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John H. Matheson

Law Alumni Distinguished Professor of Law; Director, Corporate Institute

John H. Matheson

N222 Mondale Hall
229–19th Ave. South
Minneapolis, MN 55455

612-625-3879

mathe001@umn.edu

Illinois State University, B.S.
Northwestern University, J.D.

Professor John H. Matheson is an internationally recognized expert in the area of corporate and business law. He has taught in China, Germany, Ireland, the Netherlands, Uruguay and Lithuania. He teaches courses in the business law area, including business associations/corporations, contracts, advanced corporate law, and comparative corporate governance.

Professor Matheson received his B.S. degree from Illinois State University with high honors. He received his J.D. degree, cum laude, from Northwestern University School of Law, where he was Editor-in-Chief of the Northwestern University Law Review. After completing his J.D. degree, he clerked for Judge Robert A. Sprecher of the United States Court of Appeals for the Seventh Circuit. Professor Matheson then practiced with the law firm of Hedlund, Hunter & Lynch (now Latham & Watkins) in Chicago.

In 1982, he joined the University of Minnesota Law School faculty. He serves as Director of the Law School's Corporate Institute. Professor Matheson is also a practicing lawyer. He serves as Of Counsel to Kaplan, Strangis and Kaplan, P.A., specializing in corporate governance counseling, fiduciary duties, mergers and acquisitions, and securities law matters. He is a member of the American Law Institute and is profiled in Who's Who in America and Who's Who in the World.

On five occasions Professor Matheson has been the recipient of the Law School's annual Professor of the Year Award for Excellence in Teaching and Counseling. In 2008, Professor Matheson received the University-wide Award for Outstanding Contributions to Postbaccalaureate, Graduate and Professional Education and was inducted into the Academy of Distinguished Teachers. He is the first Law School professor to be so honored by the University.

Professor Matheson's several books and numerous articles predominantly address business and corporate law issues. In 2007, one of Professor Matheson's co-authored articles, "Challenging Delaware's Desirability as a Haven for Incorporation," received the 2007 National Burton Award for Legal Excellence. The National Burton Awards Program was created to reward effective legal writing that uses plain, clear language and avoids stilted legalese.

PUBLICATIONS

Books

Corporation Law and Practice (Thomson Reuters, 3d ed., 2013) (with Philip S. Garon & Michael S. Stanchfield)

Corporation Law and Practice (West Publishing Company, 1st ed., 1996; Thomson/West, 2d ed., 2004) (with Philip S. Garon)

Business Law Deskbook (West Group, 1st ed., 1998; 2d ed., 2003) (with Brent Olson)

Publicly Traded Corporations: Governance, Operation & Regulation (Clark Boardman Callaghan, 1993-2002) (looseleaf)

Corporations and Other Business Associations: Statutes, Rules and Forms (West, 1996) (Rev. eds. 1997, 1998, 1999, 2000) (with Edward Adams)

Modern Commercial Paper: The New Law of Negotiable Instruments (and Related Commercial Paper) (West, 1994) (with Steve H. Nickles & Edward Adams)

Minnesota Corporation Law & Practice (Prentice Hall Law & Business, 1992) (with Philip Garon)

Materials For Understanding Credit and Payment Systems (West Publishing Company, 1987) (with Steve H. Nickles & John F. Dolan)

Book Chapters

Common Law Veil Piercing in the USA: An Empirical Examination, in Financial Crisis, Globalisation and Regulatory Reform (David A. Frenkel & Carsten Gerner-Beuerle, eds., ATINER, 2012)

Journal Articles

Successor Liability, 96 Minnesota Law Review 371 (2011)

Why Courts Pierce: An Empirical Study of Piercing the Corporate Veil, 7 Berkeley Business Law Journal 1 (2010)

The Modern Law of Corporate Groups: An Empirical Study of Piercing the Corporate Veil in the Parent-Subsidiary Context, 87 North Carolina Law Review 1091 (2009)

A Simple Statutory Solution to Minority Oppression in the Closely-Held Business, 91 Minnesota Law Review 657 (2007), reprinted in 49 Corporate Practice Commentator 421 (2007) (with R. Kevin Maler)

Globalization with Chinese Characteristics: China's Use of Merger, Acquisition and Investment Policy in Its Economic Development Strategy, 15 Willamette Journal of International Law and Dispute Resolution 1 (2007)

Challenging Delaware's Desirability as a Haven for Incorporation, 32 William Mitchell Law Review 769 (2006) (with Philip Garon & Michael Stanchfield)

Convergence, Culture and Contract Law in China, 15 Minnesota Journal of International Law 329 (2006)

The Limits of Business Limited Liability: Entity Veil Piercing and Successor Liability Doctrines, 31 William Mitchell Law Review 411 (2004)

The Limitations of Limited Liability: Lessons for Entrepreneurs (And Their Attorneys), 2 Minnesota Journal of Business Law & Entrepreneurship 1 (2003)

Choice of Organizational Form for the Start-Up Business, 1 Minnesota Journal of Business Law & Entrepreneurship 7 (2002)

Governance Issues in the Multidisciplinary Corporate Practice Firm, 69 University of Cincinnati Law Review 1107 (2002)

Multidisciplinary Practice and the Future of the Legal Profession: Considering a Role for Independent Directors, 32 Loyola University Chicago Law Journal 577 (2001) (with Peter Favorite)

A Statutory Model for Corporate Constituency Concerns, 49 Emory Law Journal 1085 (2000) (with Edward Adams)

Not "If" but "How": Reflecting on the ABA Commission's Recommendations on Multidisciplinary Practice, 84 Minnesota Law Review 1269 (2000) (with Edward Adams)

The Doctrine of Piercing the Veil in an Era of Multiple Limited Liability Entities: An Opportunity to Codify the Test for Waiving Owners' Limited Liability Protection, 75 Washington Law Review 147 (2000) (with Raymond Eby)

Corporate Governance at the Millennium: The Decline of the Poison Pill Antitakeover Defense, 22 Hamline Law Review 703 (1999)

Employee Beware: The Irreparable Damage of the Inevitable Disclosure Doctrine, 10 Loyola Consumer Law Review 145 (1998)

Law Firms on the Big Board?: A Proposal for Nonlawyer Investment in Law Firms, 86 California Law Review 1 (1998) (with Edward Adams)

A Call for a Unified Business Organization Law, 65 George Washington Law Review 1 (1996) (with Brent Olson)

Corporate Cooperation, Relationship Management, and the Trialogical Imperative for Corporate Law, 78 Minnesota Law Review 1443 (1994) (with Brent Olson)

Corporate Law and the Longterm Shareholder Model of Corporate Governance, 76 Minnesota Law Review 1313 (1992) (with Brent Olson)

Shareholder Rights and Legislative Wrongs: Toward Balanced Takeover Legislation, 59 George Washington Law Review 1425 (1991) (with Brent Olson)

Corporate Disclosure Obligations and the Parameters of Rule 10b-5: Basic Inc. v. Levinson and Beyond, 14 Journal of Corporation Law 1 (1988)

Hostile Share Acquisitions and Corporate Governance: A Framework for Evaluating Antitakeover Activities, 47 University of Pittsburgh Law Review 407 (1986) (with Jon Norberg)

Beyond Promissory Estoppel: Contract Law and the "Invisible Handshake", 52 University of Chicago Law Review 903 (1985) (with Daniel A. Farber)

The Equal Credit Opportunity Act: A Functional Failure, 21 Harvard Journal on Legislation 371 (1984)

Class Action Tying Cases: A Framework for Certification Decisions, 76 Northwestern University Law Review 855 (1982)

The Proper Role of Res Judicata and Collateral Estoppel in Title VII Suits, 79 Michigan Law Review 1485 (1981) (with Charles Jackson & Thomas Piskorski)

The Continuing Violation Theory and the Concept of Jurisdiction in Title VII Suits, 67 Georgetown Law Journal 811 (1979) (with Charles Jackson)

Violation of the Federal Trade Commission Act as a Defense to Contract Enforcement Actions: The Problem and a Proposal, 71 Northwestern University Law Review 67 (1976) (comment)

Book Reviews

Book Review, 67 Minnesota Law Review 699 (1983) (reviewing Allan E. Farnsworth, Contracts (Little, Brown & Company, 1982))

Entries in Reference Works

Academic Freedom, in Encyclopedia of the First Amendment (John Vile, David Hudson, Jr., & David Schultz, eds., CQ Press, 2008)

Blue Sky Laws, in Encyclopedia of the First Amendment (John Vile, David Hudson, Jr., & David Schultz, eds., CQ Press, 2008)

Catholics (Roman), in Encyclopedia of the First Amendment (John Vile, David Hudson, Jr., & David Schultz, eds., CQ Press, 2008)

Conscientious Objection to Military Service, in Encyclopedia of the First Amendment (John Vile, David Hudson, Jr., & David Schultz, eds., CQ Press, 2008)

Securities and Exchange Commission, in Encyclopedia of the First Amendment (John Vile, David Hudson, Jr., & David Schultz, eds., CQ Press, 2008)

American Bar Association, in The Encyclopedia of Civil Liberties in America (David Schultz & John R. Vile, eds., Sharpe Reference, 2005)

Common Law, in The Encyclopedia of Civil Liberties in America (David Schultz & John R. Vile, eds., Sharpe Reference, 2005)

Directed Verdicts, in The Encyclopedia of Civil Liberties in America (David Schultz & John R. Vile, eds., Sharpe Reference, 2005)

Freedom of Contract, in The Encyclopedia of Civil Liberties in America (David Schultz & John R. Vile, eds., Sharpe Reference, 2005)

Summary Judgment, in The Encyclopedia of Civil Liberties in America (David Schultz & John R. Vile, eds., Sharpe Reference, 2005)

Insider Trading, in Encyclopedia of American Law (David Schulz, ed., Facts on File, 2002)

Liberty of Contract, in Encyclopedia of American Law (David Schulz, ed., Facts on File, 2002)

Securities and Exchange Commission, in Encyclopedia of American Law (David Schulz, ed., Facts on File, 2002)

Multimedia

Liability of Agent to Third Parties: On the Contract and Warranty of Authority (Center for Computer-Assisted Legal Instruction, 2003) (CALI lesson) (with Eric Gouvin)

COURSES

Business Association/Corporations
Comparative Corporate Governance
Contracts
Advanced Corporate Law