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About the Authors

Charles R. T. O'Kelley

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Photo - Charles R. T. O'Kelley
B.A., University of the South
J.D., University of Texas
LL.M., Harvard University

Chuck O'Kelley directs the Adolf A. Berle, Jr. Center on Corporations, Law and Society for the Seattle University School of Law. He is an expert in corporate governance and Delaware corporation law.

After practicing law in Atlanta for five years, O'Kelley began his law teaching career with a one year stint at Tulane University, followed by three years at the University of Alabama. In 1982, he joined the faculty of law at the University of Oregon where he remained for 15 years. While at Oregon, O'Kelley founded and served as the first director of the Law and Entrepreneurship Center and was the first holder of the Stewart Chair in Business Law. He completed his years at Oregon by serving as Associate Dean from 1993 to 1994 and Interim Dean from 1994 to 1997. In 1997, Chuck joined the law faculty at the University of Georgia as the first holder of the M.E. Kilpatrick Chair of Corporate Finance and Securities Law.

O'Kelley has been active in the fight for social justice on a number of fronts. As chair of admissions for several years at Oregon and Georgia he spearheaded successful efforts to achieve a more diverse student body. While at Georgia, O'Kelley was the co-lead plaintiff in a citizen law suit challenging the constitutionality of a state constitutional provision that discriminates against same sex couples with regard to the benefits of marriage. O'Kelley is a member of the American Law Institute and the state bars of Georgia and Oregon.

• Corporations and Other Business Associations: Cases and Materials, 5th ed. (Aspen, 2006) (with Robert B. Thompson) (earlier editions in 1992, 1996, 1999, 2003)
• Corporations and Other Business Associations: Statutes, Rules and Forms, 16th ed. (Aspen, 2008) (with Robert B. Thompson) (earlier editions in1992, 1993, 1995-2007).

Articles (selected)
The Entrepreneur and the Theory of the Modern Corporation, 31 J. Corp. L. 753 (2006). Paper presented at
symposium: Robert Clark's Corporate Law: Twenty Years of Change, University of Iowa, Sept. 9 10, 2005.
Foreword: The Many Passions of Teaching Corporations, 34 Ga. L. Rev. 423 (2000).
Delaware Corporation Law and Transaction Cost Engineering, 34 Ga. L. Rev. 895 (2000).
Foreword: Understanding the Place of Limited Liability Companies in the Spectrum of Business Forms, 73 Or. L.
Rev. 1 (1994).
Filling Gaps in the Close Corporation Contract: A Transaction Cost Analysis, 87 Nw. L. Rev. 216 (1992).
Opting In and Out of Fiduciary Duties in Cooperative Ventures: Refining the So Called Coasean Contract Theory,
70 Wash. U. L. Q. 353 (1992).


Robert B. Thompson

E-mail address:

Photo - Robert B. Thompson
J.D., University of Virginia 
B.A., Vanderbilt University

Professor Thompson teaches courses in the corporate and securities area, including mergers and limited liability.  He joined the Georgetown faculty in 2010 after visiting in 2009-10. Previous positions include service as the New York Alumni Chancellor’s Professor of Law and Professor of Management at Vanderbilt University and the George Alexander Madill Professor of Law at Washington University. He has visited at New York University and Northwestern University and has taught intensive courses at the University of Sydney. He has authored or co-authored casebooks on corporations and on mergers, treatises on Close Corporations and Oppression of Minority Shareholders and LLC Members, and more than 50 articles. Professor Thompson has testified before committees of Congress, a state legislature, and the New York Stock Exchange. He has served since 1991 as editor of the Corporate Practice Commentator, served as an adviser for the American Law Institute's Restatement (Third) of Agency and chaired two sections of the Association of American Law Schools.

In addition to the revision of Corporations and Other Business Associations, Cases and Materials:
• O'Neal and Thompson's Close Corporations and LLCs: Law and Practice (Rev. 3d edition) (Thomson/West 2004 and annual supplements) (3rd edition 1986-2003 with F. Hodge O'Neal through 1991)
• O'Neal and Thompson's Oppression of Minority Shareholders and LLC Members (Revised 2nd edition, Thomson/West 2004 and annual supplements) (2nd edition 1985-2003 with F. Hodge O'Neal through 1991)

The Dilemma of Odious Debts, 56 Duke Law Journal 1201 (2007)(with Lee C. Buchheit and G. Mitu Gulati)
Securities Litigation and Its Lawyers: Changes during the First Decade after the PSLRA, 106 Columbia Law 
Review 1489-1533 (2006) (with Stephen J. Choi)
The New Look of Shareholder Litigation: Acquisition-Oriented Class Actions, 57 Vanderbilt Law Review 133 
(2004) (with Randall Thomas)
Exit, Liquidity and Majority Rule: Appraisal’s Role in Corporate Law, 84 Georgetown Law Journal 1-60 (1995)
Piercing the Corporate Veil: An Empirical Study, 76 Cornell Law Review 1036-1074 (1991)