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About the Authors

D. Gordon Smith

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J.D., The University of Chicago Law School
B.S., Brigham Young University

Prior to joining the law faculty at Brigham Young University, Professor Smith taught for five years at the University of Wisconsin Law School, where he also served as Associate Director of the Initiative for Studies in Technology Entrepreneurship (INSITE), and for six years at Lewis & Clark Law School. He has been a visiting professor at Vanderbilt University Law School, Arizona State University College of Law, and Washington University School of Law, and he has taught courses at universities in China, Germany, Australia, Finland, and France. Professor Smith is a member of the American Law Institute, and he has served as Chair of the Section on Business Associations of the Association of American Law Schools.

After graduating from law school and before entering academe, Professor Smith clerked for Judge W. Eugene Davis in the United States Court of Appeals for the Fifth Circuit and was an associate in the Delaware office of the international law firm Skadden, Arps, Slate, Meagher & Flom, where he specialized in corporate and securities transactions. Professor Smith maintains a connection to the practice of law through occasional consulting, usually in litigation that lies at the intersection of corporate law and entrepreneurial finance.

Professor Smith's research focuses on corporate and securities law, with particular emphases on Delaware corporate law and entrepreneurial finance. His work has appeared in many top law reviews, including The Dystopian Potential of Corporate Law, 56 Emory L. J. 985 (2008); The Exit Structure of Venture Capital, 53 UCLA L. Rev. 315 (2005); The Critical Resource Theory of Fiduciary Duty, 55 Vand. L. Rev. 1399 (2002); and Toward a New Theory of the Shareholder Role: "Sacred Space" in Corporate Transactions, 80 Texas L. Rev. 261 (2001). His working papers can be downloaded at the Social Science Research Network.


Cynthia Williams

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B.A., University of California at Berkeley
J.D., New York University

Professor Williams is the inaugural Osler Chair in Business Law at Osgoode Hall Law School, York University, Toronto and a member of the faculty of the University of Illinois College of Law. She graduated cum laude from New York University School of Law where she was an articles editor of the New York University Law Review, a Root-Tilden Public Interest Scholar, and a member of Order of the Coif. While at NYU, she also earned several American Jurisprudence Awards.  After graduation, Professor Williams clerked for Judge Milton L. Schwartz, Jr. of the United States District Court for the Eastern District of California. She then joined the New York office of Cravath, Swaine & Moore as a litigation associate, where she primarily handled cases involving securities, mergers and acquisitions, and antitrust issues, and a number of civil rights and constitutional law cases for the Lawyers’ Committee for Civil Rights, including litigation in the United States Supreme Court. 

Professor Williams writes in the areas of securities law and corporate law, with a particular emphasis on the corporate social relationship. Her Harvard Law Review article, "The Securities and Exchange Commission and Corporate Social Transparency", was the lead article reprinted in the Securities Law Review 2000, and was recognized by Corporate Practice Commentator as one of the 10 best corporate or securities articles published in 1999.  Professor Williams' recent work examining the corporate social responsibility trend in global business is based on a number of interdisciplinary collaborations, involving anthropology (with Prof. John Conley), business (with Prof. Ruth Aguilera), organizational psychology (with Prof. Deborah Rupp) and law. These collaborations have led to publications in the Academy of Management Review; the Corporate Governance International Review; the Georgetown Law Review; the Journal of Corporation Law; the Journal of Organizational Behavior; Oxford University Press and the international law journals at Cornell University and New York University.  

Prof. Williams does research in comparative corporate governance as well, and with Prof. John Conley argues for a re-examination of the theory of the "Anglo-American corporate system," suggesting instead that the UK and the US have distinct corporate governance systems that are becoming increasingly different in light of the greater importance given to long-term social and environmental issues among institutional investors in the UK versus the US. See Williams & Conley, An Emerging Third Way? The Erosion of the Anglo-American Shareholder Value Construct, 38 Cornell Int’l L. J. 493 (2005)