Curriculum Vitae

Deborah A. DeMott

Academic Employment

Professor of Law, Duke University School of Law, Durham, North Carolina 27706; Assistant Professor, 1975-78; Associate Professor of Law, 1978-81; Professor since 1981; David F. Cavers Professor since 2000
Centennial Visiting Professor, Law Department, London School of Economics (term 2000-02)
Visiting Fellow, New Zealand Legal Research Foundation and University of Auckland, Spring 1999
Scholar in Residence, Frances Lewis Legal Research Center, Washington & Lee University, spring 1998
Visiting Huber C. Hurst Eminent Scholar, University of Florida College of Law, Spring 1996
Visiting Fellow, University of Melbourne Law School, Summer 1993, Summer 1995
Visiting Professor of Law, Bond University (Australia), Summer 1992
James L. Lewtas Visiting Professor of Law, Osgoode Hall Law School, York University, Fall 1991
Visiting Professor of Law, University of San Diego, Summer 1991
Visiting Professor of Law, University of Colorado, Summer 1989
Visiting Professor of Law, Hastings College of the Law, University of California, Spring 1986
Visiting Assistant Professor of Law, University of Texas School of Law, 1977-78

Memberships

Admitted to New York Bar, 1974
Member, American Bar Association, American Law Institute (Reporter, Restatement of Agency (Third), 1995 - )

Legal Education

New York University School of Law, J.D., 1973; New York University Law Review, Articles & Book Review Editor, 1972-73, Staff member, 1971-72

Prior Education

Swarthmore College, Swarthmore, PA: B.A. (with Honors), June 1970. Major, History; Minors, Philosophy and English Literature

Awards and Competitive Fellowships

University Scholar/Teacher of the Year Award, Duke University, 1989
Fulbright Senior Scholar, University of Sydney and Monash University (Australia), July-October 1986
American Association of University Women Fellowship, 1972-73
John Norton Pomeroy Prize for academic excellence, New York University, Fall 1971 & Fall 1972

Courses Taught

Business Associations; Contracts; Corporate Finance; Fiduciary Obligation, Agency & Partnership; Ethical Issues in Corporate Law and Practice; Comparative Corporate Law; Members' Remedies; Mergers & Acquisitions (seminar); Legal Research and Writing

Prior Legal Employment

Associate, January 1974 to June 1975
Summer Associate, 1972
Simpson Thacher & Bartlett
One Battery Park Plaza
New York, New York 10003
Law Clerk, September 1973 to January 1974
The Honorable Arnold Bauman, late United States District Judge
Southern District of New York
Foley Square
New York, New York 10007
Law clerk and researcher, summer 1971 and part-time 1971-72
Rothblatt & Rothblatt, Seijas & Peskin
232 West End Avenue
New York, New York 10023

Publications

Books

Fiduciary Obligation, Agency and Partnership: Duties in Ongoing Business Relationships (West Pub. Co., 1991) & Teacher's Manual (1991)
Shareholder Derivative Actions (Callaghan & Co., 1987) and Annual Supplement (1988, 1989, 1990, 1991, 1992, 1993, 1994, 1995, 1996, 1997, 1998, 1999, 2000), excerpted in R. Hamilton, Corporations Including Partnerships and Limited Partnerships (West Pub. Co., 1990)
Corporations at the Crossroads: Governance and Reform (McGraw-Hill 1980)

Articles and Essays in Collection

Shareholder Challenges to Executive Remuneration, 74 Austl. L.J. 576 (2000).
The Figure in the Landscape: A Comparative Sketch of Directors' Self-Interested Transactions, in 2 Company, Financial and Insolvency Law Review 190 (1999) and 62 Law and Contemporary Problems No. 3, at 243 (Summer 1999)
Organizational Incentives to Care About the Law, 60 Law & Contemp. Probs. No. 4, at 39 (Autumn 1997, published fall 1998)
The Lawyer as Agent, 67 Fordham L. Rev. 301 (1998)
Legislating Business Judgment: A Comment from the United States, 16 Company & Securities L.J. 575 (1998)
The Faces of Loyalty: A Comment on Hillman, "Loyalty in the Firm: A Statement of General Principles on the Duties of Partners Withdrawing from Law Firms,"55 Wash. & Lee L. Rev. 1401 (1998)
The Mechanisms of Control, 13 U. Conn. J. Int'l L. 233 (1999)
A Revised Prospectus for a Third Restatement of Agency, 31 U. Cal. Davis L. Rev. 1035 (1998)
Appropriating Form: A Comment on Summers, "How Law Is Formal and Why It Matters," 82 Cornell L. Rev. 1230 (1997)
Agency Principles and Large Block Shareholders, 19 Cardozo L. Rev. 321 (1997)
Agency and the Unincorporated Firm: Reflections on Design on the Same Plane of Interest, 54 Wash. & Lee L. Rev. 595 (1997)
Proprietary Norms in Corporate Law: An Essay on Reading Gambotto in the United States, in Gambotto v. WCP Ltd.: Its Implications for Corporate Regulation (Ian Ramsay ed., Centre for Corporate Law & Securities Regulation, 1996)
Fiduciary Preludes: Likely Issues for LLCs, 66 U. Colo. L. Rev. 1043 (1995), abstracted in 10 Bowne Digest for Corporate and Securities Lawyers, No. 3, at 4 (March 1996)
Our Partners' Keepers? Agency Dimensions of Partnership Relationships, 58 Law & Contemp. Probs. No. 2, at 109 (Summer 1995)
Contesting the Fiducial Line: Legal Theory and the Duty to be Loyal, in Macro Socio-Economics, at 99 (D. Sciulli ed., M.E. Sharpe pub., 1995); and in 12 Duke Law Magazine 10 (Summer 1994)
Do You Have the Right to Remain Silent? Duties of Disclosure in Business Transactions, 19 Del. J. Corp. L. 65 (1994)
Self-Dealing Transactions in Nonprofit Corporations, 59 Brook. L. Rev. 131 (1993), abstracted in 8 Bowne Digest for Corporate and Securities Lawyers, No. 4, at 8 (1994), reprinted in 36 Corp. Prac. Commentator 595 (1994)
Down the Rabbit-Hole and into the Nineties: Selected Issues of Accountability in the Wake of Eighties-Style Transactions in Control, 61 Geo. Wash. L. Rev. 1030 (1993)
Directors' Duty of Care and the Business Judgment Rule: American Precedents and Australian Choices, 4 Bond L. Rev. 133 (1992)
Oppressed But Not Betrayed: A Comparative Assessment of Canadian Remedies for Minority Shareholders and Nonshareholder Constituents, 55 Law & Contemp. Probs. 181 (Winter 1993)
Rollups of Limited Partnerships: Questions of Regulation and Fairness, 70 Wash. U.L.Q. 617 (1992)
Fiduciary Obligation Under Intellectual Siege: Contemporary Challenges to the Duty to Be Loyal, 30 Osgoode Hall L.J. 471 (1992)
Puzzles and Parables: Defining Good Faith in the MBO Context, 25 Wake Forest L. Rev. 15 (1990), abstracted in 4 Bowne Digest for Corporate and Securities Lawyers, No. 5, at 3 (1990)
The Biggest Deal Ever, 1989 Duke L.J. 1, revised for publication in 7 Duke Law Magazine 12 (Winter 1990), excerpted in L. Mitchell & L. Solomon, Corporate Finance and Governance: Cases, Materials and Problems (Carolina Academic Press, 1992)
Limiting Directors' Liability, 66 Wash. U.L.Q. 295 (1988)
Beyond Metaphor: An Analysis of Fiduciary Obligation, 1988 Duke L.J. 878
Directors' Duties in Management Buyouts and Leveraged Recapitalizations, 49 Ohio St. L.J. 517 (1988), excerpted in R. Hamilton, Corporation Finance: Cases and Materials 939 (2d ed., West Pub. Co., 1989)
Comparative Dimensions of Takeover Regulation, in Knights, Raiders and Targets: The Impact of the Hostile Takeover (J. Coffee, L. Lowenstein & S. Rose-Ackerman eds., Oxford Univ. Press 1988), revised for publication in 65 Wash. U.L.Q. 69 (1987), abstracted in 2 Bowne Digest for Corporate and Securities Lawyers, No. 5, at 4 (May 1988)
The Corporate Fox and the Shareholders' Hen House: Reflections on Alford v. Shaw, 65 N.C. L. Rev. 569 (1987)
Shareholder Litigation in the United States and Australia: Common Problems, Uncommon Solutions, 11 Sydney L. Rev. 259 (1987)
Federalizing Securities Market Law: The United States Experience with Takeover Regulation, 5 Company & Securities L.J. 64 (1987)
Demand in Derivative Actions: Problems of Interpretation and Function, 19 U. Cal. Davis L. Rev. 461 (1986), reprinted in 29 Corp. Prac. Commentator 347 (1986)
Perspectives on Choice of Law for Corporate Internal Affairs, 48 Law & Contemp. Probs. 161 (Summer 1985), reprinted in 28 Corp. Prac. Commentator 347 (1986)
Current Issues in Tender Offer Regulation: Lessons From the British, 58 N.Y.U. L. Rev. 945 (1983), excerpted in M. Steinberg, Securities Regulation (Matthew Bender 1986)
Pac-Man Tender Offers, 1983 Duke L.J. 116, reprinted in 26 Corp. Prac. Commentator 421 (1984); revised for publication in Tender Offers: Developments and Commentaries (M. Steinberg ed., Greenwood Press 1985)
Defending the Quiet Life: The Role of Special Counsel in Director Terminations of Derivative Suits, 56 Notre Dame Law. 850 (1981), reprinted in 24 Corp. Prac. Commentator 137 (1982)
Reweaving the Corporate Veil: Management Structure and the Control of Corporate Information, 41 Law & Contemp. Probs. 182 (Summer 1977)

Short Articles

Foreword, 56 Law & Contemp. Probs. No. 3, at 1 (Summer 1993)
Foreword, 56 Law & Contemp. Probs. No. 1, at 1 (Winter 1993)
Assessing Investors' Long-Term Commitment, Legal Times, April 24, 1989, at 27; reprinted in Fulton County Daily Report, April 28, 1989, at 8; Manhattan Lawyer, May 9, 1989, at 30; Texas Lawyer, May 1, 1989, at 30; The Recorder, May 10, 1989, at 7
Five Key Issues in Takeover Regulation, 6 Duke Law Magazine 4 (1988)
Takeover Defenses - Directors' Duties and Management Buyouts, ___ Australian Director ___
Foreword, 48 Law & Contemp. Probs. 1 (Summer 1985)
A Comment on Mandatory Buy Outs, 3 Duke Law Magazine 4 (1985)
Foreword, 41 Law & Contemp. Probs. 1 (Summer 1977)

Book Reviews

Trust and Tension in Corporations, 81 Cornell L. Rev. 1308 (1996) (reviewing, inter alia, Progressive Corporate Law (Lawrence E. Mitchell ed. 1995)), reprinted in 39 Corp. Prac. Commentator 289 (1997)
Review of Norman E. Bowie, University-Business Partnerships (Rowman & Littlefield, Inc., Lanham, Md., 1994) and Robert L. Simon, Neutrality and the Academic Ethic (Rowman & Littlefield, Inc., Lanham, Md., 1994) in 81 Academe, May/June 1995, at 68
Review of G. Clark, Pensions and Corporate Restructuring in American Industry: A Crisis of Regulation, in 1 Contemporary Gerontology, No. 4, at 140 (1994)
Adventures in Finance, 86 Mich. L. Rev. 1185 (1988) (reviewing M. Fox, Finance and Industrial Performance in a Dynamic Economy: Theory, Practice, and Policy (1987))
Book Note, 33 J. Legal Educ. 179 (1983) (reviewing C. Lansbury, The Reasonable Man: Trollope's Legal Fiction)

Other

Restatement (Third) of Agency (Tentative Draft No. 2, 2001)
Restatement (Third) of Agency (Council Draft No. 2, 2000)
Restatement (Third) of Agency (Preliminary Draft No. 4, 2000)
Restatement (Third) of Agency (Tentative Draft No. 1, 2000)
Restatement (Third) of Agency (Council Draft No. 1, 1999)
Restatement (Third) of Agency (Preliminary Draft No. 3, 1999)
Restatement (Third) of Agency (Preliminary Draft No. 2, 1998)
Restatement (Third) of Agency (Preliminary Draft No. 1, 1997)
Corporate Governance in a Changing Global Economy (with L.S. Sealey), course material prepared in 1997
Ethical Issues in Corporate Representation, course materials initially prepared in 1994-95 (unpubl.)
Members' Remedies (with Elizabeth Boros & Ian Ramsay), course materials prepared in 1995 (unpubl.)
Special Editor (with J. Dennis Hynes), Partnerships, 58 Law & Contemp. Probs. No. 2 (Summer 1995)
Ethical Issues in Shareholder Litigation, in ALI-ABA Course Materials on Principles of Corporate Governance (1993)
Special Editor, Equitable Doctrines and Remedies in Contemporary Regulatory Settings, 56 Law & Contemp. Probs. No. 1 (Winter 1993) and Modern Equity, 56 Law & Contemp. Probs. No. 3 (Summer 1993)
An Overview of Corporation Law, in Corporation and Business Practice Handbook (Wake Forest University School of Law 1992)
Trends in Officer and Director Liability--A Comparative Analysis, in Representing The Corporate Client (course materials) (North Carolina Bar Foundation, Sept. 28, 1990)
Update on International Takeover Regulation, 2 Bowne Digest for Corporate & Securities Lawyers, Nos. 7-8, at 3 (July/Aug. 1988).
Legal Limits on SEC's Rulemaking, Australian Financial Review, July 16, 1986, at 5.
Special Editor, Shareholder Litigation, 48 Law & Contemp. Probs. No. 3 (Summer 1985)
Special Editor, Reweaving the Corporate Veil, 41 Law & Contemp. Probs. No. 3 (Summer 1977)
Co-author: Note, Schools, Busing and Desegregation: The Post-Swann Era, 46 N.Y.U. L. Rev. 1078 (1971)

Academic and Professional Activities

Reporter, Restatement (Third) of Agency, for American Law Institute, November 1995--
External Reviewer, University of Iowa College of Law, for Provost of University of Iowa, Fall 1994
Member, International Advisory Board, Centre for Corporate Law and Securities Regulation, University of Melbourne, 1997-present
Faculty, 1995 Summer Institute in Transnational Law (Duke in Brussels); 1988 Summer Institute in Transnational Law (Duke in Denmark) Copenhagen
North Carolina General Statutes Commission, member 1990-98; Art Law Drafting Committee, member 1987-91
Coif 1990 Triennium Book Award, Selection Committee, member 1987-89
Association of American Law Schools, Committee on Professional Development, member 1988-89
Planning Committees, AALS 1989 Conference on Contracts, member 1988-89; AALS 1990 Workshop on Commercial Law, member 1989-90; AALS 1991 Workshop on Women in Legal Education, member 1990 -
Law School Admission Council, Trustee, 1984-88; Finance Committee, member 1981-83; Operations Committee, 1984-85; Nominating Committee for 1988 Elections
Journal of Legal Education, Advisory Committee, member 1982-86
AALS, Committee on 1986 Nominations, member 1985
Joint AALS-LSAC Committee on Statement on Pre-Legal Education, member 1985-86
Duke University Athletic Council, member 1982-85
University Committee to Review Appointments, Promotion and Tenure Practices, member 1984-85
Duke University Academic Council, Elected member, 1978-81
Committee to Review the Social Implications of Duke's Investment Policy, Chairman, 1976-77
Review Committee on the Use of Human Subjects in Non-Medical Research, Chairman, 1979-82
Academic Priorities Committee, member 1987-89
Faculty Compensation Committee, Chairman 1990-91, member 1989-91
Search Committee for Executive Vice President, member 1990
Steering Committee for University Long-Range Planning, member 1992-94
Search Committee for Provost, member 1993-94
Occasional manuscript reviewer, Duke University Press, McGraw-Hill Publishing Co. and Little Brown & Co.

Legislative Testimony

Testimony on H.R. 617, the Limited Partnership Rollup Reform Act of 1993, before the Subcommittee on Telecommunications and Finance of the Committee on Energy and Commerce, U.S. House of Representatives, 103rd Congress, 1st Sess., Feb. 3, 1993

Selected Presentations to Professional Groups

" Shareholders as Principals," presented to Key Developments in Corporate Law and Equity: A Celebration of the Scholarship of Emeritus Professor Harold Ford, Melbourne Australia, March 2001.
"Transatlantic Perspectives on Partnership: Risk and Responsibility," public lecture delivered at Institute for Advanced Legal Studies, London, March 2001.
"International Developments in Takeover Regulations," March 2001, to seminar organized by Corporate Law Interest Group, University of Sydney Faculty of Law.
"Restating Agency: Competing Bases for Accountability for the Actions of Others," faculty workshops at Pepperdine University School of Law, November 2000 and Emory University School of Law, December 2000.
"Restatements and Law Reform," lecture to the Law Commission, London, June 2000
"Restating Agency," Presented to Law Department Faculty Workshop, London School of Economics, March 2000.
"Instructions and the Agency Relationship," presented to Legal Theory workshop, Columbia Law School, Nov. 1999.
"Self-Dealing Transactions in Comparative Perspective," annual public lecture on corporate law, University of Cincinnati College of Law, Oct. 1999.
"Appearance and Accountability," Law Foundation public lecture delivered in Auckland, March 1999
"The Figure in the Landscape: A Comparative Sketch of Directors' Self-Dealing Transactions," presented to conference on Directors' Duties, Cambridge, December 1998
"The Proposed Statutory Business Judgment Rule," presented in Melbourne, July 1998, under auspices of Centre for Corporate Law and Securities Regulation, University of Melbourne, and Business Law Section of Law Council of Australia
"The Dangers of Relational Investing," presented in Sydney, July 1998, to seminar organized by Corporate Law Interest Group, University of Sydney Faculty of Law
"The Faces of Loyalty," presented to law review conference, Washington & Lee University School of Law, Washington, D.C. and Lexington, Va., April 1998
"The Mechanisms of Control," presented to law review conference, University of Connecticut School of Law, Hartford, Ct., April 1998
"Incentives and Interpretation: Contemporary Perspectives in the Law of Agency," Frances Lewis Law Center public lecture at Washington & Lee University School of Law, March 1998
"Agency Law in Regulatory Contexts," presented to Experian Corp. Law Conference, Ponte Vedra, Florida, February 1998
"Organizational Incentives to Care About the Law," presented to Law and Contemporary Problems conference on Deterring Corporate Misconduct, Naples, Florida, and at faculty workshop, Northwestern University School of Law, November 1997
"Appropriating Form," presented at 1997 Cornell Law Review Symposium on the Nature and Sources, Formal and Informal, of Law, March 1997
"Trust and Tension in Corporations," faculty workshop presentation at University of Florida College of Law, February 1996
"Agency Principles and Large Block Shareholders," presented to conference on The Essays of Warren Buffett: Lessons for Corporate Lawyers, New York City, October 1996
"Agency and the Unincorporated Firm," address presented at conference on The Future of the Unincorporated Firm, Washington & Lee University School of Law, November 1996
"Perspectives on Tensions and Evolution Within Organizations," presented to conference on Progressive Corporate Law, George Washington University National Law Center, October 1995
"Current Issues in Shareholder Litigation in the United States," presented to Corporate Law Interest Group, University of Melbourne, June 1995
"Fiduciary Issues in Limited Liability Companies," presented to Law Review Conference, University of Colorado, February 1995
"Contesting the Fiducial Line: Legal Theory and the Duty to Be Loyal," to annual meeting of Society for the Advancement of Socio-Economics," Fontainebleu, July 1994
"Executive Compensation: Dilemmas of Disclosure and Practice," guest lecture at Cornell Law School, March 1994
"Ethical Issues in Shareholder Litigation," to ALI-ABA Course of Study on Principles of Corporate Governance, New York City, November 1993
"Accountability Issues Following Changes in Control," to Conference on ALI Principles of Corporate Governance, Cardozo Law School, October 1993
"Shareholder Litigation as a Monitor of Management," presented to faculty at University of Melbourne Graduate School of Management and Monash University School of Law, July 1993
"The Paradoxes of Executive Compensation: Corporate Practice and Mandated Disclosure," presented to University of Melbourne Law School Foundation and to invited law firm and business audiences in Melbourne, July 1993
"Self-Dealing in Nonprofit Corporations: The Paradoxes of Doing Well While Doing Good," comment at the Abraham L. Pomerantz Lecture, Brooklyn Law School, March 1993
"Do You Have the Right to Remain Silent?: Duties of Disclosure in Business Transactions," Francis G. Pileggi annual lecture, Widener University School of Law, March 1993
"The Unreasonable Victim and the Unconscionable Transaction," lecture at University of Wollongong Law School, August 1992
"Directors' Duty of Care and the Business Judgment Rule: American Precedents, Australian Choices," lecture at University of Melbourne Law School, August 1992
"Current Issues in Workout Transactions," to Conference on Corporate Insolvency, Bond University Law School, July 1992
"An Overview of Corporation Law," to Corporation and Business Law Symposium, Wake Forest University, April 1992
"Fiduciary Obligation Under Intellectual Siege," James L. Lewtas lecture in Commercial Law for 1991, public lecture at Osgoode Hall Law School, November 1991
"Limited Partnership Rollups," to F. Hodge O'Neal Memorial Conference on Corporate Law and Finance, Washington University, November 1991
"The Pitfalls of Partnership for Lenders and Borrowers," to Association of American Law Schools, Section on Jewish Law, January 1992
"Developments in Corporate and Commercial Applications of the Concept of Good Faith," public lecture at Florida State University College of Law, October 1990
"Between Altruism and Contract: Reflections on Fiduciary Obligation," faculty workshop presentation at Florida State University College of Law, October 1990 and at University of Arizona College of Law, February 1991
"Trends in Officer and Director Liability," to Seminar on Representing the Corporate Client, sponsored by Corporate Counsel Committee of North Carolina Bar Association, Greensboro, September 1990
"Defining 'Good Faith' in the MBO Context," to 1990 Business Law Symposium, Wake Forest University School of Law, March 1990
"Legislative Update," to North Carolina Arts Congress, April 1989
"The Nature of Fiduciary Obligation," to faculty workshop, Washington University School of Law, November 1988
"Legal Scholarship - Developments and Opportunities," to faculty, North Carolina Central University School of Law, October 1988
Commentator, Law and Contemporary Problems conference on Economics of Contract Law, April 1988
"Management Buyouts," to invited audience, Sydney Law Review Conference July 1987, and Freehill, Hollingdale & Page, Sydney, August 1987
"Takeover Defenses and Management Buyouts," to Institute of Directors, Sydney, August 1987
"The Future of Securities Regulation in Australia," to faculty, Monash University, and Freehill, Hollingdale & Page, Perth, October 1986
"Shareholder Litigation in the United States and the Commonwealth," to law faculty, Australian National University, Canberra, August 1986, and University of Canterbury, University of Otago and University of Western Australia, October 1986; and continuing legal education seminar, University of Adelaide, September 1986
"Federalizing Securities Market Law: The U.S. Experience with Takeover Regulation," to seminar for Committee on Postgraduate Studies, University of Sydney Department of Law, September 1986
"Judicial Review of Defensive Transactions: Recent U.S. Developments," to Annual Corporate and Securities Law Workshop, Surfers' Paradise, Australia, August 1986, and continuing legal education seminar, Perth, October 1986
"A Survey of Takeover Regulation in Various Jurisdictions," to faculty, Hastings College of the Law, March 1986
"Comparative Dimensions of Takeover Regulation," to Conference on Corporate Takeovers, Columbia University School of Law and Center for the Study of Law and Economics, November 1985
"A Comparative Perspective on Buyouts," to Association of American Law Schools, Section on Business Associations, January 1985
"Takeover Regulation in Great Britain," to faculty, University of Colorado School of Law, July 1983