Brett McDonnell

University of Minnesota Law School

Professor of Law

229 19th Avenue South

Minneapolis, MN 55455

United States

SCHOLARLY PAPERS

60

DOWNLOADS
Rank 3,968

SSRN RANKINGS

Top 3,968

in Total Papers Downloads

19,534

TOTAL CITATIONS
Rank 17,962

SSRN RANKINGS

Top 17,962

in Total Papers Citations

80

Scholarly Papers (60)

1.

Is Incest Next?

Number of pages: 37 Posted: 29 Sep 2003
Brett McDonnell
University of Minnesota Law School
Downloads 1,067 (44,085)

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Lawrence, incest, sodomy, liberty, substantive due process, formalism, realism

2.

Sarbanes-Oxley, Fiduciary Duties, and the Conduct of Officers and Directors

Number of pages: 52 Posted: 30 Jul 2004
Brett McDonnell
University of Minnesota Law School
Downloads 905 (55,383)

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Sarbanes-Oxley, fiduciary duty, officers, directors, agency

3.

Essay: Stone v. Ritter and the Expanding Duty of Loyalty

Minnesota Legal Studies Research Paper No. 07-35
Number of pages: 31 Posted: 23 Aug 2007
Claire A. Hill and Brett McDonnell
University of Minnesota Law School and University of Minnesota Law School
Downloads 884 (57,202)
Citation 3

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corporate governance, good faith, fiduciary duty, duty of loyalty, duty of care

4.

Introduction: The Evolution of the Economic Analysis of Corporate Law

Chapter 1, RESEARCH HANDBOOK ON THE ECONOMICS OF CORPORATE LAW, Claire A. Hill and Brett H. McDonnell, eds., Elgar 2012, Minnesota Legal Studies Research Paper No. 12-21
Number of pages: 31 Posted: 05 May 2012
Claire A. Hill and Brett McDonnell
University of Minnesota Law School and University of Minnesota Law School
Downloads 723 (74,891)
Citation 3

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law and economics, corporate law, corporate governance

5.

Keeping Good Company in the Transition to a Low Carbon Economy? An Evaluation of Climate Risk Disclosure Practices in Australia

1 Corporate and Securities Law Journal 1, Penn State Law Research Paper No. 16-2017
Number of pages: 30 Posted: 21 Aug 2017 Last Revised: 17 Oct 2017
Monash University - Department of Business Law & Taxation, University of Melbourne - Law School, Northwestern Pritzker School of Law and University of Minnesota Law School
Downloads 709 (76,750)
Citation 4

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climate change, carbon risk, disclosure, Australian regulations, Paris Agreement

6.

Disney, Good Faith, and Structural Bias

Journal of Corporation Law, Vol. 32, No. 4, Summer 2007, Minnesota Legal Studies Research Paper No. 06-46
Number of pages: 33 Posted: 13 Sep 2006
Claire A. Hill and Brett McDonnell
University of Minnesota Law School and University of Minnesota Law School
Downloads 636 (88,164)
Citation 1

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good faith, structural bias, fiduciary duty, executive compensation

7.

The Goldilocks Hypothesis: Balancing Intellectual Property Rights at the Boundary of the Firm

University of Illinois Law Review, Vol. 2007, No. 2, Minnesota Legal Studies Research Paper No. 06-11
Number of pages: 62 Posted: 21 Mar 2006 Last Revised: 06 Oct 2015
Dan L. Burk and Brett McDonnell
University of California, Irvine School of Law and University of Minnesota Law School
Downloads 630 (89,264)
Citation 14

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intellectual property, patent, copyright, trade secrecy, theory of the firm

8.

Green Boardrooms?

Connecticut Law Review, Forthcoming
Number of pages: 81 Posted: 28 Apr 2020
University of Minnesota Law School, Northwestern Pritzker School of Law, University of Melbourne - Law School and Monash University - Department of Business Law & Taxation
Downloads 629 (89,445)
Citation 1

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Climate change, corporate and securities law, disclosure, shareholder proposals, fiduciary duties, environmental law, corporate behavior

9.

Expectation Damages and the Theory of Overreliance

Number of pages: 59 Posted: 21 Jun 2002
Melvin A. Eisenberg and Brett McDonnell
University of California, Berkeley - School of Law and University of Minnesota Law School
Downloads 574 (100,473)
Citation 2

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10.

Governing the Energy Transition: The Role of Corporate Law Tools

Number of pages: 28 Posted: 21 Aug 2019 Last Revised: 26 Nov 2019
University of Melbourne - Law School, Monash University - Department of Business Law & Taxation, University of Minnesota Law School and Northwestern Pritzker School of Law
Downloads 559 (103,816)

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energy transition, climate change, private sector governance, corporate law tools, disclosure, fiduciary duties, shareholders

11.

Strategies for an Employee Role in Corporate Governance

Wake Forest Law Review, Vol. 46, p. 429, 2011, Minnesota Legal Studies Research Paper No. 12-07
Number of pages: 18 Posted: 18 Jan 2012
Brett McDonnell
University of Minnesota Law School
Downloads 539 (108,661)

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sustainability, corporate governance, employees, corporate social responsibility

12.

Shareholder Bylaws, Shareholder Nominations, and Poison Pills

Number of pages: 101 Posted: 02 Feb 2005
Brett McDonnell
University of Minnesota Law School
Downloads 495 (120,524)
Citation 1

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bylaws, proxy access, shareholder nominations, poison pills

13.

Introduction to Economics of Corporate Law

Economics of Corporate Law (Edward Elgar, 2016), Minnesota Legal Studies Research Paper No. 16-38
Number of pages: 26 Posted: 03 Nov 2016
Claire A. Hill and Brett McDonnell
University of Minnesota Law School and University of Minnesota Law School
Downloads 469 (128,578)

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Corporate law, law and economics, corporate governance

14.

Patents, Tax Shelters, and the Firm

Minnesota Legal Studies Research Paper No. 07-05
Number of pages: 24 Posted: 07 Feb 2007 Last Revised: 05 Oct 2015
Dan L. Burk and Brett McDonnell
University of California, Irvine School of Law and University of Minnesota Law School
Downloads 448 (135,898)
Citation 6

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patents, business methods, investment strategy, tax shelters, taxation, tax patents, intellectual property, theory of the firm

15.

Professor Bainbridge and the Arrowian Moment: A Review of 'The New Corporate Governance in Theory and Practice'

Delaware Journal of Corporate Law (DJCL), Vol. 34, No. 1, 2009, Minnesota Legal Studies Research Paper No. 08-34
Number of pages: 53 Posted: 23 Aug 2008
Brett McDonnell
University of Minnesota Law School
Downloads 446 (136,670)

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corporate governance, authority, accountability, director primacy, Arrow, Bainbridge, Delaware, Journal, Corporate Law, Stephen, Bainbridge, Kenneth, Arrow, director, primacy

16.

Why (and How) Fairness Matters at the Ip/Antitrust Interface

Number of pages: 57 Posted: 25 Sep 2003
Daniel A. Farber and Brett McDonnell
University of California, Berkeley - School of Law and University of Minnesota Law School
Downloads 425 (144,494)

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Fairness, intellectual property, antitrust, open standards, price discrimination

17.

The Corrosion Critique of Benefit Corporations

Number of pages: 37 Posted: 18 Sep 2019
Brett McDonnell
University of Minnesota Law School
Downloads 407 (151,958)
Citation 3

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social enterprise, benefit corporations, corporate governance, shareholder primacy, stakeholders

18.

Is There a Text in this Class? The Conflict between Textualism and Antitrust

Number of pages: 59 Posted: 15 Nov 2004
Daniel A. Farber and Brett McDonnell
University of California, Berkeley - School of Law and University of Minnesota Law School
Downloads 388 (160,291)
Citation 3

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antitrust, textualism, statutory interpretation

19.
Downloads 375 (166,527)
Citation 1

Financial Regulation Reform and Too Big to Fail

American University Business Law Review, Forthcoming, Minnesota Legal Studies Research Paper No. 12-08
Number of pages: 17 Posted: 18 Jan 2012
Brett McDonnell
University of Minnesota Law School
Downloads 326 (192,404)
Citation 1

Abstract:

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too big to fail, financial regulation, Dodd-Frank Act

Financial Regulation Reform and Too Big to Fail

American University Business Law Review, Vol. 1, No. 1, 113
Number of pages: 20 Posted: 23 Apr 2018 Last Revised: 12 Jul 2018
Brett McDonnell
University of Minnesota Law School
Downloads 49 (833,183)

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Dodd-Frank, financial crisis, securities, regulatory, regulation, TBTF

20.

Committing to Doing Good and Doing Well: Fiduciary Duty in Benefit Corporations

Minnesota Legal Studies Research Paper No. 14-21
Number of pages: 62 Posted: 12 Apr 2014
Brett McDonnell
University of Minnesota Law School
Downloads 363 (172,639)
Citation 4

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social enterprise, benefit corporations, fiduciary duty, corporate social responsibility

21.

Two Goals for Executive Compensation Reform

New York Law School Law Review, Vol. 52, 2007, Minnesota Legal Studies Research Paper No. 07-34
Number of pages: 18 Posted: 24 Aug 2007
Brett McDonnell
University of Minnesota Law School
Downloads 353 (178,077)

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executive compensation, inequality, corporate governance

22.

Endogenous Preferences and Welfare Evaluations

Minnesota Legal Studies Research Paper No. 06-50
Number of pages: 44 Posted: 28 Sep 2006
Brett McDonnell
University of Minnesota Law School
Downloads 320 (197,902)
Citation 3

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endogenous preferences, welfare, adapative preferences, maladaptive preferences, Pareto self-improvement

23.

Stakeholder Governance as Governance by Stakeholders

Minnesota Legal Studies Research Paper No. 23-27, Seattle University Law Review, Forthcoming
Number of pages: 19 Posted: 31 Aug 2023
Brett McDonnell
University of Minnesota Law School
Downloads 311 (204,066)

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stakeholders, stakeholder governance, corporate governance, corporate purpose

24.

Short and Long Term Investors (and Other Stakeholders Too): Must (and Do) Their Interests Conflict?

Research Handbook on Mergers and Acquisitions, Claire A. Hill and Steven Davidoff Solomon (eds), Edward Elgar Publishing, Forthcoming, Minnesota Legal Studies Research Paper No. 15-37
Number of pages: 28 Posted: 06 Dec 2015
Claire A. Hill and Brett McDonnell
University of Minnesota Law School and University of Minnesota Law School
Downloads 293 (217,315)

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short-termism, corporate governance, stakeholder, shareholder, corporate social responsibility

25.

Stakeholder Engagement

Minnesota Legal Studies Research Paper No. 22-16
Number of pages: 54 Posted: 01 Nov 2022
Brett McDonnell
University of Minnesota Law School
Downloads 289 (221,344)

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stakeholders, stakeholder engagement, corporate governance, corporate purpose, stakeholder governance

Corporate Constituency Statutes and Employee Governance

Number of pages: 40 Posted: 10 Nov 2002
Brett McDonnell
University of Minnesota Law School
Downloads 289 (218,970)
Citation 4

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Corporate Constituency Statutes and Employee Governance

Posted: 30 Jul 2004
Brett McDonnell
University of Minnesota Law School

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corporate governance, constituency statutes, employee governance

27.

Regulatory Contrarians

North Carolina Law Review, Vol. 88, 2011, Minnesota Legal Studies Research Paper No. 10-64
Number of pages: 52 Posted: 20 Nov 2010 Last Revised: 25 Jun 2011
Brett McDonnell and Daniel Schwarcz
University of Minnesota Law School and University of Minnesota Law School
Downloads 282 (226,247)
Citation 5

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financial regulation, contrarians, Dodd-Frank

28.

Executive Compensation and the Optimal Penumbra of Delaware Corporate Law

Virginia Law and Business Review, Forthcoming, Minnesota Legal Studies Research Paper No. 09-21
Number of pages: 41 Posted: 18 Jun 2009 Last Revised: 31 Mar 2010
Claire A. Hill and Brett McDonnell
University of Minnesota Law School and University of Minnesota Law School
Downloads 275 (232,029)

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executive compensation, social norms, structural bias

29.

Employee Primacy, or Economics Meets Civic Republicanism at Work

Minnesota Legal Studies Research Paper No. 06-06
Number of pages: 85 Posted: 30 Jan 2006
Brett McDonnell
University of Minnesota Law School
Downloads 273 (233,732)
Citation 5

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shareholder primacy, employee primacy, law and economics, civic republicanism, theory of the firm, corporate social responsibility, redistribution, endogenous preferences

30.

Sox Appeals

Number of pages: 47 Posted: 30 Mar 2004
Brett McDonnell
University of Minnesota Law School
Downloads 271 (235,545)

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31.

Sticky Defaults and Altering Rules in Corporate Law

Southern Methodist University Law Review, Vol. 60, 2007, Minnesota Legal Studies Research Paper No. 07-21
Number of pages: 50 Posted: 30 Apr 2007
Brett McDonnell
University of Minnesota Law School
Downloads 266 (240,039)
Citation 1

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default rules, altering rules, corporate governance, contractarian, enabling statutes

32.

The Economists' New Arguments

Number of pages: 33 Posted: 24 Feb 2003
Brett McDonnell
University of Minnesota Law School
Downloads 264 (241,858)
Citation 1

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Fairness, welfare, utilitarianism, Pareto efficiency

33.

Comments on the HHS' Flawed Post-Hobby Lobby Rules

UCLA School of Law Research Paper No. 14-18, Hofstra Univ. Legal Studies Research Paper No. 2014-23
Number of pages: 12 Posted: 22 Oct 2014 Last Revised: 18 Dec 2014
Washington and Lee University - School of Law, Washington and Lee University - School of Law, University of California, Los Angeles (UCLA) - School of Law, Hofstra University - Maurice A. Deane School of Law, University of Minnesota Law School, William & Mary Law School and William & Mary Law School
Downloads 262 (243,768)

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corporate law, corporate governance, law, religion

34.

Lessons from the Rise and (Possible) Fall of Chinese Township-Village Enterprises

Number of pages: 62 Posted: 23 Sep 2003
Brett McDonnell
University of Minnesota Law School
Downloads 261 (244,745)
Citation 1

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Township-village enterprises, property rights, economic development, institutional theory, theory of the firm

35.

Trademarks and the Boundaries of the Firm

UC Irvine School of Law Research Paper No. 2009-28, Minnesota Legal Studies Research Paper No. 09-34
Number of pages: 50 Posted: 26 Aug 2009
Dan L. Burk and Brett McDonnell
University of California, Irvine School of Law and University of Minnesota Law School
Downloads 239 (267,091)
Citation 1

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trademark, intellectual property, reputation, Coase, theory of the firm, franchise

36.

The Liberal Case for Hobby Lobby

Arizona Law Review, Vol. 57, 2015, Minnesota Legal Studies Research Paper No. 14-39
Number of pages: 47 Posted: 23 Oct 2014 Last Revised: 01 Oct 2015
Brett McDonnell
University of Minnesota Law School
Downloads 227 (280,772)
Citation 1

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Hobby Lobby, corporate purpose, corporate social responsibility, free exercise, Religious Freedom Restoration Act

37.

Don't Panic! Defending Cowardly Interventions During and after a Financial Crisis

Minnesota Legal Studies Research Paper No. 11-09
Number of pages: 58 Posted: 02 Feb 2011
Brett McDonnell
University of Minnesota Law School
Downloads 204 (310,745)

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Dodd-Frank Act, Hayek, Oakeshott, Keynes, Financial Regulation, Financial Crisis, Shadow Banking

38.

The Ambiguous Virtues of Federalism in Corporate Law

Number of pages: 64 Posted: 21 Jul 2003
Brett McDonnell
University of Minnesota Law School
Downloads 203 (312,170)

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Corporate law, federalism, network effects, state competition

39.

Bylaw Reforms for Delaware's Corporation Law

Deleware Journal of Corporate Law (DJCL), Vol. 33, No. 3, 2008, Minnesota Legal Studies Research Paper No. 08-24
Number of pages: 23 Posted: 10 Aug 2008
Brett McDonnell
University of Minnesota Law School
Downloads 202 (313,571)

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Delaware, Journal, Corporate, Law, bylaws, corporate governance, shareholder, CA, Inc. v. AFSCME Employees Pension Plan, 109(b), 141(a), 157(a), 109, poison pills

40.

Setting Optimal Rules for Shareholder Proxy Access

Arizona State Law Journal, Forthcoming, Minnesota Legal Studies Research Paper No. 10-03
Number of pages: 78 Posted: 18 Jan 2010 Last Revised: 06 Sep 2010
Brett McDonnell
University of Minnesota Law School
Downloads 195 (323,917)
Citation 2

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shareholder bylaws, proxy access, default rules, altering rules

41.

Benefit Corporations and Public Markets: First Experiments and Next Steps

40 Seattle University Law Review 717 (2017)
Number of pages: 26 Posted: 05 May 2017
Brett McDonnell
University of Minnesota Law School
Downloads 187 (336,600)
Citation 1

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Benefit corporation, public markets, corporate law, social enterprise

42.

Three Legislative Paths to Social Enterprise: L3Cs, Benefit Corporations, and Second Generation Cooperatives

Cambridge Handbook on Social Enterprise, Forthcoming
Number of pages: 19 Posted: 05 May 2017
Brett McDonnell
University of Minnesota Law School
Downloads 184 (341,670)

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L3C, benefit corporation, cooperative, social enterprise

43.

Getting Stuck between Bottom and Top: State Competition for Corporate Charters in the Presence of Network Effects

Number of pages: 74 Posted: 29 Oct 2002
Brett McDonnell
University of Minnesota Law School
Downloads 184 (341,670)
Citation 1

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Delaware, state competition, corporate charters, network effects, lock-in, race to the bottom, path dependence

44.

Of Mises and Min(Sky): Libertarian and Liberal Responses to Financial Crises Past and Present

Seattle University Law Review, Vol. 34, 2011, Minnesota Legal Studies Research Paper No. 11-27
Number of pages: 39 Posted: 27 Jun 2011
Brett McDonnell
University of Minnesota Law School
Downloads 181 (346,814)

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Dodd-Frank Act, Hayek, Oakeshott, Keynes, financial regulation, financial crisis, shadow banking, Mises, Minsky, Austrian business cycle theory

45.

Benefit Corporations and Strategic Action Fields or (the Existential Failing of Delaware)

Seattle University Law Review, Vol. 39, January 2016 (Forthcoming), Minnesota Legal Studies Research Paper No. 15-29
Number of pages: 36 Posted: 18 Sep 2015
Brett McDonnell
University of Minnesota Law School
Downloads 174 (359,059)

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benefit corporations, strategic action fields, nonprofit corporations

46.

Sanitizing Interested Transactions

Delaware Journal of Corporate Law (DJCL), Vol. 36, No. 3, 2011, Minnesota Legal Studies Research Paper No. 12-25
Number of pages: 37 Posted: 02 May 2012 Last Revised: 25 Jun 2012
Claire A. Hill and Brett McDonnell
University of Minnesota Law School and University of Minnesota Law School
Downloads 172 (362,696)
Citation 1

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Delaware, Journal, Corporate, Law, Transactions, Interested, Directors, Shareholder

47.

Two Cheers for Corporate Law Federalism

Number of pages: 45 Posted: 02 Feb 2005
Brett McDonnell
University of Minnesota Law School
Downloads 168 (370,301)

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corporate law, federalism, race to the bottom

48.

Recent Skirmishes in the Battle Over Corporate Voting and Governance

Minnesota Legal Studies Research Paper No. 07-04
Number of pages: 18 Posted: 31 Jan 2007
Brett McDonnell
University of Minnesota Law School
Downloads 152 (403,213)

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Sarbanes Oxley, corporate governance, federalism, proxy voting, securities law, corporate law

49.

Dampening Financial Regulatory Cycles

Minnesota Legal Studies Research Paper No. 13-09
Number of pages: 45 Posted: 14 Feb 2013
Brett McDonnell
University of Minnesota Law School
Downloads 145 (418,867)
Citation 5

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financial regulation, regulatory cycles, banking regulation, securities regulation, financial crises

50.

Energy Re-Investment

Indiana Law Journal, Vol. 94, No. 365, 2019, Penn State Law Research Paper No. 09-2019, U of Melbourne Legal Studies Research Paper No. 833
Number of pages: 58 Posted: 01 Jul 2019 Last Revised: 23 Aug 2019
Northwestern Pritzker School of Law, University of Melbourne - Law School, University of Minnesota Law School and Monash University - Department of Business Law & Taxation
Downloads 144 (421,174)

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energy law, divestment, corporate law, reinvestment, climate change, corporate disclosure, shareholder proposals, fiduciary duties, social enterprise, public benefit corporations, entrepreneurship

51.

From Duty and Disclosure to Power and Participation in Social Enterprise

Alabama Law Review, Forthcoming
Number of pages: 62 Posted: 08 Aug 2018
Brett McDonnell
University of Minnesota Law School
Downloads 144 (421,174)
Citation 2

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social enterprise, fiduciary duty, disclosure corporate governance, shareholders, stakeholders

52.

Purpose in Business Association Statutes: Much Ado About Something (But Not Much)

Research Handbook on Corporate Purpose and Personhood (Elizabeth Pollman & Robert B. Thompson, eds., Edward Elgar Publishing, forthcoming 2021)
Number of pages: 17 Posted: 13 Apr 2021
Brett McDonnell
University of Minnesota Law School
Downloads 114 (505,351)

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corporate purpose, social enterprise, corporate social responsibility

53.

Doctor Leo and Justice Strine

University of Pennsylvania Journal of Business Law, Forthcoming, Minnesota Legal Studies Research Paper No. 22-05
Number of pages: 24 Posted: 27 Apr 2022 Last Revised: 27 Sep 2022
Brett McDonnell
University of Minnesota Law School
Downloads 113 (508,621)

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Strine, shareholder primacy, corporate governance, stakeholder governance, employees

54.

From Mandates to Governance: Restructuring the Employment Relationship

Maryland Law Review (Forthcoming 2021), Saint Louis U. Legal Studies Research Paper No. 2021-15
Number of pages: 63 Posted: 13 Apr 2021 Last Revised: 29 Aug 2022
Brett McDonnell and Matthew T. Bodie
University of Minnesota Law School and University of Minnesota Law School
Downloads 111 (515,405)

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employment law, corporate governance, labor law, employment representation

55.

Ancillary Patent Markets and the Firm

Queen Mary Journal of Intellectual Property, Vol. 4 (2014), Minnesota Legal Studies Research Paper No. 14-15, UC Irvine School of Law Research Paper No. 2014-30
Number of pages: 22 Posted: 25 Feb 2014 Last Revised: 23 Apr 2014
Dan L. Burk and Brett McDonnell
University of California, Irvine School of Law and University of Minnesota Law School
Downloads 103 (544,367)

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patent, intellectual property, contributory infringement, transaction cost analysis, theory of the firm, indirect infringement

56.

Designing Countercyclical Capital Buffers

18 North Carolina Banking Institute Journal 123 (2013), Minnesota Legal Studies Research Paper No. 14-16
Number of pages: 18 Posted: 14 Mar 2014
Brett McDonnell
University of Minnesota Law School
Downloads 102 (551,968)

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countercylical, capital requirements, countercyclical capital buffer

57.

Bad Agent, Good Citizen?

88 Fordham Law Review 1631, 2020
Number of pages: 18 Posted: 02 Jun 2020
Claire A. Hill, Brett McDonnell and Aaron Stenz
University of Minnesota Law School, University of Minnesota Law School and University of Minnesota Law School
Downloads 86 (611,213)

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Agency, Professional Responsibility, Legal Ethics, Principal/Agent, Corporate Social Responsibility

58.

Teaching Unincorporated Business Associations Through a Simulated Start-Up

St. Louis University Law Journal, Vol. 59, 2015, Minnesota Legal Studies Research Paper No. 15-30
Number of pages: 13 Posted: 21 Sep 2015
Brett McDonnell
University of Minnesota Law School
Downloads 70 (685,449)

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limited liability companies, teaching simulations, business associations

59.

Between Sin and Redemption: Duty, Purpose, and Regulation in Religious Corporations

74 Washington and Lee Law Review, Forthcoming
Number of pages: 47 Posted: 05 May 2017
Brett McDonnell
University of Minnesota Law School
Downloads 50 (807,123)

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religious corporations, corporate duty, corporate purpose, contractarianism, communitarianism, pluralism, Hobby Lobby

60.

Freedom of Speech and Appellate and Summary Judgment Review in Copyright Cases

Yale Law Journal, Vol. 107, No. 5 (1998)
Posted: 08 Dec 1997
Eugene Volokh and Brett McDonnell
University of California, Los Angeles (UCLA) - School of Law and University of Minnesota Law School

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