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Brett McDonnell

Dorsey & Whitney Chair in Law

Brett McDonnell

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



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.





  • Research Handbook on the Economics of Corporate Law (Edward Elgar, 2012) (co-editor) (with Claire Hill)

Book Chapters

  • International Financial Regulation: First, Do No Harm, in Festschrift zu Ehren von Christian Kirchner: Recht im okonomischen Kontext (Mohr Siebeck, 2014) (with Claire Hill)

  • Fiduciary Duties: The Emerging Jurisprudence, in Research Handbook on the Economics of Corporate Law (Claire A. Hill & Brett H. McDonnell, eds., Edward Elgar, 2012) (with Claire Hill)

  • Introduction: The Evolution of the Economic Analysis of Corporate Law, in Research Handbook on the Economics of Corporate Law (Claire A. Hill & Brett H. McDonnell, eds., Edward Elgar, 2012) (with Claire Hill)

Journal Articles

  • Teaching Unincorporated Business Associations through a Simulated Start-Up, 59 Saint Louis University Law Journal 725 (2015)

  • The Agency Cost Paradigm: The Good, the Bad, and the Ugly, 38 Seattle University Law Review 561 (2015) (with Claire Hill)

  • Ancillary Patent Markets and the Firm, 4 Queen Mary Journal of Intellectual Property 118 (2014) (with Dan L. Burk)

  • Committing To Doing Good and Doing Well: Fiduciary Duty in Benefit Corporations, 20 Fordham Journal of Corporate and Financial Law 19 (2014)

  • Dampening Financial Regulatory Cycles, 65 Florida Law Review 1597 (2013)

  • Designing Countercyclical Capital Buffers, 18 North Carolina Banking Institute 123 (2013)

  • Reconsidering Board Oversight Duties after the Financial Crisis, 2013 University of Illinois Law Review 859 (2013) (with Claire Hill)

  • Financial Regulation Reform and Too Big to Fail, 1 American University Business Law Review 113 (2011-2012)

  • Don't Panic! Defending Cowardly Interventions During and After a Financial Crisis, 116 Penn State Law Review 1 (2011)

  • Of Mises and Min(sky): Libertarian and Liberal Responses to Financial Crises Past and Present, 34 Seattle University Law Review 1279 (2011)

  • Regulatory Contrarians, 89 North Carolina Law Review 1629 (2011) (with Daniel Schwarcz)

  • Sanitizing Interested Transactions, 36 Delaware Journal of Corporate Law 903 (2011) (with Claire Hill)

  • Setting Optimal Rules for Shareholder Proxy Access, 43 Arizona State Law Journal 67 (2011)

  • Strategies for an Employee Role in Corporate Governance, 46 Wake Forest Law Review 429 (2011)

  • Trademarks and the Boundaries of the Firm, 51 William & Mary Law Review 345 (2010) (with Dan L. Burk)

  • Executive Compensation and the Optimal Penumbra of Delaware Corporate Law, 4 Virginia Law & Business Review 333 (2009) (with Claire Hill)

  • 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))

  • 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)

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

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

  • Stone v. Ritter and the Expanding Duty of Loyalty, 76 Fordham Law Review 1769 (2007), reprinted in Corporate Governance: Directors' Duties (K. Janardhanacharyulu, ed., Amicus Books, an imprint of Icfai University Press) (with Claire Hill)

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

  • 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 Burk Dan)

  • "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 Farber Daniel)

  • 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 Farber Daniel)

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

  • 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)) (review essay)

  • 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)

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)