Constance E. Bagley

Education

1977                                                       J.D., magna cum laude, Harvard Law School

1974                                                       A.B. with Distinction and Honors in Political Science, Stanford University

Academic Experience

HARVARD UNIVERSITY

Appointments

7/1/00 – present          Associate Professor of Business Administration, Harvard Business School

12/15/99– 6/30/00      Visiting Senior Lecturer in Business Administration, Harvard Business School

9/1/76 – 6/30/77         Teaching Fellow in Government, Harvard University

9/1/75 – 6/30/76         Teaching Fellow in Social Sciences, Harvard University

Assignments        

2005 – 2006               Development leave; course development; research.

2003 – 2005               Second-year MBA elective Legal Aspects of Management, fall; course development; research.

2000 – 2003               Second-year MBA elective Legal Aspects of Entrepreneurship, fall; course development; research.

2005, 2003 & 2002    Entrepreneur’s Tool Kit executive program

2000                           Second-year MBA elective Legal Aspects of Management, winter; course development; research.

University Service   

2004-present               Member of Academic Performance Committee, Harvard Business School

STANFORD UNIVERSITY

Appointments

9/1/95 – 6/30/00         Senior Lecturer in Law and Management, Stanford University Graduate School of Business

9/1/91 – 8/31/95         Lecturer of Law and Management, Stanford University Graduate School of Business

9/1/90 – 8/31/91         Lecturer in Management, Stanford University Graduate School of Business

9/1/88 – 8/31/90         Lecturer in Business Law, Stanford University Graduate School of Business

1985 – 1988               Member of Faculty, Board of Directors Executive Program, Stanford University Graduate School of Business

1985 – 1988               Member of Faculty, Board of Directors Executive Program, Stanford University Graduate School of Business

Assignments

1990 – 1999               Developed and taught MBA electives Managers and the Legal Environment, Legal and Regulatory Challenges in Entrepreneurship, and Corporate Governance, Power and Responsibility; course development; research.

1988 – 1990               Developed and taught MBA electives Managers and the Legal Environment of Business and Legal Aspects of Funding Businesses; course development; research.

1992 – 2000               “Corporate Governance,” Stanford Executive Program, Stanford University Graduate School of Business.

1990 – 1999               “Legal Aspects of Management,” Stanford University Graduate School of Business Executive Program for Growing Companies.

1999                           “Rules of Conduct — Code of Ethics for Boards,” Stanford Law School Fiduciary College, Stanford.

1999                           “Ethics and the Board,” Stanford Law School Directors’ College, Stanford.

1998                           “Board Case Studies,” Stanford Law School Directors’ College, Stanford.

1995– 1997                “Legal Aspects of Marketing,” Marketing Management

                                   Executive Program, Stanford University Graduate School of Business.

1998 – 1999               “Alternative Dispute Resolution,” Advanced Negotiation Program, Stanford University Graduate School of Business.

1992                           Excelling in the Legal Environment of Business, Stanford Continuing Studies Program.

1991                           “Legal Aspects of Management,” Stanford–Young Presidents’ Organization Seminar for Presidents, Stanford University.

1985 – 1988               “Hostile Takeovers and the Target Board,” Stanford University Graduate School of Business Board of Directors Executive Program.

University Service

1998 – 1999               Chair of Committee on Public Events, Stanford University

1996 – 1998               Member of Committee on Public Events, Stanford University

Work Experience

1984 – 1990               Partner, Bingham McCutchen, San Francisco, California

1979 – 1984               Associate, Bingham McCutchen, San Francisco, California

1978 – 1979               Associate, Heller, Ehrman, White & McAuliffe, San Francisco, California

1977 – 1978               Associate, Webster & Sheffield, New York, New York

1974 – 1975               Course Assistant in Government, Harvard University

1974                                                       Research Assistant for Professor Robert O. Keohane, Political Science Department, Stanford University

Awards and Honors

1993                           Honorable Mention (first runner-up), Distinguished Teaching Award, Stanford University Graduate School of Business

1976                           Invited to join Harvard Law Review

1974                           Stanford Cap and Gown Society

1973                           Phi Beta Kappa

Fellowships

1997 – 1998               Graduate School of Business Trust Faculty Fellow, Stanford University Graduate School of Business

1992 – 1993               Class of 1963 Lecturer, Stanford University Graduate School of Business

Publications

Books

Coauthored:                With Diane W. Savage, Managers and the Legal Environment: Strategies for the 21st Century (Mason, OH: West Legal Studies in Business, 5th ed., 2006).

Authored:                    Winning Legally: Using Law to Create Value, Marshal Resources, and Manage Risk (Boston:  Harvard Business School Press, 2005).

Coauthored:                With Craig E. Dauchy, The Entrepreneur’s Guide to Business Law (Mason, OH: West Legal Studies in Business, 2d ed. 2003) (710 pp.) (1st ed. 1998).

Authored:                    Managers and the Legal Environment, Strategies for the 21st Century (Cincinnati, OH: West Legal Studies in Business, 4th ed. 2002) (947 pp.) (1st ed. 1991, 2nd edition 1995, 3rd ed. 1999).

Coauthored:                With David J. Berger, Proxy Contests and Corporate Control: Strategic Considerations (Washington, D.C.: Bureau of National Affairs Corporate Practice Series No. 69, 2nd ed. 2001) (65 pp.) (1st edition 1997).

Coauthored:                With Rakesh Khanna, Cutting Edge Cases in the Legal Environment of Business (Cincinnati, OH: West Legal Studies in Business, 2nd ed. 1999) (109 pp.) (1st edition, coauthored with Christy Haubegger, 1993).

Coauthored:                With David J. Berger, Proxy Contests and Corporate Control: Conducting the Proxy Campaign (Washington, D.C.: Bureau of National Affairs Corporate Practice Series No. 70, 1997) (72 pp.).

Authored:                    Proxy Contests and Corporate Control (Washington, D.C.: Bureau of National Affairs Corporate Practice Series No. 20, 3rd ed. 1994) (92 pp.) (2nd ed., coauthored with Graham Moody, 1990).

Coauthored:                With Gordon Yamate and William Newell, Negotiated Acquisitions (Washington, D.C.: Bureau of National Affairs Inc., 1992) (61 pp.).

Authored:                    Mergers, Acquisitions and Tender Offers (Berkeley, CA: California Continuing Education of the Bar, 1983) (116 pp.).

Chapters of Books

Authored:                    “Shareholder Primacy Is a Choice Not a Legal Mandate,” in The Accountable Corporation (Marc Epstein and Kirk Hanson, eds., London: Pergamon, forthcoming in 2005).

Coauthored:                With Gavin Clarkson, “Crossing the Great Divide: Using Adverse Possession to Resolve Conflicts Between the Antitrust and Intellectual Property Regimes,” in Advances in the Study of Entrepreneurship, Innovation, and Economic Growth, vol. 15 (Gary D. Libecap, ed., Greenwich, CT:  Elsevier, 2004), pp.149–199.

Authored:                    “Legal Problems Showing a Way to Do Business,” in Mastering Management 2.0 (James Pickford, ed., London, England: Pearson Education, 2001), pp. 169-172.  Originally appeared as “Legal Problems Showing a Way to Do Business,” Financial Times Mastering Management (Nov. 27, 2000), pp. 2-4.

Coauthored:                With Craig E. Dauchy, “Venture Capital” and “Going Public,” reprinted from The Entrepreneur’s Guide to Business Law (1st ed.) in The Entrepreneurial Venture, 2nd ed. (Sahlman et al. eds., Boston, MA: Harvard Business School Press, 1999), pp. 262-302, 404-440.

Authored:                    “Legal Issues: Contracts,” in The Technology Management Handbook (Richard C. Dorf, ed.,  Boca Raton, FL: CRC Press LLC, 1999), pp. 10-1 to 10-6.

Authored:                    “Risky Business: Understanding and Reducing Employer Risk,” in Advances in the Study of Entrepreneurship, Innovation, and Economic Growth, vol. 10 (Gary D. Libecap ed., Greenwich, CT: JAI Press, 1998),
pp. 121–164.

Authored:                   “Strategies for Staying Out of Court,” in Directorship’s Significant Issues Facing Directors: 1996—Director Motivation: Incentives and Disincentives to Board Service (Greenwich, CT: Directorship, 1996), pp. 9-1 to 9-5.

Coauthored:                With Professor Abram Chayes of Harvard Law School, “Institutional Arrangements for a Multinational Reprocessing Plant,” in International Arrangements for Nuclear Fuel Reprocessing (Chayes & Lewis, eds., New York: Ballinger, 1977), pp. 145-176.

Research Articles Geared Primarily Toward Scholars

Coauthored:                With Gavin Clarkson, “Adverse Possession for Intellectual Property: Adapting an Ancient Concept to Resolve Conflicts Between Antitrust and Intellectual Property Laws in the Information Age,” Harvard Journal of Law & Technology, vol. 16 (Spring 2003), pp. 327–393.

Authored:                    “Business Law,” in International Encyclopedia of the Social & Behavioral Sciences (N.J. Smelser and Paul B. Baltes, eds., Oxford, England: Pergamon, 2001), pp. 1426-1432.

Coauthored:                With Karen Page, “The Devil Made Me Do It: Replacing Corporate Directors’ Veil of Secrecy with the Mantle of Stewardship,” San Diego Law Review, vol. 36 (Fall 1999), pp. 897–945.

Coauthored:                With Richard Koppes, “Leader of the Pack: A Proposal for Disclosure of Board Leadership Structure,” San Diego Law Review, vol. 34 (Feb/Mar 1997), pp. 149–193.

Coauthored:                With Dale Barnes, “Great Expectations: Risk Management Through Risk Disclosure,” Stanford Journal of Law, Business & Finance, vol. 1 (Fall 1994), pp. 155–190.  Subsequently selected for inclusion in Securities Law Review–1996, vol. 28 (D. Langevoort ed., Deerfield, IL: Clark Boardman Callahan, 1996), pp. 481-515.

Authored:                    “Patronage Firings—Elrod v. Burns,” Harvard Law Review, vol. 90 (Nov. 1976), pp. 186–197.

Research Articles Geared Primarily Toward Practitioners*

Authored:                    “Sharing the Burden of Corporate Governance,” HBS Working Knowledge, May 5, 2003.

Authored:                    “Entrepreneur's Top Ten Mistakes,” HBS Working Knowledge, March 3, 2003.

Authored:                    “Forethought: The Ethical Leader’s Decision Tree,” Harvard Business Review, vol. 81 (Feb. 2003), pp. 18–19.

Coauthored:                With Robert Tomkinson, “Internet Is Seeing Its Share of Securities Offerings,” National Law Journal, vol. 20 (Feb. 2, 1998), pp. C3–C5.

Coauthored:                With John Arledge, “SEC Could Ease Offerings of Securities Via the Web,” National Law Journal, vol. 19 (Jan. 13, 1997), pp. B9–B11.

Coauthored:                With Richard Koppes, “Mandated Disclosure of Board Leadership Structure,” Corporate Governance Advisor, vol. 4 (Nov/Dec 1996), pp. 10–14.

Coauthored:                With David J. Berger and Marthe LaRosilere, “The Future of Proxy Contests: Some Strategic and Legal Considerations,” Bank and Corporate Governance Law Reporter, vol. 16 (March & April 1996), pp. 10–30.

Authored:                    Commentary on HBR Case Study “The Case of the Combative CFO,” Harvard Business Review, vol. 70  (July-Aug. 1992), pp. 14–16.

Coauthored:                “Global and Automated Trading of Securities,” International Securities Regulation Report, vol. 5 (Feb. 25, 1992), pp. 6–7.

Authored:                    “Sears Strategy Against Monks Election Bid Points to Barriers Activists Still Face in Proxy Challenges,” BNA’s Corporate Counsel Weekly, vol. 6 (Aug. 14, 1991), pp. 8–11.

Coauthored:                With James Lu, “NCR Tests Just-Say-No Defense,” National Law Journal, vol. 13 (Mar. 11, 1991), pp. 15–19.

Authored:                    “Regulation S Takes Guesswork Out of Offshore Offerings,” International Securities Regulation Report, vol. 3 (July 2, 1990), pp. 7–9.

 Coauthored:               With Mary Reilly, “New SEC Rules Govern Unregistered Securities For Private Placements,” National Law Journal, vol. 12 (June 18, 1990), pp. 26–29.

Authored:                    “SEC Aims To Take Guesswork Out of Offshore Offerings,” BNA’s Corporate Counsel Weekly, vol. 5 (June 6, 1990), pp. 7–6.

Coauthored:                With Sandy Golze, “Mergers and Acquisitions: SEC Contemplates a Requirement of Substantive Fairness,” National Law Journal, vol. 12 (Feb. 5, 1990), pp. 55–59.

Coauthored:                With Joseph Saveri, “RICO Update,” The Review of Securities & Commodities Regulation, vol. 22 (Oct. 25, 1989), pp. 193–199.

Coauthored:                With William Newell “Revisions Proposed for Sec. 16,” National Law Journal, vol. 11 (July 3, 1989), pp. 15–19.

Coauthored                 With Kyle Robertson, “Mergers and Acquisitions: California Adds Rule to Protect Some Shareholders,” National Law Journal, vol. 11 (Feb. 20, 1989), pp. 510–513.

Authored:                    “Preventive Law: Counseling the Directors,” BNA’s Corporate Counsel Weekly, vol. 2 (May 13, 1987), p. 8.

Coauthored:                With Elizabeth Lear, “‘Excess’ Golden Parachute Payments Specially Taxed,” National Law Journal, vol. 8 (Nov. 4, 1985), pp. 15–19.

Coauthored:                With Teresa Chuh, “Takeover Defense in the Wake of ‘Carter Hawley’,” National Law Journal, vol. 7 (Nov. 12, 1984), pp. 15–25.

Research Articles Geared Primarily Toward Practitioners Appearing in the CEB California Business Law Reporter

Authored:                    “Change in Control Triggers Revlon Duties: Paramount v. QVC,” CEB California Business Law Reporter, vol. 15 (Mar. 1994), pp. 236–241.

Authored:                    “Section 10(b): Marriage and the Misappropriation Theory,” CEB California Business Law Reporter, vol. 13 (Apr. 1992), pp. 262–265.

Authored:                    “Court Holds That Majority Shareholder Has Qualified Discretion To Determine Timing of Sale of Its Shares,” CEB California Business Law Reporter, vol. 13 (July 1991), pp. 149–152.

Authored:                    “Ninth Circuit Adopts New Definition of Recklessness, and Other Recent Securities Law Developments,” CEB California Business Law Reporter, vol. 12 (Jan. 1991),
pp. 149–153.

Authored:                    “Insider Trading: The Misappropriation Theory Arrives in the Ninth Circuit,” CEB California Business Law Reporter, vol.12 (Oct. 1990), pp. 78–81.

Authored:                    “Rule 144A and Regulation S Provide New Safe Harbors From Federal Registration,” CEB California Business Law Reporter, vol. 12 (July 1990), pp. 12–17.

Authored:                    “Paramount–Time Decision Gives Directors Discretion to Set Long Term Corporate Strategies,” CEB California Business Law Reporter, vol. 11 (June 1990), pp. 227–241.

Authored:                    “Update on Duty To Disclose Under Rule 10b-5,” CEB California Business Law Reporter, vol. 11 (Apr. 1990), pp. 185–190.

Authored:                    “Target Company Shareholder May Face Rule 10b-5 Claims by Acquiring Companies,” 11 CEB California Business Law Reporter (Mar. 1990), pp. 156–161.

Authored:                    “Recent Ninth Circuit Securities Law Developments,” CEB California Business Law Reporter, vol. 11 (Dec. 1989), pp. 100–106.

Authored:                    “Court Applies Basic Contract Principles to Standard Bond Indenture and Refuses to Find Implied Covenant by Borrower Not To Enter Into Leveraged Buy-Out,” CEB California Business Law Reporter, vol. 11 (Oct. 1989),
pp. 75–78.

Authored:                    “Recent Securities Law Developments,” CEB California Business Law Reporter, vol. 11 (Sept. 1989), pp. 45–49.

Authored:                    “SEC Adopts Amendment to Regulation D,” CEB California Business Law Reporter vol. 11 (July 1989),
pp. 11–16.

Authored:                    “Court Refuses to Enjoin Sale of RJR Nabisco, Inc.,” CEB California Business Law Reporter, vol. 10 (June 1989), pp. 260–263.

Authored:                    “Recent Decisions Limit Use of Poison Pills,” CEB California Business Law Reporter (Mar. 1989), pp. 196–201.

Authored:                    “Recent Securities Law Developments,” CEB California Business Law Reporter, vol. 10 (Dec. 1988), pp. 118-122.

Authored:                    “SEC Adopts Disenfranchisement Rule; Second Circuit Further Defines Definition of Tender Offer,” CEB California Business Law Reporter, vol. 10 (Oct. 1988),
pp. 79–85.

Authored:                    “U.S. Supreme Court Rejects Bright-Line Price and Structure Test for Disclosure of Preliminary Merger Negotiations and Also Adopts Fraud-on-the-Market Theory,” CEB California Business Law Reporter, vol. 9 (May 1988), pp. 246–249.

Authored:                    “Delaware Adopts Anti-Takeover Statute,” CEB California Business Law Reporter, vol. 9 (Apr. 1988), pp. 215–218.

Authored:                    “Insider Trading and Corporation Takeover Developments,” CEB California Business Law Reporter, vol. 9 (Mar. 1988), pp. 178–182.

Authored:                    “Recent Takeover, Investment Adviser, and Other Securities Law Developments,” CEB California Business Law Reporter, vol. 9 (Jan. 1988), pp. 141–146.

Authored:                    “New California Restrictions on Management Buy-Outs—A Flawed Survivor of This Year’s Proposed Securities Legislation,” CEB California Business Law Reporter, vol 9 (Dec. 1987), pp. 99–108.

Authored:                    “SEC Liberalizes Rules on Resale of Securities Issued After State Fairness Hearing,” CEB California Business Law Reporter, vol. 9 (Oct. 1987), pp. 44–46.

Authored:                    “Recent Securities Law Developments,” CEB California Business Law Reporter, vol. 9 (Aug. 1987), pp. 61–65.

Authored:                    “Recent Developments in Anti-Takeover Legislation,” CEB California Business Law Reporter, vol. 9 (July 1987), pp. 11–16.

Authored:                    “Recent Securities Law Developments,” CEB California Business Law Reporter, vol. 8 (May 1987), pp. 269–273.

Authored:                    “Recent Securities and Takeover Developments,” CEB California Business Law Reporter, vol. 8 (Mar. 1987), pp. 199–204.

Authored:                    “Recent Takeover Developments,” CEB California Business Law Reporter, vol. 8 (Jan. 1987), pp. 154–162.

Authored:                    “Adoption of ‘All Holders’ and ‘Best-Price’ Tender Offer Rules and Other Corporate Takeover Developments,” CEB California Business Law Reporter, vol. 8 (Oct. 1986),
pp. 71–76.

Authored:                    “Recent Federal Securities Law Developments,” CEB California Business Law Reporter, vol. 8 (July 1986),
pp. 6–11.

Authored:                    “Recent Corporate Takeover Developments and the Business Judgment Rule,” CEB California Business Law Reporter, vol. 7 (May 1986), pp. 225–229.

Authored:                    “Second Circuit Court of Appeals Bars Asset Lock-up Because Board of Directors Was Not Adequately Informed,” CEB California Business Law Reporter, vol. 7 (Apr. 1986), pp. 195–199.

Authored:                    “Recent Federal Securities Law Developments,” CEB California Business Law Reporter, vol. 7 (Mar. 1986),
pp. 169–173.

Authored:                    “Delaware Court Strikes Down Asset Lock-Up,” CEB California Business Law Reporter, vol. 7 (Jan. 1986),
pp. 122–125.

Authored:                    “Validity of Golden Parachute Contracts and Other Recent Securities Law Developments,” CEB California Business Law Reporter, vol. 7 (Dec. 1985), pp. 97–101.

Authored:                    “Recent Corporate Takeover Developments,” CEB California Business Law Reporter, vol. 7 (Oct. 1985),
pp. 59–65.

Authored:                    “Recent Federal Securities Law Developments,” CEB California Business Law Reporter, vol. 7 (Aug. 1985),
pp. 33–37.

Authored:                    “California Court of Appeal Affirms Preliminary Injunction Imposing Constructive Trust on Greenmail Proceeds,” CEB California Business Law Reporter, vol. 7 (July 1985), pp. 9–14.

Authored:                    “Recent SEC Proposed Rules Affecting Investment Limited Partnerships,” CEB California Business Law Reporter, vol. 6 (May 1985), pp. 255–257.

Authored:                    “Duty To Disclose Merger Negotiations and Other Recent Federal Securities Law Developments,” CEB California Business Law Reporter, vol. 6 (Apr. 1985), pp. 223–228.

Authored:                    “The Sale-of-Business Doctrine, Recent Proxy Contest Matters, and Other Recent Federal Securities Law Developments,” CEB California Business Law Reporter, vol. 6 (Mar. 1985), pp. 186–191.

Authored:                    “Recent Federal Securities Law Developments,” CEB California Business Law Reporter, vol. 6 (Dec. 1984),
pp. 121–125.

Authored:                    “Corporate Takeover Developments,” CEB California Business Law Reporter, vol. 6 (Oct. 1984), pp. 83–87.

Authored:                    “Recent Federal Securities Law Developments,” CEB California Business Law Reporter, vol. 6 (July 1984),
pp. 12–17.

Authored:                    “The Importance of State Law in Lock-Up Cases,” CEB California Business Law Reporter, vol. 5 (May 1984),
pp. 227–232.

Authored:                    “Recent Securities Law Developments,” CEB California Business Law Reporter, vol. 5 (Apr. 1984), pp. 198–204.

Authored:                    “Recent Federal Securities Law Developments,” CEB California Business Law Reporter, vol. 5 (Mar. 1984), pp. 169–173.

Authored:                    “Recent Developments in Insider Trading: Dirks and Its Progeny,” CEB California Business Law Reporter, vol. 5 (Jan. 1984), pp. 123–127.

Authored:                    “Preferred Shareholders’ Approval Is Not Required for Reverse Triangular Merger: The Natomas-Diamond Shamrock  Litigation,” CEB California Business Law Reporter, vol. 5 (Dec. 1983), pp. 77–80.

Authored:                    “Proxy Contests,” CEB California Business Law Reporter, vol. 5 (Dec. 1983), pp. 69–76.

Working Papers

Authored:                   “What’s Law Got to Do with It? A Systems Approach to Management,” Harvard Business School Working Paper No. 06-038 (April 10, 2006) (34 pp.).

Authored:                   “Winning Legally: The Value of Legal Astuteness,” Harvard Business School Working Paper No.06-037 (April 9, 2006) (39 pp.).

Coauthored:               With Gavin Clarkson and Rachel Power, “Deep Links: Business School Students’ Perceptions of the Role of Law and Ethics in Business,” Harvard Business School Working Paper No. 06-039 (April 8, 2006) (30 pp.).

Authored:                   “Winning Legally: How Legally Astute Management Teams Can Use the Law to Create and Capture Value,” Harvard Business School Working Paper No.05-020 (June 5, 2005) (38 pp.).

Authored:                    “Rhetoric and Independence Are Not Enough: Empowering Directors and Managers to Do What Is Right,” Harvard Business School Working Paper No. 03-033 (Sept. 17, 2002) (17 pp.).

Course Overview, Module, Conceptual and Technical Notes

“Legal Aspects of Management: Course Overview Note for Educators,” Harvard Business School note 806-178, 2006 [42].

“Legal Aspects of Management: Increasing and Capturing the Value of Knowledge Assets,” Harvard Business School module note 806-137, 2006 [14].

“Legal Aspects of Management: Anticipating and Managing Risk,” Harvard Business School module note 806-148, 2006 [16].

“Business, Law, and Society: The Systems Approach to Law and Management,” Harvard Business School note 806-086, 2006 [10].

“Winning Legally: Using the Law to Create Value, Marshal Resources, and Manage Risk,” Harvard Business School note 806-138, 2006 [12].

“Strategic Compliance Management,” Harvard Business School note 806-173, 2006 [15].

“Public Law: The Rules of the Game,” Harvard Business School note 806-172, 2006 [15].

“Formalizing Business Relationships: A Note on Contract Formation for Managers,” Harvard Business School note 804-004, 2003 [38].

“Working Effectively with Counsel,” Harvard Business School note 804-007, 2003 [17].

“The Doctrine of Stare Decisis and Lawrence v. Texas,” Harvard Business School note 804-016, 2003 [13].

Coauthored:  With Carliss Baldwin and John Quinn, “M&A Legal Context: Basic Framework for Corporate Governance,” Harvard Business School note 803-200, 2003 [10].

Coauthored:  With Carliss Baldwin and John Quinn, “M&A Legal Context: Standards Related to the Sale or Purchase of a Company,” Harvard Business School note 904-004, 2003 [10].

Coauthored:  With Carliss Baldwin and John Quinn, “M&A Legal Context: Hostile Takeovers,” Harvard Business School note 904-005, 2003 [7].

“Legal Aspects of Entrepreneurship: A Conceptual Framework,” Harvard Business School note 802-161, 2002 [18].

“Note on the Tax and Accounting Treatment of Restricted Stock Awards, Nonqualified Stock Options, and Incentive Stock Options and the Securities Laws Applicable Thereto,” Harvard Business School note 802-125, 2001 [7].

 “Note on Application of the Antitrust Laws to the New Economy: An Analysis of United States v. Microsoft Corporation,” Harvard Business School note 802-090, 2001 [28].

Cases and Teaching Notes

“BitTorrent: Copyrights in Cyberspace,” Harvard Business School case 806-169, 2006 [27].

“BitTorrent: Copyrights in Cyberspace,” Harvard Business School teaching note 806-143, 2006 [9].

“EMC Corporation:  Proposed Acquisition of VMware,” Harvard Business School case 806-153, 2006 [16].

“EMC Corporation:  Proposed Acquisition of VMware,” Harvard Business School teaching note 806-163, 2006 [11].

“Black Duck Software,” Harvard Business School case 806-121, 2006 [16].

“Black Duck Software,” Harvard Business School teaching note 806-145, 2006 [9].

Coauthored: With Michael B. Keating, “Southern States Communications,” Harvard Business School case 806-170, 2006 [9].

Coauthored: With Michael B. Keating, “Southern States Communications,” Harvard Business School teaching note 806-171, 2006 [14].

“L. Londell McMillan,” Harvard Business School case 805-084, 2004 [11].

“L. Londell McMillan,” Harvard Business School teaching note 806-144, 2006 [6].

“Sale of Hephaestus, Inc. to Vulcan Ventures, Inc.,” Harvard Business School case 804-104 [58].

“Merchant Card Services, Inc. (A),” Harvard Business School case 803-042, 2002 [10].

“Merchant Card Services, Inc. (B),” Harvard Business School case 804-014, 2003 [7].

“Merchant Card Services, Inc. (C),” Harvard Business School case 804-039, 2003 [10].

“Merchant Card Services,” Harvard Business School teaching note 806-186, 2006, [9].

“Tower Software,” Harvard Business School case 804-047, 2003 [3].

Coauthored:  With Claude Marlio, “Cartier v. Metro,” Harvard Business School case 803-054, 2003 [7].

Coauthored:  With Claude Marlio, “Silhouette v. Hartlauer,” Harvard Business School case 803-055, 2003 [6].

“X-IT and Kidde (A),” Harvard Business School case 804-005, 2002 [26].   Case featured on CBS Sunday Evening News, November 2002.

“X-IT and Kidde (B),” Harvard Business School case 804-039, 2002 [13].

“X-IT and Kidde Teaching Note,” Harvard Business School teaching note 806-185, 2006 [8].

“LAE Enterprises Corp,” Harvard Business School case 803-025, 2002 [13].

Coauthored:  With Michael J. Roberts, “Napster,” Harvard Business School case 801-219, 2001 [29].

Coauthored:  With Michael J. Roberts, “Richard Spellman (A),” Harvard Business School case 801-202, 2000 [28].

Coauthored:  With Michael J. Roberts, “Richard Spellman (B),” Harvard Business School case 801-203, 2000 [21].

Coauthored:  With Michael J. Roberts, “Priceline.com v. Microsoft (A),” Harvard Business School case 802-074, 2001 [67].

Coauthored:  With Michael J. Roberts, “Priceline.com v. Microsoft (B),” Harvard Business School case 802-082, 2001 [6].

“Priceline.com v. Microsoft,” Harvard Business School teaching note 806-142, 2006 [9].

“WebSaver,” Stanford Business School case BL-1 1997 [17].

“WebSaver,” Stanford Business School teaching note BL-1-TN, 1997 [7].

Coauthored: With Charles A. Holloway, “Cheryl Lewis (A),” Stanford Business School case E-189A, 1997 [7].

Coauthored: With Charles A. Holloway, “Cheryl Lewis (B),” Stanford Business School case E-189B [  ].

“Joint Venture: Silicon Valley (A),” Stanford Business School case PM-43A, 1996 [18].

“Joint Venture: Silicon Valley (A),” Stanford Business School teaching note PM-43A-TN, 1996 [4].

“Joint Venture: Silicon Valley (B),” Stanford Business School case PM-43B, 1996 [13].

“Joint Venture: Silicon Valley (B),” Stanford Business School teaching note PM-43B-TN) 1996 [2].

“Zeus Electronics,” Stanford Business School case M-287, 1996 [36].

“Zeus Electronics,” Stanford Business School teaching note M-287-TN, 1996 [7].

 “Subcontinental Telecommunications Solutions,” Stanford Business School case S-IB-13, 1995 [23].

“Subcontinental Telecommunications Solutions,” Stanford Business School teaching note S-IB-13-TN, 1995 [34].

“The Sale of Wellcome plc (A),” Stanford Business School case S-CG-2, 1995 [13].

“The Sale of Wellcome plc (B),” Stanford Business School case S-CG-2, 1995 [4].

“John’s Furniture,” Stanford Business School case S-M-227, 1995 [7].

“John’s Furniture,” Stanford Business School teaching note S-M-227-TN, 1995 [16].

“Mondrian, Ltd.,” Stanford Business School case S-CG-3, 1995 [6].

“Advanced Technology, Inc.,” Stanford Business School case S-W-1, 1994 [14].

“Time Warner-Paramount (A),” Stanford Business School case S-CG-1, 1992 [6].

“Time Warner-Paramount (B),” Stanford Business School case S-CG-1, 1992 [13]

Appearances in the Media

 Boston Globe
 The war of the razors: Gillette-Schick fight over patent shows the cutthroat world of consumer products
 
 BusinessWeek Online
 How Golden Parachutes Unfurled
 Don't Judge an eBook Case By Its Coverage
 
 CNN.com
 Do Microsoft & Intel still rule the day?
 
 EDGEvantage
 Harvard Professor Argues Against Shareholder Value as Key Board Aim
 
 Entrepreneur Magazine Legal Show
 Winning Legally: Traps for the Unwary
 
 Forbes
 Disaster Of The Day: Investment Banks
 
 The HARBUS Online
 Top 10 Legal Pitfalls of Entrepreneurs
 
 HBS Alumni Bulletin
 Winning Legally: What if managers treated their lawyers as partners?
 Do the Right Thing: A Decision-Making Guide
 
 HBS Working Knowledge
 Winning Legally: Contracts Can Help Define and Strengthen Business Relationships
 Top Ten Mistakes Made by Entrepreneurs
 Sharing the Responsibility of Corporate Governance
 Using the Law to Strategic Advantage
 
 In Business
 The Ups and Downs of Internet Direct Public Offerings
 
 Inc.
 Let's Shake on It
 Patent Fending
 
 MBA4Success.com: The Business Education News Network
 Winning Legally is Gaining Recognition
 
 National Post [Canada]
 Winning Legally: Businesses need to focus on legal issues
 
 Stanford Graduate School of Business Research Reports
 Internet IPOs: They're Here, But the Rules Aren't Clear
 
 Stanford Report
 GSB scholar warns employers of ever-tangling web of legal workplace hazards
 
 Wall Street Journal
 Insider Rules Don't Address Scheduling of Announcements
 Recommended Reading: Books on Negotiating  

Presentations

Invited Academic Presentations

“What’s Law Got to Do with It: A Systems Approach to Management,” Academy of Management Annual Meeting, Atlanta, upcoming in August 2006.

“Deep Links: Business School Students’ Perceptions of the Role of Law and Ethics in Business,” Academy of Management Annual Meeting, Atlanta, upcoming in August 2006.

“What’s Law Got to Do with It: A Systems Approach to Management,” Academy of Legal Studies in Business Huber Hurst Faculty Research Seminar, University of Florida, Gainesville, February 10, 2006.

“Winning Legally: Legal Astuteness as a Source of Competitive Advantage,” Academy of Management Annual Meeting, Honolulu, August 9, 2005.

“Case Writing 101,” Academy of Legal Studies in Business Annual Meeting, San Francisco, August 4, 2005.

Moderator, “Contractarian Approaches to Business Ethics:  The Evolution of Integrative Social Contracts Thoery,” Zicklin Center for Business Ethics Research, The Wharton School, University of Pennsylvania, Philadelphia, Nov. 12, 2004. 

“The Value of Actively Managing the Legal Dimesions of Business: Can Legal Competence Be a Source of Sustained Competitive Advantage?”  Legal Studies Faculty Seminar, The Wharton School, University of Pennylvania, Philadelphia, Nov. 11, 2004. 

“Symposium on the Writing and Teaching of ‘Harvard-Style’ Cases,” Academy of Legal Studies in Business Annual Meeting, Ottawa, Canada, August 2004. 

“Legal Aspects of Management: A Conceptual Framework,” Faculty Seminar, University of Michigan Business School, Ann Arbor, Feb. 2004.

“Corporate Governance Revisited.  What We Know and What Do We Teach Future Business Leaders?” The Aspen Institute Business and Society Program New York City, January 2004.

“Adverse Possession for Intellectual Property,” University of Florida Huber Hurst Faculty Research Seminar, Gainesville (February 2003).

“Empowering Directors to Do What’s Right,” Ballantine Lecture, McCooms School of Business, University of Texas at Austin (January 2003).

“Pedagogical Uses of Field Study Research: The Case of X-IT and Kidde,” Georgetown-Sloan Project on Business Institutions Conference on Field Study Methodology in the Legal Research and Training about Business,” Georgetown University Law Center, Washington, D.C. (November 2002).

“e-Commerce Cyberlaw: Towards Defining the Field for Business Education,” Academy of Legal Studies in Business Annual Meeting, San Diego (August 1998).

“Teaching Technology Law,” Academy of Legal Studies in Business Annual Meeting, Atlanta (1997).

“Mediating Sexual Harassment Disputes in the Workplace,” Stanford University, Institute for Research on Women and Gender Associates Program, Stanford (1993).

“Institutional Arrangements for Multinational Reprocessing of Spent Fuel,” International Pugwash Conference on Nuclear Fuel Reprocessing, Racine (1976).

Invited Practitioner Presentations

“Risk Management in the Energy Industry,” Northeast Energy and Commerce Association, Boston, April 2006.

Testimony before the U.S. House of Representatives Committee on Small Business Hearing on “Can U.S. Firms Compete Effectively Using U.S. Workers?” Washington, D.C., January 21, 2004.

“Empowering CEOs to Do What Is Right,” Young Presidents’ Organization International University for Presidents, Prague (October 2002).

“Ethics in the Boardroom,” American Society of Corporate Secretaries Annual National Conference Keynote Address, Toronto (July 2002).

“Reducing Employer Risk,” Venture Capital Institute Graduate Program, Atlanta (March 2001).

“Legal Update for Mid-Sized Business,” University of Arizona /FINOVA Forum, Scottsdale (February 1999).  

“Risky Business: Understanding and Reducing Employer Risk,” University of Arizona/FINOVA Forum, Scottsdale (March 1998).

“Law, Business, and Ethics,” American Society of Corporate Secretaries Annual National Conference, San Francisco (July 2000).

“Law and Ethics,” American Society of Corporate Secretaries Annual National Conference, San Diego (July, 1998).

“Business Law for the Entrepreneur,” American Society of Mechanical Engineers Small Business Forum, Stanford (1997).

“Legal Aspects of Cyberspace,” Commonwealth Club of California and Stanford Club of San Francisco, San Francisco (1997).

“Early Stage IPOs and IPO Alternatives,” Northern California Venture Capital Association, Santa Clara, California (1997).

“Strategy and Organization in the Internet Age,” Stanford Business School Alumni Weekend, Stanford (1997).

“Shareholder Relations: Practical Tips,” The SEC Institute’s 12th Annual SEC Reporting Forum, San Francisco (1996).

“Disclosure—Balancing Information with Perspective,” National Investor Relations Institute Senior Roundtable, Carmel (1996).

“Proposition 211: The Securities Litigation Ballot Initiative,” Stanford Law School, The Federalist Society (1996).

“The Board’s the Key,” American Society of Corporate Secretaries Annual National Conference, Seattle (1996).

“Board Composition and Structure,” NASDAQ Directors’ Day, Stanford (1996). 

“Law and Business Ethics,” The Counselors of Real Estate High Level Conference on the Ethics of Organizations,” Lake Tahoe (1995).

“Fiduciary Duty and Social Investing,” Social Investment Forum Conference, San Francisco (1992).

“Globalization of the Securities Markets,” Stanford University Centennial Celebration, Stanford (1991).

“Corporate Law,” University of California Orientation in American Law, Berkeley (1990).

“Proxy Contests,” University of Houston Law Center, Advanced Corporate and Securities Law Institute, Dallas (1990).

“LBOs,” Practicing Law Institute Program on Leveraged Acquisitions and Buyouts, Los Angeles (1990).

“Mergers and Acquisitions: Tip Toeing Through the Minefields,” Young Presidents’ Organization International University for Presidents, Hong Kong (1988).

“Mergers and Acquisitions: Tip Toeing Through the Minefields,” Young Presidents’ Organization Southern Area Conference, Silverado (1988).

“Acquisition Agreements,” Corporation Section and Division of Continuing Legal Education of the Utah State Bar, Seminar on Buying and Selling a Business, Salt Lake City (1988).

“Acquisition Agreements,” California Continuing Education of the Bar, Seminar on Buying and Selling a Business, San Francisco and Sacramento (1987).

“Proxy Contests: U.S. Stores Case Study,” California Continuing Education of the Bar Securities Institute, Los Angeles and San Francisco (1986)

“Director Liability,” Bar Association of San Francisco Corporate Counsel Institute, San Francisco (1986).

“Developments in Director Liability,” American Society of Corporate Secretaries, Issues Update National Seminar, San Francisco (1986).

“Director Liability,” American Society of Corporate Secretaries, Joint San Francisco and Los Angeles Regional Groups Annual Meeting, Pebble Beach (1985).

“Hostile Takeovers,” California Continuing Education of the Bar, Advanced Business Law Series on Mergers, Acquisitions and Tender Offers, San Francisco, Los Angeles and San Diego (1983).