Brett McDonnell

Professor of Law; Associate Dean for Academic Affairs

Brett McDonnell

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

612-625-1373

bhm@umn.edu

Williams College, B.A.
Emmanuel College, Cambridge University, M.Phil.
Stanford University, Ph.D.
University of California, Berkeley, J.D.

Professor Brett McDonnell teaches and writes in the areas of business associations, corporate finance, law and economics, securities regulations, mergers and acquisitions, contracts, and legislation.

Professor McDonnell received his B.A. in economics and political science, magna cum laude, in 1985 from Williams College, where he was a member of Phi Beta Kappa, was a Herschel Smith Fellow for two years of study at Cambridge University, and received several prizes for his academic work. He received his M.Phil. in economics from Emmanuel College, Cambridge University, in 1987 and his Ph.D. in economics from Stanford University in 1995. Professor McDonnell received his J.D. from the Boalt Hall School of Law, University of California at Berkeley, in 1997. At Boalt Hall he was a member of the Order of the Coif, the California Law Review, and the Berkeley Women's Law Journal. He was the recipient of the John M. Olin scholarship and a Moot Court best brief award.

Professor McDonnell clerked for The Honorable Alex Kozinski of the United States Court of Appeals for the Ninth Circuit from 1997 to 1998. He then practiced as an associate at Howard, Rice, Nemerovski, Canady, Falk & Rabkin in San Francisco, where he concentrated on general corporate counseling and public offerings and acquisitions. He started teaching at the University of Minnesota in 2000. He visited at the University of California, Hastings College of the Law, in 2004 and the University of San Diego School of Law in 2005. He was the 2005 Julius E. Davis Professor of Law.

Professor McDonnell's ssrn page, including copies of many of his papers, can be found here.

PUBLICATIONS

Journal Articles

Bylaw Reforms for Delaware's Corporation Law, 33 Delaware Journal of Corporate Law 651 (2008)

Employee Primacy, or Economics Meets Civic Republicanism at Work, 13 Stanford Journal of Law, Business & Finance 334 (2008)

Stone v. Ritter and the Expanding Duty of Loyalty, 76 Fordham Law Review 1769 (2007) (with Claire Hill)

Disney, Good Faith, and Structural Bias, 32 Journal of Corporation Law 833 (2007) (with Claire Hill)

Patents, Tax Shelters, and the Firm, 26 Virginia Tax Review 981 (2007) (with Dan Burk)

Recent Skirmishes in the Battle Over Corporate Voting and Governance, 2 Journal of Business & Technology Law 349 (2007)

Sticky Defaults and Altering Rules in Corporate Law, 60 SMU Law Review 383 (2007)

The Goldilocks Hypothesis: Balancing Intellectual Property Rights at the Boundary of the Firm, 2007 University of Illinois Law Review 575 (2007) (with Dan Burk)

Two Goals for Executive Compensation Reform, 52 New York Law School Law Review 585 (2007-2008)

"Is There a Text in this Class?" The Conflict Between Textualism and Antitrust, 14 Journal of Contemporary Legal Issues 619 (2005) (with Daniel A. Farber)

Shareholder Bylaws, Shareholder Nominations, and Poison Pills, 3 Berkeley Business Law Journal 205 (2005)

Corporate Constituency Statutes and Employee Governance, 30 William Mitchell Law Review 1227 (2004)

Is Incest Next?, 10 Cardozo Women's Law Journal 337 (2004)

Lessons from the Rise and (Possible) Fall of Chinese Township-Village Enterprises, 45 William & Mary Law Review 953 (2004)

SOx Appeals, 2004 Michigan State Law Review 505 (2004)

Two Cheers for Corporate Law Federalism, 30 Journal of Corporation Law 99 (2004)

Are Efficient Antitrust Rules Always Optimal?, 48 Antitrust Bulletin 807 (2003) (with Daniel A. Farber)

Expectation Damages and the Theory of Overreliance, 54 Hastings Law Journal 1335 (2003) (with Melvin A. Eisenberg)

Getting Stuck Between Bottom and Top: State Competition for Corporate Charters in the Presence of Network Effects, 31 Hofstra Law Review 681 (2003)

The Economists' New Arguments, 88 Minnesota Law Review 86 (2003)

Why (and How) Fairness Matters at the IP/Antitrust Interface, 87 Minnesota Law Review 1817 (2003) (with Daniel A. Farber)

Banks and Venture Capitalists: Are the New Rules Too Tough, Too Weak, or Just Right?, 1 Minnesota Journal of Business Law and Entrepreneurship 13 (2002)

Convergence in Corporate Governance Possible--But Not Desirable, 47 Villanova Law Review 341 (2002)

ESOP's Failures: Fiduciary Duties When Managers of Employee-Owned Companies Vote to Entrench Themselves, 2000 Columbia Business Law Review 199 (2000)

Freedom of Speech and Independent Judgment Review in Copyright Cases, 107 Yale Law Journal 2431 (1998) (with Eugene Volokh)

Dynamic Statutory Interpretations and Sluggish Social Movements, 85 California Law Review 919 (1997) (comment)

Book Reviews & Review Essays

Professor Bainbridge and the Arrowian Moment: A Review of The New Corporate Governance in Theory and Practice, 34 Delaware Journal of Corporate Law 139 (2009) (reviewing Stephen M. Bainbridge, The New Corporate Governance in Theory and Practice (Oxford University Press, 2008))

The Curious Incident of the Workers in the Boardroom, 29 Hofstra Law Review 503 (2000) (reviewing Employees and Corporate Governance (Margaret M. Blair & Mark J. Roe, eds., Brookings Institution Press, 1999))

Other Publications

Criminalization of Corporate Law: The Impact on Shareholders and Other Constituents, 2 Journal of Business & Technology Law 99 (2007) (essay)

An Introductory Note on the Krugman Spatial Mode, in 1993 Lectures in Complex Systems (Lynn Nadel and Daniel Stein, eds., Addision-Wesley, 1995)

Doctoral Theses

Labor Management Firms and Banks (unpublished Ph.D. dissertation, Stanford University, 1995)

COURSES

Courses

BA Corps
Federal Securities Regulation
Law & Economics Workshop
Contracts
Statutory Interpretations