Twenty years ago, most of the major legal issues in corporate governance had been resolved-or so it seemed to many scholars and practitioners in the field. Then came the 1980s and the great surge of hostile takeovers that reshaped the corporate landscape, triggering a landslide of legal proceedings in the corporate arena. The decade also brought the collapse of the Soviet Union and the break-up of communism in Eastern Europe. In the aftermath came an "enormous rethinking about what works" in the corporate world, says Margaret Blair, a distinguished economist from the Brookings Institution who is a visiting professor at the Law Center. "Suddenly the lid was blown off and the issues weren't settled at all." Today's booming economy has further intensified attention to commercial enterprise and the need for incisive legal thinking about corporate governance and regulation.

Georgetown University Law Center has welcomed the challenge, building upon its solid strength in the field by inviting innovative scholars to join its faculty, both as full-time and as visiting professors. These scholars offer fresh insights into business institutions, attracting national recognition. One demonstration of Georgetown's prominence in this area: Corporate Practice Commentator, a quarterly journal that reprints the year's top scholarly articles in the field, included six articles written by members of the Law Center community in its top ten articles for 1999. Among these were two full-time and three visiting professors, as well as one alumnae, Kim Krawiec, L'92. The journal makes the selection based on a poll of law professors who survey nearly 300 articles in the field of corporations and securities.

Equally indicative of the Law Center's strength in the corporate arena is a $2-million grant received in 1999 from the prestigious Alfred P. Sloan Foundation to fund major research into the economic, social, and political roles of corporations. The Sloan Foundation, well known for funding major centers of excellence, carefully examined the level of scholarship at the Law Center and at other institutions and decided to offer the award to the Law Center.

Directed by Professor Lynn Stout, a leading scholar in the field of corporate theory, the Georgetown-Sloan Project on Business Institutions is a focal point for intellectual activity in the corporate arena. It brings to the Law Center distinguished visiting faculty-from both the legal field and related disciplines-including three leading scholars in the current academic year. Not surprisingly, an article positing a fresh theory of corporate practice, written by Lynn Stout and Margaret Blair, is among the Corporate Practice Commentator's top ten. A full description of the Project on Business Institutions follows.

Building on a Solid Foundation

For many years the Law Center has been fortunate to have on its faculty a group of key figures in the world of corporate law. Among these is Professor Martin Ginsburg, a leading authority on tax law. His three-volume book, Mergers, Acquisitions, and Buyouts (co-authored with Jack S. Levin) is the gold standard of textbooks examining the tax, legal, and accounting considerations of large-scale corporate transactions. Congress, government agencies, and private corporations-as well as private individuals-regularly turn to Ginsburg for guidance on complicated tax issues.

Another member of the corporate law faculty, Professor Jeffrey Bauman, has a national reputation as an author. Bauman's Corporations, Law and Policy: Materials and Problems is a standard textbook used in law schools across the country. Bauman's professional responsibility seminar develops the ethical discipline students will need as practicing corporate and securities attorneys. Professor Robert Haft, a former special counsel and consultant to the Securities and Exchange Commission, is also a noted scholar in the corporate arena. Haft has written extensively on due diligence and liability in securities transactions, as well as on venture capital and small business financing. Recently, he has focused his attention on global issues, with a course on comparative corporate law that trains students to negotiate diverse national regulatory regimes.

In the international arena, Professor James Feinerman-who speaks seven languages-is widely recognized for his expertise in international trade. He directs the Asian Law and Policy Studies program at the Law Center. Professor Richard Diamond focuses his work on the tension between the global economy and the need for national identity. He has responded to that tension by calling for a set of multilateral rules that facilitates international commerce while acknowledging domestic political needs. And Professor Viet Dinh, who came to the United States from Vietnam as a teenager, has concentrated much of his scholarship on economic development in Southeast Asia and the emergence of free market economies in formerly socialist states.

Professor Stout, a longtime faculty member who was a visiting professor at Harvard University last year, is attracting considerable attention for her innovative thinking about the economic and social roles of corporations. "In the 1980s and 1990s, corporate structure was dominated by models that hold that the shareholder's interests are the central concern," Stout says. "These models assume that laws must be designed to make managers behave in the shareholders' interests." Stout, Blair, and other scholars are moving beyond these older models, investigating behavior within the firm and considering the interests of employees as well as shareholders.

Donald Langevoort, who recently joined the Law Center faculty from Vanderbilt University, works closely with Stout and Blair on the Georgetown-Sloan project. A noted securities expert, Langevoort brings an interest in human behavior to his research into corporate practices. As the Sloan Research Professor for 2000-2001, Langevoort is drawing upon the insights of sociology and psychology to deepen our understanding of how business institutions work. Two of Langevoort's recent articles appear on the Commentator's list. The first, "Rereading Cady, Roberts: the Ideology and Practice of Insider Trading Regulation," was published in the Columbia Law Review. It discusses how an early insider trading case helped define the SEC's current identity and power as a regulatory body. The second article, "Half-Truths: Protecting Mistaken Inferences By Investors and Others," printed in Stanford Law Review, discusses corporate liability for misleading but "half-true" representations in securities transactions.

In the 2000-2001 academic year, three visiting professors are joining the Project on Business Institutions and teaching at the Law Center. Professor Gillian Lester, from the University of California at Los Angeles, is noted for her work in employment law. One of her recent articles, "Careers and Contingency," was published in the Stanford Law Review and will appear in two forthcoming books. Professor Eric Talley, an economist and law professor from the University of Southern California, concentrates his scholarship on corporations, contracts, and law and game theory. Talley's article, "Turning Servile Opportunities to Gold: A Strategic Analysis of the Corporate Opportunities Doctrine, published in the Yale Law Journal, is among those on the Corporate Practice Commentator's list.

The third visiting professor working with Stout and Blair is Cynthia Williams, a professor from the University of Illinois. One of her recent articles, "The Securities and Exchange Commission and Corporate Social Transparency," published in the Harvard Law Review, is also among those on the Commentator's list. It argues that the SEC can and should expand requirements for corporate disclosure of financial results to include "social disclosure"-information about a company's products, the countries in which it does business, and its labor practices and environmental impact in the U.S. and around the world.

A Broad-Based Curriculum and an Ideal Location

Georgetown stands out not only for the scholarship of its corporate faculty but also for the breadth of its corporate curriculum: More than 50 courses and seminars are offered in the field, ranging from basic courses such as corporate governance to advanced courses such as global securities markets. In addition, students interested in pursuing graduate studies may enroll in two specialized programs: the J.D./M.B.A. with a focus in corporate law and the LL.M. in securities and financial regulation.

The Law Center's corporate and securities program benefits as well from its proximity to key public and private institutions in Washington, D.C.-government agencies such as the Securities and Exchange Commission (SEC) and international organizations like the World Bank. "First-rate research in corporate and securities law today tends to be both academically rigorous and quite practical," says Langevoort. "Indeed, good papers are often presented for comment to audiences not only of other academics, but of judges and practitioners as well. One of the wonderful things for me about being at Georgetown is the close proximity to the SEC and to some of the finest minds in the practicing bar."

The Law Center's Washington, D.C., location also brings to the Law Center a number of talented practitioners who are members of the adjunct faculty. Currently, officials from the SEC, the Commodities Futures Trading Commission, the Board of Governors of the Federal Reserve, and the Department of the Treasury teach at the Law Center. "These distinguished adjunct professors expand the capacity of the corporate and securities law program to focus on timely, policy-oriented areas of corporate law and regulation," says Professor Feinerman.

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