DAVID MILLON
School of Law Washington and Lee University Lexington, Virginia 24450
Office: 540-458-8993 Fax: 540-458-8586 Cell: 540-460-8307 Email: [email protected]
PROFESSIONAL AFFILIATIONS
Washington and Lee University, School of Law. J.B. Stombock Professor of Law since 2001; Associate Dean for Academic Affairs, 2000-06; Professor of Law 1994-2001; Director, Frances Lewis Law Center, 1994-97; Associate Professor of Law (with tenure), 1990-94; Assistant Professor of Law, 1986-90.
Cornell Law School. Visiting Associate Professor of Law, 1991-92.
University of Cambridge (England). Visiting Member of the Faculty of Law, 1990-91.
Hale and Dorr (Boston). Associate attorney (Litigation Department), 1983-86.
EDUCATION
Harvard Law School. J.D. (cum laude), 1983.
Cornell University. M.A., 1978, Ph.D. (History), 1982.
Dissertation: "Common Law and Canon Law During the Reign of Edward I."
Dissertation supervisor: Professor Brian Tierney.
University of London, Institute for Historical Research. Visiting Scholar, 1978-80.
Ohio State University. B.A., 1975, M.A. (History), 1976.
PUBLICATIONS
Book
Select Ecclesiastical Cases from the King's Courts 1272-1307 (Selden Society, vol. 126, 2009).
Articles and book chapters
"Enlightened Shareholder Value, Social Responsibility, and the Redefinition of Corporate Purpose without Law," in Corporate Governance after the Financial Crisis (P. Vasudev & S. Watson eds., Edward Elgar 2012).
- 1 - "Reforming the Third Year of Law School," in Reforming Legal Education: Law Schools at the Crossroads (D. Moss & D. Curtis eds., Information Age Publishing 2012) (with R. Danforth & L. Johnson).
"Human Rights and Delaware Corporate Law," 25 Pacific McGeorge Global Business and Development Law Journal 173 (2012) (invited contribution, Symposium: The Global Impact and Implementation of Human Rights Norms).
"Two Models of Corporate Social Responsibility," 46 Wake Forest Law Review 523 (2011) (invited contribution, Symposium: The Sustainable Corporation).
"The Still-Elusive Quest to Make Sense of Veil-Piercing," 89 Texas Law Review See Also 15 (2010).
"The Single Constituency Argument in the Economic Analysis Of Business Law," 24 Research in Law and Economics 43 (2009) (invited contribution, Symposium: Law and Economics—Toward Social Justice, Seattle University School of Law).
"Piercing the Corporate Veil, Financial Responsibility, and the Limits of Limited Liability," 56 Emory Law Journal 1305 (2007) (reprinted in 49 Corporate Practice Commentator 857 (2008)).
"Recalling Why Corporate Officers are Fiduciaries," 46 William and Mary Law Review 1597 (2005) (with L. Johnson) (reprinted in 47 Corporate Practice Commentator 785 (2005)).
"Worker Ownership Through 401(k) Plans: Enron's Cautionary Tale," 76 St. John's Law Review 835 (2002) (invited contribution, Symposium: Enron and Its Aftermath).
"Why is Corporate Management Obsessed with Quarterly Earnings and What Should be Done About It?," 70 George Washington Law Review 890 (2002) (invited contribution, Symposium: Lawrence Mitchell, Corporate Irresponsibility).
"Enron and the Dark Side of Worker Ownership," 1 Seattle Journal for Social Justice 113 (2002).
"The Ambiguous Significance of Corporate Personhood," Stanford Agora: An Online Journal of Legal Perspectives (Vol. 1 Issue 2, 2001, http://www.law.stanford.edu/agora/issue2/index.html) (invited principal paper, Symposium: Competing Conceptions of Personhood).
"New Game Plan or Business as Usual? A Critique of the Team Production Model of Corporate Law," 86 Virginia Law Review 1001 (2000).
"Default Rules, Wealth Distribution, and Corporate Law Reform: Employment at Will Versus Job Security," 146 University of Pennsylvania Law Review 975 (1998).
"Communitarianism in Corporate Law: Foundations and Law Reform Strategies," in Progressive Corporate Law (L. Mitchell ed., Westview Press 1995).
"Personifying the Corporate Body," 2 Graven Images: A Journal of Culture, Law, and the Sacred 116 (1995) (invited contribution, Symposium: The Body).
"Communitarians, Contractarians, and the Crisis in Corporate Law," 50 Washington and Lee Law Review 1373 (1993).
"Corporate Takeovers and Corporate Law: Who's in Control?," 61 George Washington Law Review 1177 (1993) (with L. Johnson).
- 2 - "Juries, Judges, and Democracy," 18 Law & Social Inquiry 135 (1993) (review essay discussing S. Stimson, The American Revolution in the Law: Anglo-American Jurisprudence Before John Marshall).
"Objectivity and Democracy," 67 N.Y.U. Law Review 1 (1992).
"Redefining Corporate Law," 24 Indiana Law Review 223 (1991).
"Theories of the Corporation," 1990 Duke Law Journal 201.
"The Case Beyond Time," 45 The Business Lawyer 2105 (1990) (with L. Johnson).
"Positivism in the Historiography of the Common Law," 1989 Wisconsin Law Review 669.
"Misreading the Williams Act," 87 Michigan Law Review 1862 (1989) (with L. Johnson) (reprinted in 33 Corporate Practice Commentator 221 (1991)).
"Missing the Point About State Takeover Statutes," 87 Michigan Law Review 846 (1989) (with L. Johnson) (reprinted in 31 Corporate Practice Commentator 581 (1990)).
"Does the Williams Act Preempt State Common Law in Hostile Takeovers?," 16 Securities Regulation Law Journal 339 (1989) (with L. Johnson).
"State Takeover Laws: A Rebirth of Corporation Law?," 45 Washington and Lee Law Review 903 (1988).
"The Sherman Act and the Balance of Power," 61 Southern California Law Review 1219 (1988) (excerpted in The Political Economy of the Sherman Act: The First One Hundred Years (E. Sullivan ed., 1991) and An Antitrust Anthology (A. Gavil ed., 1996)).
"Ecclesiastical Jurisdiction in Medieval England," 1984 Illinois Law Review 621.
"Circumspecte Agatis Revisited," 2 Law and History Review 104 (1984).
Shorter pieces
Review of M. Bilder, M. Marcus & R. Newmyer eds., Blackstone in America: Selected Essays of Kathryn Preyer, 52 American Journal of Legal History 500 (2012).
"Keeping Hope Alive," 68 Washington and Lee Law Review 369 (2011) (comment, Washington and Lee Law Review Student Notes Colloquium).
Remarks delivered at Roundtable on the Criminalization of Corporate Law, University of Maryland School of Law, published in 2 Journal of Business & Technology Law 101 (2007).
"Roger Groot, Legal Historian," 64 Washington and Lee Law Review 34 (2007).
Tribute to Frederic L. Kirgis, 62 Washington and Lee Law Review 833 (2005).
"Who 'Caused' the Enron Debacle?," 60 Washington and Lee Law Review 309 (2003) (comment, Washington and Lee Law Review Student Notes Colloquium).
"The Enron Pension Disaster," W&L Law (Fall 2002) (law school's alumni magazine).
Interview on political significance of various theories of the corporation, Corporate Crime Reporter, Feb. 11, 2002.
- 3 - Entries on "Juries and the Jury System" and "Statutes," in Medieval England: An Encyclopedia (Garland Publishing Inc. 1998).
Review of N. Doe, Fundamental Authority in Late Medieval English Law, 12 Law and History Review 181 (1994).
"The First Antitrust Statute," 29 Washburn Law Journal 141 (1990) (invited address, National Association of Attorneys General).
"International Trade: FTC Service of Subpoenae Abroad," 22 Harvard International Law Journal 458 (1981) (student piece).
Works in progress
Articles:
"Shareholder Social Responsibility," forthcoming in Seattle University Law Review.
"Shareholder Primacy in the Classroom after the Financial Crisis," forthcoming in Journal of Business & Technology Law.
"Corporate Theory and Corporate Social Responsibility."
"Corporate Social Responsibility and Sustainability."
"Jury Autonomy and the Rule of Law in English Legal History."
Book:
"From Communal Justice to Common Law: The Origins of Modern Legal Theory."
ADDRESSES AND PRESENTATIONS
"Institutional Shareholders and Corporate Social Responsibility," 5th International Conference on Corporate Social Responsibility, Berlin, Oct. 2012.
"Kiobel v. Royal Dutch Petroleum Co." Paper presented at Supreme Court Update Panel, Southeastern Association of Law Schools annual meeting, Aug. 2012.
"Shareholder Social Responsibility." Paper presented at symposium, "Berle IV: The Future of Financial/Securities Markets," London, June 2012.
Organizer, moderator, and commenter, panel on "Corporate Law and Human Rights." Law and Society Association annual meeting, Honolulu, June 2012.
Comment on paper by Prof. Alicia Plerhoples, George Washington University School of Law Junior Faculty Workshop, Feb. 2012
"Corporate Social Responsibility and Sustainability." Paper presented at plenary session of conference on Towards Sustainable Companies: Identifying New Avenues, Oslo, Norway, Aug. 2011.
- 4 - "Two Models of Corporate Social Responsibility, with Remarks on Accounting Implications." Paper presented at annual meeting of the Society for the Advancement of Socio-Economics, Madrid, Spain, June 2011.
"Two Models of Corporate Social Responsibility." Paper presented at Symposium on the Sustainable Corporation, Wake Forest University School of Law, April 2011.
"Enlightened Shareholder Value, Social Responsibility, and the Redefinition of Corporate Purpose Without Law." Paper presented at Symposium on Corporate Governance in the Post, Post World, Auckland, New Zealand, April 2010.
"Berle vs. Dodd after 80 Years: Why are We Still Arguing about This?" Paper presented at symposium on "In Berle's Footsteps," Seattle University School of Law, Nov. 2009.
"Incorporation, Listing, and Human Rights." Remarks presented at Expert Consultation on Business and Human Rights convened by Special Representative to the United Nations Secretary General, Osgoode Hall Law School, Toronto, Nov. 2009.
"Jones v. Harris." Remarks presented at Supreme Court Preview, Washington and Lee University, Oct. 2009.
"Fiduciary Duty and Corporate Purpose." Paper presented at symposium on "The Future of Fiduciary Duties in Corporate Law," Notre Dame Law School, March 2009.
"Fitzgerald's Vision of a World Without Law." Paper presented at "Law and Literature Seminar: The Great Gatsby," Washington and Lee University, Oct. 2008.
"Some Thoughts about the Costs and Benefits of Sarbanes-Oxley." Paper presented at Southeastern Association of Law Schools annual meeting, July 2008.
"Responsibility, Redemption, and 'The Great Twitch.'" Paper presented at "Law and Literature Seminar: All the Kings Men," Washington and Lee University, Nov. 2007.
"Stoneridge Investment v. Scientific-Atlanta, Inc. and the Future of 'Scheme Liability.'" Paper presented for Supreme Court Preview Panel, Southeastern Association of Law Schools annual meeting, July 2007.
"The Single Constituency Argument in the Economic Analysis Of Business Law." Paper presented at Symposium on "Law and Economics: Toward Social Justice," Seattle University School of Law, Sept. 2006.
Participant, "Criminalization of Corporate Law Roundtable," University of Maryland Law School, April 2006.
Moderator, panel on Critical Race Theory and Corporate Law at "Symposium, Critical Race Theory: The Next Frontier," Washington and Lee University School of Law, March 2004.
"Recalling Why Corporate Officers are Fiduciaries." Paper (L. Johnson co-author) presented at conference on "Corporations, Markets, and the State: A Multi-Disciplinary Inquiry Into the Future of Modern Global Business," George Washington University Law School, March 2004.
"Corporate Diversity Initiatives and the Duty of Care." Paper presented at Mid-Atlantic People of Color Conference on Legal Scholarship, University of Baltimore School of Law, Jan. 2004.
Session Leader, "Honor and Corporate Governance." Institute of Honor, Washington and Lee University, Jan. 2004.
- 5 - "Who 'Caused' the Enron Debacle?" Comment presented at Washington and Lee Law Review Student Notes Colloquium, Oct. 2003.
"Worker Ownership Through 401(k) Retirement Plans: Enron's Cautionary Tale." Paper presented at conference on "Enron and its Aftermath," St. John's University School of Law, Sept. 2002.
Organizer and speaker, Continuing Legal Education Program on "Ethics and the Corporate Lawyer after Enron," Washington and Lee University School of Law, May 2003.
"The Ethic of Stock Price Maximization and Shareholder Primacy." Paper presented at colloquium on Lawrence E. Mitchell's book, Corporate Irresponsibility, George Washington University Law School, Feb. 2002.
"Socio-Economics and Corporate Social Responsibility." Remarks presented at AALS Annual Meeting, Section on Socio-Economics, New Orleans, Jan. 2002.
Comments on panel, "Law, Learning, and Judgment in Early Stuart England: Reading Measure for Measure," American Society for Legal History Annual Meeting, Princeton, Oct. 2000.
Comments on Margaret Blair, A Team Production Model of Corporate Law. Panel on "Socio- Economic Perspectives on Corporate Law and Responsibility," AALS Annual Meeting, Section on Socio-Economics, Washington, D.C., Jan. 2000.
Participant in "Roundtable Discussion on Socio-Economic Perspectives on Corporate Law and Responsibility." Georgetown Conference on Socio-Economics, Washington, D.C., Jan. 2000.
"Parliamentary Legislation and Jury Discretion." Paper presented at Fourteenth British Legal History Conference, Edinburgh, Scotland, July 1999.
"Writs of Prohibition and the Church Courts During the Reign of Edward I." Paper presented at annual meeting of American Society for Legal History, Seattle, Oct. 1998.
"Communitarianism in Corporate Law: Foundations and Law Reform Strategies." Paper presented at Conference, "Progressive Corporate Law," George Washington Law School, Oct. 1995.
"The Crisis in Corporate Law." Paper presented at conference, "New Directions in Corporate Law," Washington and Lee University School of Law, Nov. 1993.
"Corporate Takeovers and Corporate Law: Who's in Control?" Paper presented at conference, "The ALI Principles of Corporate Governance and the Future of Corporate Law," Benjamin N. Cardozo School of Law, Oct. 1993.
"Worker Ownership and Inefficiency." Paper presented at annual meeting of the Law and Society Association, Philadelphia, May 1992.
"Toward the Postmodern Corporation." Paper presented at Critical Legal Studies Conference, Boston, April 1992.
"From Premodern to Modern Legal Theory." Paper presented at Law and Society Seminar, Institute of Historical Research, University of London, April 1991.
"The Law and Corporate Responsibility." Seminar presented at Seventh Annual Business Ethics Institute, Washington and Lee University, March 1990.
- 6 - "Critical Approaches to Corporate Law." Invited address presented at Conference on "Frontiers of Legal Thought," Duke University School of Law, Jan. 1990.
"Premodern Trials and the Rule of Law." Faculty workshop presented at Boston University School of Law, Sept. 1989.
"The First Antitrust Statute." Invited address presented to National Association of Attorneys General, Antitrust Centennial Symposium, Lawrence, Kansas, May 1989.
Lectures on Corporations and on Agency and Partnership. Virginia Judges Institute, Charlottesville, June 1987 & June 1989.
FELLOWSHIPS
National Endowment for the Humanities, Fellowship for University Teachers, 1990-91.
Mommsen Traveling Fellowships, History Department, Cornell University, 1978-79, 1979-80.
TEACHING
Current courses
Contracts; Publicly Held Businesses; Legal Writing; Third-Year Skills Immersion Program (Transactional).
Additional courses taught in the past
Agency and Partnership; Antitrust; Close Business Arrangements; Corporate Governance Seminar; Economic Democracy Seminar; English Legal History; Introduction to U.S. Law; Nonprofit Organizations.
Honors
Selected Professor of the Year by second- and third-year students, 1993-94, 1994-95.
UNIVERSITY AND LAW SCHOOL SERVICE
University Presidential Search Committee (2001-02); Presidential Transition and Inauguration Committees (2002); Law School Dean Search Committees (2011-12; 1993-94; 1987-88); Athletic Director Search Committee (2007); Search Committee, Knight Chair in Journalism Ethics (2003); Search Committee, Director of Society and the Professions Program in Applied Ethics (1999); University Strategic Planning Task Forces on the Law School and on Athletics (2004-06); Chair, University Athletic Committee and NCAA Faculty Athletic Representative (2002-07); Planning Committee, Science, Society, and the Arts Student Research Conference (2006-07); Advisory Committee, Shepherd Poverty Program (2000-08); Faculty Advisor, Washington and Lee Law Review (1999-06).
- 7 - (University and Law School Service, continued)
Law School Committees (current and past service): Faculty Appointments Committee; Educational Planning and Curriculum Committee; Admissions Committee; Loan Repayment Assistance Program Committee; Committee on Civility and Inclusiveness; Sesquicentennial Committee; Law Center Committee; Facilities Committee; Ad Hoc Space Committee; Library Committee; Academic Standards Committee; Overseas Exchange & LL.M. Program Committee; Dean's Steering Committee; W&L Center for Law and History; Law School Strategic Planning Committee; Tenure and Pre-Tenure Support Committees for several faculty colleagues.
PROFESSIONAL SERVICE AND MEMBERSHIPS
President, Southeastern Association of Law Schools (2012-13); Board of Directors (since 2010).
Senior Member, Sustainable Companies Project Team, University of Oslo (since 2011).
Board of Editors, Perspectives on Company Law (Institute of Advanced Legal Studies, London) (1996-03).
American Society for Legal History, Sutherland Prize Committee (2004, 2005).
Member, Society for the Advancement of Socio-Economics; Law and Society Association; American Society for Legal History; Selden Society; American Bar Association.
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