Corporate Law, Governance, and Purpose: A Tribute to the Scholarship of Lyman Johnson and David Millon
To be held Friday, October 21, 2016—Saturday, October 22, 2016
Millhiser Moot Court Room
Washington and Lee University School of Law
Lexington, VA

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The Washington and Lee Law Review is pleased to announce the topic for the 2016–2017 Symposium: Corporate Law, Governance, and Purpose: A Tribute to the Scholarship of Lyman Johnson and David Millon. The two-day event, which will be held on October 21–22, 2016 in Sydney Lewis Hall, will celebrate the respective contributions of Professors Johnson and Millon to the fields of corporate law and corporate governance by engaging with the central issues and problems that have animated their work. Professor Christopher Bruner is the Faculty Advisor for the event.

Professors Johnson and Millon arrived at Washington and Lee in the mid-1980s, embarking upon their scholarly careers at a time now regarded as perhaps the single most extraordinary period of upheaval in the field of corporate law since the 1930s.  Their careers have mapped closely onto many of the developments that effectively define the field of corporate law as conceptualized and practiced today, and each has made extraordinary contributions to a range of theoretical and practical debates that have unfolded over the last thirty years. The Law Review is honored to celebrate the work of these two highly respected corporate legal scholars.

Each of Professors Johnson and Millon will give a public keynote lecture, and a number of highly regarded experts in various areas of corporate law have agreed to participate in panel discussions, including:

  • Matthew Bodie (Callis Family Professor of Law, Saint Louis University School of Law)
  • William Wilson Bratton (Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School)
  • Christopher Bruner (William Donald Bain Family Professor of Corporate Law, Washington and Lee University School of Law)
  • Ronald Colombo (Professor of Law, Maurice A. Deane School of Law, Hofstra University)
  •  Lynne Dallas (Professor of Law, University of San Diego School of Law)
  •  Deborah DeMott (David F. Cavers Professor of Law, Duke Law School)
  •  Andrew Gold (Professor of Law, DePaul College of Law)
  • Lawrence Hamermesh (Ruby R. Vale Professor of Corporate and Business Law, Widener University Delaware Law School)
  • Joan MacLeod Heminway (W.P. Toms Distinguished Professor of Law, University of Tennessee Knoxville College of Law)
  • Claire Hill (James L. Krusemark Chair in Law, University of Minnesota Law School)
  • Jack Jacobs (Senior Counsel, Sidley Austin LLP and former Justice, Delaware Supreme Court)
  • Andrew Johnston (University of Sheffield School of Law, UK)
  • Brett McDonnell (Dorsey & Whitney Chair in Law, University of Minnesota Law School)
  • Thomas Molony (Associate Professor of Law, Elon University School of Law)
  • Eric Orts (Guardsmark Professor of Legal Studies and Business Ethics and Management, The Wharton School, University of Pennsylvania)
  • Alan Palmiter (Howard L. Oleck Professor of Business Law, Wake Forest University School of Law)
  • Leo Strine, Jr. (Chief Justice, Delaware Supreme Court)
  • Robert Vischer (Dean and Mengler Chair in Law, University of St. Thomas School of Law)
  • Cheryl L. Wade (Dean Harold F. McNiece Professor of Law, St. John’s University School of Law)
  • Harwell Wells (Professor of Law, Temple University James E. Beasley School of Law)

Members of the Washington and Lee community are invited to attend and encouraged to save the dates.

Schedule of Events:

Thursday, October 20, 2016

7:00 p.m. Welcome Dinner (Southern Inn)

Friday, October 21, 2016

8:00-8:30 a.m. Continental Breakfast

8:30-8:45 a.m. Welcome and Introductory Remarks

  • Brant Hellwig, Dean and Professor of Law, Washington and Lee University School of Law
  • Christopher Bruner, William Donald Bain Family Professor of Corporate Law, Washington and Lee University School of Law

8:45-10:15 a.m. Panel Discussion: Theoretical Perspectives on the Corporation and Corporate Law

Johnson and Millon have made several important contributions to debates regarding the core nature of the corporate form, the legitimate aims of corporate decision-making, and the balance of power between shareholders and boards – including trenchant critiques of the dominant “nexus of contracts” framework developed by “Law and Economics” scholars. This first panel assembles scholars approaching these issues from varying theoretical perspectives.

Moderator:

  • Jack Jacobs, Senior Counsel, Sidley Austin LLP and former Justice, Delaware Supreme Court

Panelists:

  • Matthew Bodie, Callis Family Professor of Law, Saint Louis University School of Law
  • Eric Orts, Guardsmark Professor of Legal Studies and Business Ethics and Management, The Wharton School, University of Pennsylvania
  • Alan Palmiter, Howard L. Oleck Professor of Business Law, Wake Forest University School of Law
  • Leo Strine, Jr., Chief Justice, Delaware Supreme Court

10:15-10:30 a.m. Break

10:30 a.m. -12:00 p.m. Panel Discussion: The Nature and Functions of Corporate Fiduciary Duties

An important stream of Johnson’s and Millon’s scholarship relates to the fiduciary nature of corporate director and officer roles, and the content of their fiduciary duties – notably the core duty of loyalty. This panel brings together scholars focusing on corporate fiduciary duties, as well as scholars pursuing broader work in the field of fiduciary law.

Moderator:

  • Joan MacLeod Heminway, Rick Rose Distinguished Professor of Law, University of Tennessee Knoxville College of Law

Panelists:

  • Christopher Bruner, William Donald Bain Family Professor of Corporate Law, Washington and Lee University School of Law
  • Deborah DeMott, David F. Cavers Professor of Law, Duke Law School
  • Andrew Gold, Professor of Law, DePaul College of Law
  • Harwell Wells, Professor of Law, Temple University James E. Beasley School of Law

12:00-12:15 p.m. Break

12:15-1:45 p.m. Lunch and Keynote Lectures

Introduction:

  • Christopher Bruner, William Donald Bain Family Professor of Corporate Law, Washington and Lee University School of Law

Keynote Speakers:

  • Lyman P.Q. Johnson, Robert O. Bentley Professor of Law, Washington and Lee University School of Law
  • David Millon, J.B. Stombock Professor of Law, Washington and Lee University School of Law

1:45-2:00 p.m. Break

2:00-3:15 p.m. Panel Discussion: Religious Conceptions of Corporate Purpose

Johnson has explored in depth distinctly religious perspectives on the purpose of corporations and how we conceptualize the legitimate aims of corporate decision-making, and Johnson and Millon together have addressed related matters in recent work on the U.S. Supreme Court’s Hobby Lobby decision. This panel will discuss religious approaches to corporate purpose, relevant federal developments and their implications for state corporate law, and broader issues of institutional pluralism across society.

Moderator:

  • Thomas Molony (’93, ‘98L), Associate Professor of Law, Elon University School of Law

Panelists:

  • Ronald Colombo, Professor of Law, Maurice A. Deane School of Law, Hofstra University
  • Brett McDonnell, Dorsey & Whitney Chair in Law, University of Minnesota Law School
  • Robert Vischer, Dean and Mengler Chair in Law, University of St. Thomas School of Law

3:15-3:30 p.m. Break

3:30-4:30 p.m. Reception

4:30-6:00 p.m. Break

6:00-8:00 p.m. Dinner

Dinner Speakers:

  • Brant Hellwig, Dean and Professor of Law, Washington and Lee University School of Law
  • Marc Conner, Provost and Jo M. and James Ballengee Professor of English, Washington and Lee University
  • Joseph R. Slights III (’88L), Vice Chancellor, Delaware Court of Chancery

Saturday, October 22, 2016

8:00-8:30 a.m. Continental Breakfast

8:30-8:45 a.m. Introductory Remarks

  • D. McNair Nichols, Jr., Editor in Chief, Washington and Lee Law Review
  • Mitchell D. Diles, Symposium Editor, Washington and Lee Law Review

8:45-10:15 a.m. Panel Discussion: Corporate Governance and Corporate Social Responsibility

Millon has explored in depth how corporate governance relates to and impacts the broad range of social and environmental concerns and initiatives typically approached through the lens of “corporate social responsibility” (CSR), and Johnson and Millon have addressed related matters throughout their careers, both together and individually. This panel offers a wide-ranging discussion of how corporate decision-making and capital structures can inhibit and/or advance the pursuit of CSR initiatives.

Moderator:

  • Kish Parella, Assistant Professor of Law, Washington and Lee University School of Law

Panelists:

  • Claire Hill, James L. Krusemark Chair in Law, University of Minnesota Law School
  • Andrew Johnston, University of Sheffield School of Law, UK
  • Joan MacLeod Heminway, Rick Rose Distinguished Professor of Law, University of Tennessee Knoxville College of Law
  • Cheryl L. Wade, Dean Harold F. McNiece Professor of Law, St. John’s University School of Law

10:15-10:30 a.m. Break

10:30-11:45 a.m. Panel Discussion: Looking Back and Looking Forward

Johnson arrived at Washington and Lee in 1985, and Millon arrived a year later. The two embarked upon their scholarly careers at a time now regarded as perhaps the single most extraordinary period of upheaval in the field of corporate law since the 1930s. Accordingly, their careers have mapped closely onto many of the developments that effectively define the field of corporate law as conceptualized and practiced today. This final panel assesses the arc of this period of corporate legal history and offers forecasts regarding the field’s continuing development.

Moderator:

  • Eric Orts, Guardsmark Professor of Legal Studies and Business Ethics and Management, The Wharton School, University of Pennsylvania

Panelists:

  • William Wilson Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School
  • Lynne Dallas, Professor of Law, University of San Diego School of Law
  • Lawrence Hamermesh, Ruby R. Vale Professor of Corporate and Business Law, Widener University School of Law

11:45 a.m.-12:00 p.m. Break

12:00-1:00 p.m. Lunch and Closing Reflections


About Lara D. Gass

The Lara D. Gass Symposium is named in honor of Lara Gass, a member of the Law Class of 2014 who passed away in an automobile accident in March of 2014. Lara served as Symposium Editor for the Washington and Lee Law Review, organizing the Law Review’s 2014 symposium focused on the 40th anniversary of Roe v. Wade.

Lara was active within the Women Law Students Organization and also served as a Kirgis Fellow, the law school’s peer mentoring group, during the 2012–2103 academic year. In January 2014, Lara received recognition for her academic achievements, her leadership abilities, her service to the law school and university community, and her character when she was inducted into Omicron Delta Kappa, the National Leadership Honor Society.

Originally from Tennessee, Lara graduated cum laude from the University of Washington in 2008, where she majored in political science and also studied law and justice. She was a member of several honor societies, including the Pi Sigma Alpha National Political Science Honor Society, the National Society of Collegiate Scholars, and Phi Eta Sigma National Honor Society. She served as a Big Sister, tutoring first grade students, and as a volunteer in the King County (Washington State) Bar Association’s Central Legal Clinic.