Professor of Law and Rouse Chairholder, Antonin Scalia Law School, George Mason University
Professor Miller holds an Allison and Dorothy Rouse Chair in Law at the Antonin Scalia Law School. An elected member of the American Law Institute and a research member of the European Corporate Governance Institute, Professor Miller is also a Fellow and the Co-Director of the Program on Organizations, Business and Markets at the Classical Liberal Institute at the New York University Law School, an Adjunct Fellow at the Manhattan Institute, and an Affiliated Scholar at the James Wilson Institute on Natural Rights and the American Founding. Prior to joining George Mason University in 2025, Professor Miller was the F. Arnold Daum Chair in Corporate Finance and Law and a Professor of Law at the University of Iowa College of Law, where he had also served as the Associate Dean for Faculty Development.
Professor Miller’s research concerns corporate and securities law, the economic analysis of law, and the philosophy of law. He is particularly interested in applying economic concepts and methods to understand provisions in contracts between sophisticated commercial parties. He has written on material adverse effect clauses under Delaware law, the fiduciary duties of corporate directors, director oversight liability, the history and development of Delaware corporate law, and much more. His articles and working papers are available on his SSRN page.
Professor Miller has been cited by federal and state courts in the United States, including the Delaware Supreme Court and the Delaware Court of Chancery, as well as by the Commercial Court of the United Kingdom and the Ontario Superior Court of Justice (Commercial List) in Canada. Additionally, he is a member of the Committee on Mergers, Acquisitions & Corporate Control Contests and a former chair of the Corporation Law Committee of the New York City Bar Association.
Earlier in his career, Professor Miller was a Professor of Law at the Villanova University School of Law and the Associate Director of the Matthew J. Ryan Center for the Study of Free Institutions and the Public Good at Villanova University. He has been a Visiting Professor of Law at the University of Pennsylvania Law School, a Visiting Assistant Professor of Law at the Cardozo Law School, and an Olin Fellow in Law and Economics at the Columbia Law School.
Before entering academia, Professor Miller was an associate with Wachtell, Lipton, Rosen & Katz. He earned his J.D. from the Yale Law School where he was a Senior Editor of the Yale Law Journal and an Olin Fellow in Law, Economics and Public Policy. He earned his M.A. and M.Phil. degrees in philosophy from Columbia University, where he held a Mellon Fellowship in the Humanities from the Woodrow Wilson National Fellowship Foundation and a Western Civilization Fellowship from the Intercollegiate Studies Institute. He earned his B.A. in philosophy and mathematics from Columbia College.
Former Chief Justice, Delaware Supreme Court; Of Counsel, Potter Anderson
Myron T. Steele is of counsel in the firm's Corporate Litigation Group. He is the former Chief Justice of the Supreme Court of Delaware.
Previously, he served as a Judge of the Superior Court and a Vice Chancellor of the Delaware Court of Chancery after eighteen years in private litigation practice. He has presided over major corporate litigation and LLC and limited partner governance disputes, and writes frequently on issues of corporate document interpretation and corporate governance.
Chief Justice Steele has published over 400 opinions resolving disputes among members of limited liability companies, and limited partnerships, and between shareholders and management of both publicly traded and close corporations. He speaks and writes frequently on issues of corporate document interpretation and corporate governance. His thesis for the LL.M. degree, Judicial Scrutiny of Fiduciary Duties in Delaware Limited Partnerships and Limited Liability Companies, focused on the application of common law fiduciary duties within the contractual framework of alternative business organizations. It was published in the Delaware Journal of Corporate Law (32 Del. J. Corp. L. 1 (2007)). The November 2005 issue of The Business Lawyer included an article he co-authored with Sean J. Griffith entitled On Corporate Law Federalism: Threatening the Thaumatrope (61 Bus. Law. 1 (2005)). He co-authored an article with J.W. Verret entitled Delaware’s Guidance: Ensuring Equity for the Modern Witenagemot published in the Fall 2007 issue of the Virginia Law & Business Review (2 Va. L. & Bus. Rev. 188 (2007)). That article formed the basis for a keynote speech to the Business Law Section at the 2007 ABA Annual Meeting.
For the last ten years he served as judicial advisor to the Mergers and Acquisitions Committee of the ABA Business Law Section. He also co-authored an article entitled “Freedom of Contract and Default Contractual Duties in Delaware Limited Partnerships and Limited Liability Companies” (46 Am. Bus. L.J. 221 (Summer 2009)) and an essay entitled “The Moral Underpinning of Delaware’s Modern Corporate Fiduciary Duties” (26 Notre Dame J.L. Ethics & Pub. Pol’y 3 (2012)).
Chief Justice Steele served as Adjunct Professor of Law at University of Pennsylvania Law School from 2009–2013; University of Virginia Law School 2010–2017; and Pepperdine University Law School 2010–2014.
Professor of Law and Rouse Chairholder, Antonin Scalia Law School, George Mason University
Professor Miller holds an Allison and Dorothy Rouse Chair in Law at the Antonin Scalia Law School. An elected member of the American Law Institute and a research member of the European Corporate Governance Institute, Professor Miller is also a Fellow and the Co-Director of the Program on Organizations, Business and Markets at the Classical Liberal Institute at the New York University Law School, an Adjunct Fellow at the Manhattan Institute, and an Affiliated Scholar at the James Wilson Institute on Natural Rights and the American Founding. Prior to joining George Mason University in 2025, Professor Miller was the F. Arnold Daum Chair in Corporate Finance and Law and a Professor of Law at the University of Iowa College of Law, where he had also served as the Associate Dean for Faculty Development.
Professor Miller’s research concerns corporate and securities law, the economic analysis of law, and the philosophy of law. He is particularly interested in applying economic concepts and methods to understand provisions in contracts between sophisticated commercial parties. He has written on material adverse effect clauses under Delaware law, the fiduciary duties of corporate directors, director oversight liability, the history and development of Delaware corporate law, and much more. His articles and working papers are available on his SSRN page.
Professor Miller has been cited by federal and state courts in the United States, including the Delaware Supreme Court and the Delaware Court of Chancery, as well as by the Commercial Court of the United Kingdom and the Ontario Superior Court of Justice (Commercial List) in Canada. Additionally, he is a member of the Committee on Mergers, Acquisitions & Corporate Control Contests and a former chair of the Corporation Law Committee of the New York City Bar Association.
Earlier in his career, Professor Miller was a Professor of Law at the Villanova University School of Law and the Associate Director of the Matthew J. Ryan Center for the Study of Free Institutions and the Public Good at Villanova University. He has been a Visiting Professor of Law at the University of Pennsylvania Law School, a Visiting Assistant Professor of Law at the Cardozo Law School, and an Olin Fellow in Law and Economics at the Columbia Law School.
Before entering academia, Professor Miller was an associate with Wachtell, Lipton, Rosen & Katz. He earned his J.D. from the Yale Law School where he was a Senior Editor of the Yale Law Journal and an Olin Fellow in Law, Economics and Public Policy. He earned his M.A. and M.Phil. degrees in philosophy from Columbia University, where he held a Mellon Fellowship in the Humanities from the Woodrow Wilson National Fellowship Foundation and a Western Civilization Fellowship from the Intercollegiate Studies Institute. He earned his B.A. in philosophy and mathematics from Columbia College.
Former Chief Justice, Delaware Supreme Court; Of Counsel, Potter Anderson
Myron T. Steele is of counsel in the firm's Corporate Litigation Group. He is the former Chief Justice of the Supreme Court of Delaware.
Previously, he served as a Judge of the Superior Court and a Vice Chancellor of the Delaware Court of Chancery after eighteen years in private litigation practice. He has presided over major corporate litigation and LLC and limited partner governance disputes, and writes frequently on issues of corporate document interpretation and corporate governance.
Chief Justice Steele has published over 400 opinions resolving disputes among members of limited liability companies, and limited partnerships, and between shareholders and management of both publicly traded and close corporations. He speaks and writes frequently on issues of corporate document interpretation and corporate governance. His thesis for the LL.M. degree, Judicial Scrutiny of Fiduciary Duties in Delaware Limited Partnerships and Limited Liability Companies, focused on the application of common law fiduciary duties within the contractual framework of alternative business organizations. It was published in the Delaware Journal of Corporate Law (32 Del. J. Corp. L. 1 (2007)). The November 2005 issue of The Business Lawyer included an article he co-authored with Sean J. Griffith entitled On Corporate Law Federalism: Threatening the Thaumatrope (61 Bus. Law. 1 (2005)). He co-authored an article with J.W. Verret entitled Delaware’s Guidance: Ensuring Equity for the Modern Witenagemot published in the Fall 2007 issue of the Virginia Law & Business Review (2 Va. L. & Bus. Rev. 188 (2007)). That article formed the basis for a keynote speech to the Business Law Section at the 2007 ABA Annual Meeting.
For the last ten years he served as judicial advisor to the Mergers and Acquisitions Committee of the ABA Business Law Section. He also co-authored an article entitled “Freedom of Contract and Default Contractual Duties in Delaware Limited Partnerships and Limited Liability Companies” (46 Am. Bus. L.J. 221 (Summer 2009)) and an essay entitled “The Moral Underpinning of Delaware’s Modern Corporate Fiduciary Duties” (26 Notre Dame J.L. Ethics & Pub. Pol’y 3 (2012)).
Chief Justice Steele served as Adjunct Professor of Law at University of Pennsylvania Law School from 2009–2013; University of Virginia Law School 2010–2017; and Pepperdine University Law School 2010–2014.
Executive Director & Secretary, American Civil Rights Project
Dan Morenoff is the executive director at the American Civil Rights Project and an adjunct fellow at the Manhattan Institute.
His work focuses on protecting and, where necessary, restoring the primacy of all Americans' shared civil rights against the identitarian alternative.
Before practicing law, Morenoff served on the legislative staff of Sen. Phil Gramm (R-TX). Morenoff holds a B.A. from Columbia College of Columbia University in the City of New York and a J.D. from the University of Chicago Law School. He has also served as an officer or director of several community organizations in Dallas, Texas.
Nusbaum Professor of Law and Business, New York University School of Law
Professor William Allen moved to New York University School of Law in 1997, following twelve years as Chancellor of the Court of Chancery of the State of Delaware, widely considered the leading trial court in the US for questions of business and corporation law. At the NYU, Allen is the Nusbaum Professor of Law & Business and serves on both the Law School faculty and as Clinical Professor of Business in the Finance Department of the Stern School of Business. At NYU he founded the Pollack Center for Law & Business to serve as a bridge between the students and faculty of the Law School and the Stern School of Business. See www.stern.nyu.edu/clb.
The author of various articles on corporate law and corporate governance, Allen teaches Corporation Law, Corporate Governance, Law and Business of Corporate Transactions, and Mergers and Acquisitions at both the Law School and Stern. He organizes a seminar series on Law & Finance at the Stern School in the Spring. Through the Pollack Center for Law & Business Allen originated the Advanged Professional Certificate in Law & Business, a summer program to enable law students to get graduate level training in business; organizes a speaker series in which senior business and legal professionals come to campus, and, jointly with the University of Pennsylvania organizes an annual academic conference on topics in Law & Finance.
Allen also has an academic and professional interest in international commercial arbitration. He serves as counsel to the New York law firm of Wachtell, Lipton, Rosen & Katz, with whom he consults concerning questions of corporate law and governance.
Retired Edgar S. Woolard, Jr. Chair in Corporate Governance, University of Delaware
Professor Elson is the Edgar S. Woolard, Jr., Chair in Corporate Governance and the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. He is also "Of Counsel" to the law firm of Holland & Knight. He formerly served as a Professor of Law at Stetson University College of Law in St. Petersburg, Florida from 1990 until 2001. His fields of expertise include corporations, securities regulation and corporate governance. He is a graduate of Harvard College and the University of Virginia Law School, and has served as a law clerk to Judges J. Harvie Wilkinson III and Elbert P. Tuttle of the United States Court of Appeals for the Fourth and Eleventh Circuits. He has been a Visiting Professor at the University of Illinois College of Law, the Cornell Law School, and the University of Maryland School of Law, and is a Salvatori Fellow at the Heritage Foundation in Washington, D.C. and a member of the American Law Institute. Professor Elson has written extensively on the subject of boards of directors. He is a frequent contributor on corporate governance issues to various scholarly and popular publications. He served on the National Association of Corporate Directors' Commissions on Director Compensation, Director Professionalism, CEO Succession, Audit Committees, Strategic Planning and Director Evaluation, was a member of its Best Practices Council on Coping With Fraud and Other Illegal Activity, and presently serves on that organization’s Advisory Council. He is Vice Chairman of the ABA Business Law Section’s Committee on Corporate Governance and a member of its Committee on Corporate Laws. Additionally, Professor Elson served as an adviser and consultant to Towers Perrin, the international human resource management consultants, a director of Circon Corporation, a medical products maker; Sunbeam Corporation, the consumer products manufacturer; Nuevo Energy Company, an independent oil and natural gas producer, the Investor Responsibility Research Center, a non-profit corporate governance research organization, Alderwoods Group, an international death care services provider and is presently, a member of the Board of Directors of AutoZone, Inc., the national automobile parts retailer, HealthSouth Corporation, a healthcare services provider.
Professor of Law and Rouse Chairholder, Antonin Scalia Law School, George Mason University
Professor Miller holds an Allison and Dorothy Rouse Chair in Law at the Antonin Scalia Law School. An elected member of the American Law Institute and a research member of the European Corporate Governance Institute, Professor Miller is also a Fellow and the Co-Director of the Program on Organizations, Business and Markets at the Classical Liberal Institute at the New York University Law School, an Adjunct Fellow at the Manhattan Institute, and an Affiliated Scholar at the James Wilson Institute on Natural Rights and the American Founding. Prior to joining George Mason University in 2025, Professor Miller was the F. Arnold Daum Chair in Corporate Finance and Law and a Professor of Law at the University of Iowa College of Law, where he had also served as the Associate Dean for Faculty Development.
Professor Miller’s research concerns corporate and securities law, the economic analysis of law, and the philosophy of law. He is particularly interested in applying economic concepts and methods to understand provisions in contracts between sophisticated commercial parties. He has written on material adverse effect clauses under Delaware law, the fiduciary duties of corporate directors, director oversight liability, the history and development of Delaware corporate law, and much more. His articles and working papers are available on his SSRN page.
Professor Miller has been cited by federal and state courts in the United States, including the Delaware Supreme Court and the Delaware Court of Chancery, as well as by the Commercial Court of the United Kingdom and the Ontario Superior Court of Justice (Commercial List) in Canada. Additionally, he is a member of the Committee on Mergers, Acquisitions & Corporate Control Contests and a former chair of the Corporation Law Committee of the New York City Bar Association.
Earlier in his career, Professor Miller was a Professor of Law at the Villanova University School of Law and the Associate Director of the Matthew J. Ryan Center for the Study of Free Institutions and the Public Good at Villanova University. He has been a Visiting Professor of Law at the University of Pennsylvania Law School, a Visiting Assistant Professor of Law at the Cardozo Law School, and an Olin Fellow in Law and Economics at the Columbia Law School.
Before entering academia, Professor Miller was an associate with Wachtell, Lipton, Rosen & Katz. He earned his J.D. from the Yale Law School where he was a Senior Editor of the Yale Law Journal and an Olin Fellow in Law, Economics and Public Policy. He earned his M.A. and M.Phil. degrees in philosophy from Columbia University, where he held a Mellon Fellowship in the Humanities from the Woodrow Wilson National Fellowship Foundation and a Western Civilization Fellowship from the Intercollegiate Studies Institute. He earned his B.A. in philosophy and mathematics from Columbia College.
Former Chief Justice, Delaware Supreme Court; Of Counsel, Potter Anderson
Myron T. Steele is of counsel in the firm's Corporate Litigation Group. He is the former Chief Justice of the Supreme Court of Delaware.
Previously, he served as a Judge of the Superior Court and a Vice Chancellor of the Delaware Court of Chancery after eighteen years in private litigation practice. He has presided over major corporate litigation and LLC and limited partner governance disputes, and writes frequently on issues of corporate document interpretation and corporate governance.
Chief Justice Steele has published over 400 opinions resolving disputes among members of limited liability companies, and limited partnerships, and between shareholders and management of both publicly traded and close corporations. He speaks and writes frequently on issues of corporate document interpretation and corporate governance. His thesis for the LL.M. degree, Judicial Scrutiny of Fiduciary Duties in Delaware Limited Partnerships and Limited Liability Companies, focused on the application of common law fiduciary duties within the contractual framework of alternative business organizations. It was published in the Delaware Journal of Corporate Law (32 Del. J. Corp. L. 1 (2007)). The November 2005 issue of The Business Lawyer included an article he co-authored with Sean J. Griffith entitled On Corporate Law Federalism: Threatening the Thaumatrope (61 Bus. Law. 1 (2005)). He co-authored an article with J.W. Verret entitled Delaware’s Guidance: Ensuring Equity for the Modern Witenagemot published in the Fall 2007 issue of the Virginia Law & Business Review (2 Va. L. & Bus. Rev. 188 (2007)). That article formed the basis for a keynote speech to the Business Law Section at the 2007 ABA Annual Meeting.
For the last ten years he served as judicial advisor to the Mergers and Acquisitions Committee of the ABA Business Law Section. He also co-authored an article entitled “Freedom of Contract and Default Contractual Duties in Delaware Limited Partnerships and Limited Liability Companies” (46 Am. Bus. L.J. 221 (Summer 2009)) and an essay entitled “The Moral Underpinning of Delaware’s Modern Corporate Fiduciary Duties” (26 Notre Dame J.L. Ethics & Pub. Pol’y 3 (2012)).
Chief Justice Steele served as Adjunct Professor of Law at University of Pennsylvania Law School from 2009–2013; University of Virginia Law School 2010–2017; and Pepperdine University Law School 2010–2014.
Litigation Update: In re Tesla, Inc. Derivative Litigation
Robert T. Miller, Myron T. Steele
In 2018, Tesla’s board of directors proposed, and its stockholders approved by a wide margin,...
Litigation Update: In re Tesla, Inc. Derivative Litigation
Robert T. Miller, Myron T. Steele
In 2018, Tesla’s board of directors proposed, and its stockholders approved by a wide margin,...
Litigation Update: In re Tesla, Inc. Derivative Litigation
Racially Discriminatory Corporate Policies: Who's Liable?
Dan Morenoff
Laws banning discrimination have been on the books across America for more than a century...
Del Monte and El Paso: Going to Revlon-Land With a Conflicted Financial Advisor
Note from the Editor: This article examines two recent cases in the Delaware Court of...
Delaware Chancery Court Addresses E-Discovery
Shauna Peterson
The Delaware Court of Chancery issued four decisions in late May and early June clarifying...
Mercier v. Inter-Tel and the Reformulation of the Blasius Standard
Andrew Carriker
On August 14, 2007, the Delaware Court of Chancery decided Mercier v. Inter-Tel, Inc.1 One...
Corporate Responsiblity, Business Ethics, and Professional Responsiblity
Edward Labaton, Frank Newman, Anthony J. Horan, William T. Allen, Charles Elson
Following are excerpts from a panel discussion on corporate governance from the Fourth Annual Conference on...
Taking Stock of Shareholders' Rights
Joel Friedlander
In several contests for corporate control during the last year, several courts ruling in favor...