, November 16), Panelist on “The American Corporation”
  • General Counsel Forum, 15th Annual Conference of General Counsel (Austin, TX, November 15), Plenary Speaker on “The Shareholder Value Myth”
  • Baruch College Center for Corporate Integrity Speaker Series (New York, NY, November 1), Debated “The Shareholder Value Myth” with NYU Law professor Barry Adler
  • Cleary Gottlieb 12th Annual Corporate Governance Seminar (New York, NY, November 13), Speaker on “The Shareholder Value Myth”
  • U.S. Congress, Congressional Briefing on H.R. 1579 (Washington, DC, October 30), Speaker on “Financial Transaction Taxes”
  • Cornell University Trustee-Council Annual Meeting (Ithaca, NY, October 25), Thought Leader Speaker, presented “The Shareholder Value Myth”
  • Financial Markets Association Annual Meeting (Chicago IL, October 17), Panelist on “Shareholder Wealth Maximization: What’s Wrong and What’s Next”
  • Drucker Institute Forum on Long-Termism (Claremont, CA September 19-20), Participant
  • European Environmental Law Service and European Committee for Corporate Justice Program on Corporate Governance: From Thought to Action (Brussels, Belgium, September 16), Participant
  • Practicing Law Institute, 11th Annual Directors’ Institute on Corporate Governance (New York City, September 11), Luncheon Speaker on “Shareholders and Boards”
  • Renaissance Weekend Labor Day Program (August 30, Monterey, CA), Presented “The Shareholder Value Myth”
  • Academy of Management 2013 Annual Meeting (August 11, Orlando, FL), Panelist on “Collaborating with Financial Pathfinders Challenging Finance’s Shareholder Wealth Maximization Model” and “Benefit Corporations: New Incorporation Statutes”
  • CFA Institute, Program Partner Conference (July 11, Charlottesville, VA), Plenary Speaker on “The Shareholder Value Myth”
  • EURAM 2013 Annual Meeting (June 28, Istanbul, Turkey), Plenary Speaker on “Democracy and the Firm”
  • 2013 Millstein Governance Forum at Columbia Law School, “Corporate Governance in the New “Normal”: The Impact of New Patterns of Corporate Ownership” (June 24, New York, NY), Panelist on “Beyond Shareholder Primacy: Should Corporations Be Thinking of More Than Profit Maximization for Their Shareholders?”
  • INSEAD Social Innovation Centre, Guest Speaker (June 13, Fountainebleau, FR), Speaker on “The Troubling Question of Corporate Purpose”
  • National Association of Corporate Directors, New York Chapter Meeting (June 4, New York, NY), Spoke on “The Shareholder Value Myth”
  • American Enterprise Institute and Federalist Society (May 1, Washington, DC), Public Debate on “Shareholder Value Theory: Myth or Motivator?” with Prof. Jon Macey of Yale Law School
  • Council of Institutional Investors 2013 Annual Meeting, “Eye on Investors” (April 19, Washington, DC), Plenary panelist on “Does Corporate Governance Add Value?”
  • Securities Regulation Institute, Annual Meeting (San Diego, CA, January 25), Plenary panelist on “Ethical Issues for Disclosure Lawyers”
  • University of Leeds, Allen & Overy, and Centre for Law, Markets and Regulation Conference On Regulating for Integrity in the City (London, UK, January 15), Presented “Killing Conscience: The Unintended Behavioral Consequences of Pay for Performance”