Cecil C. Humphreys School of Law

PETER V. LETSOU Dean & Professor of Law Cecil C. Humphreys School of Law The University of Memphis 1 N. Front Street Memphis, Tennessee 38103 (901) 678-4588 [email protected]

EDUCATION The University of Chicago Law School, J.D. 1986 (with highest honors). Order of the Coif. Member, University of Chicago Law Review (1984-1986) Comment Editor, University of Chicago Law Review (1985-86) Olin Foundation Fellow in Law and Economics, 1984-86

Harvard College, B.A. Physics 1983 (magna cum laude)

PROFESSIONAL Dean & Professor of Law EXPERIENCE (2013-present) Cecil C. Humphreys School of Law The University of Memphis Memphis, Tennessee

Dean, Roderick & Carol Wendt Chair in Business Law & Director, Program in Law & Business (Isaac Van Winkle Melton Professor, 2002-2003; Wendt Chair since 2003-2013; Associate Dean 2006-2011; Dean 2011-2013) Willamette University College of Law Salem, Oregon

Visiting Professor (Chair of the Americas) (Nov. 2009) University of Paris 1 Pantheon-Sorbonne Paris, France

Professor of Law & Director, Center for Corporate Law (1997-2002) University of Cincinnati College of Law Cincinnati, Ohio

Visiting Professor of Law (fall 2001) University of Connecticut School of Law Hartford, Connecticut

Visiting Professor of Law (fall 1999) Emory University School of Law Atlanta, Georgia

Associate Professor of Law (1994-1997; with tenure: 1996-97) George Mason University School of Law Arlington, Virginia

Assistant Professor of Law (1990-1994) George Mason University School of Law Arlington, Virginia

Associate (1988-1990) Christy & Viener New York, New York

Associate (1987-1988) Cravath, Swaine & Moore New York, New York

Associate Counsel (1987) United States Senate Select Committee on Secret Military Assistance to Iran and the Nicaraguan Opposition Washington, D.C.

Law Clerk (1986-1987) The Honorable Walter R. Mansfield, United States Court of Appeals for the Second Circuit and Division of the United States Court of Appeals for the District of Columbia Circuit for the Purpose of Appointing Independent Counsels

COURSES Business Organizations TAUGHT Corporate Finance Corporations Mergers & Acquisitions Quantitative Methods for Lawyers Securities Regulation

BOOKS Cases and Materials on Corporate Mergers & Acquisitions (Aspen Law & Business 2006)

Business Associations, Fourth Edition (with Larry E. Ribstein), 2004, 2005, 2006 & 2007 Supplements (Anderson)

Business Associations, Fourth Edition (with Larry E. Ribstein) (Anderson 2003)

Business Associations, Third Edition, 1997, 1998, 1999 & 2000

2 Supplements (with Larry E. Ribstein) (Matthew Bender)

Business Associations, Third Edition, Documents Supplement (with Larry E. Ribstein) (Matthew Bender 1996 & 1999)

Business Associations, Third Edition (with Larry E. Ribstein) (Matthew Bender 1996)

ARTICLES “The Changing Face of Corporate Governance Regulation in the United States: The Evolving Roles of the Federal and State Governments,” 49 WILLAMETTE L. REV. 149 (2009)

“ The Dilemma that Should Never Have Been: Minority Freeze Outs in Delaware,” 61 BUS. LAW. 25 (2005) (with Haas)

“Some Reflections on the Impact of Shareholder Diversification on Corporate Law: The Case of the Business Judgment Rule,” 77 CHI. KENT. L. REV. 179 (2001)

“Are Dead-Hand (and No-Hand) Poison Pills Really Dead?,” 68 U. CIN. L. REV. 1101 (2000)

“The Future of Legal Education: Some Reflections on Law School Specialty Tracks,” 50 CASE W. L. REV. 457 (1999).

“Introduction to the Twelfth Annual Corporate Law Symposium on Developments in the Law of Business Organizations,” 67 U. CIN. L. REV. 945 (1999)

“The Role of Appraisal in Corporate Law,” 39 B.C.L. REV. 1121 (1998).

“The Scope of Section 12(2) of the Securities Act of 1933: A Legal and Economic Analysis,” 45 EMORY L.J. 95 (1996)

“The Political Economy of Consumer Credit Protection Regulations,” 44 EMORY L.J. 587 (1995)

“Shareholder Voice and the Market for Corporate Control,” 70 WASH. U.L.Q. 755 (1992)

“A Time-Dependent Model of Products Liability,” 53 U. CHI. L. REV. 209 (1986)

ESSAYS “The University FOR Memphis,” MEMPHIS LAW MAGAZINE, Spring 2015, at 2.

3 “Memphis Law: A Safe Harbor in a Perfect Storm,” MEMPHIS LAW MAGAZINE, Fall 2014, at 2. “Too Many Law Students, Too Few Legal Jobs? A View from Memphis Law,” THE COMMERCIAL APPEAL, September 6, 2015, at V4. “Wading Through the Muck: Examining the Market Collapse,” THE WILLAMETTE LAWYER, Spring 2009, at 8. “Wading Through the Muck: A Roundtable Discussion with WUCL’s Business Law Scholars,” THE WILLAMETTE LAWYER, Spring 2009, at 10 (with Eisenberg & Friedman). “Sarbanes-Oxley Section 404 and the Small Public Company,” OREGON BUSINESS, September 2007, at 47.

“SEC Rules: No Panecea,” THE WILLAMETTE LAWYER, Spring 2004, at 22.

“Power Dive,” THE DAILY DEAL (NEW YORK CITY), October 6, 2003. “Snuffing Out Business Investment in Oregon,” THE OREGONIAN, September 1, 2003.

“Neutral Ground,” THE DAILY DEAL (NEW YORK CITY), February 6, 2003.

“Flaw and Folly,” THE DAILY DEAL (NEW YORK CITY), October 9, 2002.

“Saying ‘No’ in Ohio,” THE DAILY DEAL (NEW YORK CITY), June 4, 2002.

“Leave the Analysts Alone,” THE DAILY DEAL (NEW YORK CITY), May 7, 2002, at 16.

“Why Kill Andersen?,” THE DAILY DEAL (NEW YORK CITY), April 23, 2002, at 17.

“The Ins and Outs of Buyouts,” THE WORLD & I, September 1995, at 66.

PRESENTATIONS Developments in Federal Securities Regulation, Oregon Division of Finance and Corporate Securities, March 2, 2010

Conference Organizer, The Willamette Securities Regulation

4 Conference, Portland, Oregon, November 6, 2009

The (Un)Changing Face of Corporate Governance Regulation in the United States: The Evolving Roles of the State and Federal Governments, University of Paris 1 Pantheon-Sorbonne, November 6, 2009.

Conference Organizer and Panelist, The Willamette Securities Regulation Conference, Portland, Oregon, October 30, 2008

Developments in Federal Securities Regulation, Oregon Division of Finance and Corporate Securities, April 8, 2008

Panelist, Corporate Social Responsibility and Future Generations, Willamette University, March 18, 2008

Conference Organizer and Panelist, The Willamette Securities Regulation Conference, Portland, Oregon, October 18, 2007

Conference Organizer and Panelist, The Willamette Securities Regulation Conference, Portland, Oregon, October 19, 2006.

Panelist, Northwest Securities Institute, Portland, Oregon, February 2005.

Panelist, United States Bankruptcy Court, Southern District of Ohio, Bench-Bar Conference, Kings Island Resort and Conference Center, May 22, 2002.

Some Reflections on the Impact of Shareholder Diversification on Corporate Law: The Case of the Business Judgment Rule, University of Connecticut College of Law Faculty Workshop Series, October 15, 2001.

Some Reflections on the Impact of Shareholder Diversification on Corporate Law: The Case of the Business Judgment Rule, Theory Informs Business Practice Symposium, Chicago-Kent College of Law, April 7, 2001.

Some Reflections on the Impact of Shareholder Diversification on Corporate Law: The Case of the Business Judgment Rule, Willamette University College of Law, October 15, 2000.

Are Dead-Hand (and No-Hand) Poison Pills Really Dead?, Contemporary Issues in the Law of Business Associations, Cincinnati, Ohio, March 9, 2000.

5 Are Dead-Hand (and No-Hand) Poison Pills Really Dead?, Emory University Law School Faculty Workshop Series, October, 1999.

The Future of Legal Education: Some Reflections on Law School Specialty Tracks, The Legacy of Henry Manne: Pioneer in Legal Education and Law and Economics, Williamsburg, Virginia, May 21-22, 1999.

The Role of Appraisal in Corporate Law, 1997 Annual Meeting of the Canadian Law and Economics Association, Toronto, Ontario, September, 1997

The Scope of Section 12(2) of the Securities Act of 1933, George Mason University School of Law Faculty Workshop Series, February, 1996

Corporate Law for Transition Economies, The Center for Institutional Reform in the Informal Sector at the University of Maryland, January, 1996

An Overview of American Corporate Law, The Krieble Institute of the Free Congress Foundation, Washington, D.C., August, 1994

Shareholder Voice and the Market for Corporate Control, George Mason University School of Law Faculty Workshop Series, January, 1992

MEDIA Vox Popular: Q&A with Dean Peter Letsou, R.S.V.P. MEMPHIS, QUOTATIONS August 2013

U of M law school ‘well-positioned’ for future, THE COMMERCIAL APPEAL (MEMPHIS), June 30, 2013

Hollinger sues to stop sale by Black, THE CHICAGO TRIBUNE, January 27, 2004.

Stockholder sends signal of leaving Metro One, THE OREGONIAN, November 25, 2003.

First shot fired in El Paso Corp. battle / Shareholder proposes whole new board, plans proxy fight, HOUSTON CHRONICLE, February 19, 2003

6 ProBusiness creates escape hatch, THE DAILY DEAL (NEW YORK CITY), January 28, 2003.

Fed ponders “off balance sheet” rule, THE DAILY DEAL (NEW YORK CITY), September 30, 2002

Bush speech reaction – experts: good first step but more needed, NEWSDAY (NEW YORK), July 9, 2002.

Allegations of accounting irregularities at Knight Trading, MARKETPLACE, MINNESOTA PUBLIC RADIO, June 4, 2002 (on-air interview broadcast nationally by National Public Radio)

Hughes: Divestitures could end DirecTV sale, THE DAILY DEAL (NEW YORK CITY), June 1, 2002

Claroscuros bursatiles en la compra de Dragados, EXPANSIONDIRECTO (MADRID), April 29, 2002

HP-Hewlett case may set precedent; Pressure on big investors at issue, HOUSTON CHRONICLE, April 23, 2002

Hewlett's suit has legs, Hewlett's suit has legs, THE DAILY DEAL (NEW YORK CITY), April 5, 2002

Trying to Recover Their Losses / Enron shareholders explore several options, NEWSDAY (NEW YORK), February 22, 2002

Comcast-AT&T Broadband proxy unusual, The Daily Deal (New York City), February 12, 2002

A Legal Beef, THE DAILY DEAL (NEW YORK CITY), January 17, 2002

Kentucky Investors File Suits Against Lexington, Ky.-Based Online College Book Seller, LEXINGTON HERALD-LEADER, June 26, 2001

Tyson-IBP battle could hinge on jurisdiction, THE DAILY DEAL (NEW YORK CITY), April 12, 2001

Vallalonga habria sido sancionado si hubiera comprador las opciones en EEUU, ECONOMIC (MADRID), June 18, 2000

Dolan must coral support from Reds limited partners, THE CINCINNATI BUSINESS COURIER, March 8, 1999

7 MEMBERSHIPS American Law Institute New York State Bar American Bar Association Order of the Coif Fellow, American Bar Foundation Fellow, Memphis Bar Foundation Member & Secretary, Leo Bearman Sr. Inn of Court, Memphis

PERSONAL Married to Felicity Harper Letsou Children: William (26), Christina (23), and Theodore (18)