Corporate and Commercial Law Program

Faculty Scholarship


Data Collection, the SEC, and Regulation D: A Comment on Securities Act Release No. 9416, comment letter to the Securities and Exchange Commission (October 28, 2013).

Financial Institutions, the Market, and the Continuing Problem of Executive Compensation, Financial Institutions, the Market, and the Continuing Problem of Executive Compensation, Americans for Financial Reform and the Roosevelt Institute, Nov. 12, 2013.

Essay: Law Faculty Blogs and Disruptive Innovation, 2 Journal of Law (1. J. Legal Metrics) 525 (2013).

Introduction: The JOBS Act, Denver University Law Review Online (April 2013).

Administrative Law: A Casebook, co-authored with Roberto Corrada and Bernard Schwartz, 8th edition, Wolters Kluwer (2013).

Essay: The Politicization of Corporate Governance: Bureaucratic Discretion, the SEC, and Shareholder Ratification of Auditors, to be published by the Harvard Business Law Review (2012).

Corporate Governance: Cases and Materials, book chapter, Lexis-Nexis (2012).

Opting Only In: Nexus of Contracts and Waiver of Liability Provisions, co-authored with Gopalan, 42 Indiana L. Rev. 285 (2009).

Returning Fairness to Executive Compensation, North Dakota Law Review, Vol. 84 (2009).

The SEC, Corporate Governance, and Shareholder Access to the Board Room, 2008 Utah L. Rev. 1339.

Disclosure, Corporate Governance, the Securities and Exchange Commission and the Limits of Disclosure, 57 Catholic Law Review 45 (Fall 2007).

Of Blogs, Law School Rankings, and Accessing the Blogosphere, U Denver Legal Studies Research Paper No. 07-33, posted July 28, 2007.

Disloyalty without Limits: “Independent” Directors and the Elimination of the Duty of Loyalty, 95 Ky L. Rev. 53 (2006-2007).

Criticizing the Critics: Sarbanes-Oxley and Quack Corporate Governance, 90 Marquette L. Rev. 309 (Winter 2006).

The Irrelevance of State Law in the Governance of Public Corporations, 38 University of Richmond Law Review 317 (January 2004), cited in Kramer v. Liberty Prop. Trust, 2009 Md. LEXIS 34 n. 13 (Md. Ct. App. March 23, 2009).

Speaking with Complete Candor: Shareholder Ratification and the Elimination of the Duty of Loyalty, 54 Hastings Law Review 641 (March 2003).

Corporate Governance Reform in the Former Soviet Union, co-authored with Shkurupiy, 7 Columbia Journal of Eastern European Affairs 629 (2000).

Neutral Assignment of Judges at the Court of Appeals, co-authored with Lee, 78 Texas L. Rev. 1037 (April 2000), cited as authority in Jenkins v. Bellsouth Corp., 2002 U.S. Dist. LEXIS 27582 (ND Ala. Sept. 13, 2002).

Judge Warren Jones and the Supreme Court of Dixie, co-authored with Lee and Shakely, 59 Louisiana State University Law Journal 209 (Fall 1998).

Culture, Chaos and Capitalism: Privatization in Kazakhstan, 19 Pa.J.Int'l Economic Law 909 (Winter 1998).

Of Banks, Brokers and the Case for Regulatory Intervention in the Russian Securities Markets, 32 Stanford International Law Journal 185 (1996).

Order from Disorder and the Development of the Russian Securities Markets, 15 U. Pa. J. Int'l Business Law 509 (Winter 1995).

The Great Fall: The Consequences of Repealing the Glass-Steagall Act, 2 Stanford J. of Law, Bus. & Finance 129 (Fall 1995).

Industrial Policy and the Dangers of Emulating Japan, 27 George Washington J. of Int'l Law and Economics 1 (1994).

The Japanese Administrative State and the Regulation of Advertisements by Investment Advisors, 12 UCLA Pacific Basin Law Review 237 (Spring 1994).

Japanese Banking Reform and the Occupation Legacy: Decompartmentalization, Deregulation, and Decentralization, 21 Denver J. Int'l Law 361 (1993).

The Duty of Candor, 2 J. Corp. Disc. & Conf. 341 (1991).

Mandatory Disclosure of Beneficial Ownership, 1 J. Corp. Disc. & Conf. 241 (1990).

Rationalizing The Disclosure Process: The Summary Annual Report, co-authored with Detore, 39 Case Western Law Review 39 (March 1989), reprinted in Securities Law Review (Clark Boardman; 1990).

Regulatory Intervention in the Market for Corporate Control, 23 U.C. (Davis) L. Rev. 1 (1989).

The Shareholder Communication Rules and the Securities & Exchange Commission: An Exercise in Regulatory Utility or Futility?, 13 J. of Corp. Law 683 (1988), cited in Delaware v. New York, 507 U.S. 490 (1993); Krim v., 402 F.3d 489 (5th Cir. March 1, 2005); Regulation of Securityholder Communications, Exchange Act Release No. 29315 (June 17, 1991).

Corporate Secrecy, the Federal Securities Laws, and the Disclosure of Ongoing Negotiations, 36 Cath. L. Rev. 93 (1987), cited favorably in Basic, Inc. v. Levinson, 485 U.S. 224 n.12 (1988).

Corporate Communications and the Federal Securities Laws, 53 George Wash. L. R. 741 (1985), cited in In re Intelligroup Secs. Litig., 2006 U.S. Dist. LEXIS 95735 (D. NJ Dec. 20, 2006); and in Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports, Exchange Act Release No. 45741, n. 24 (April 12, 2002); The Regulation of Securities Offerings, Securities Act Release No. 7606A (Nov. 13, 1998); Regulation of Takeovers and Security Holder Communications, Securities Act Release No. 7607 (Nov. 3, 1998).

Reassessing United States Policy in the Persian Gulf, Global Perspectives 47 (Spring 1984).

The Witness and Grand Jury Secrecy, 11 Amer. J. of Crim. Law 169 (1983), reprinted in Criminal Law Review (1984); cited in Butterworth v. Smith, 494 U.S. 624 (1990); McClatchy Newspapers v. Superior Court Of Fresno Cty, 44 Cal. 3d 1162; 751 P.2d 1329; 1988 Cal. LEXIS 85; 245 Cal. Rptr. 774; 15 Media L. Rep. 1529 (Cal. 1988).

Associate Professor

Contemporary Trusts and Estates - An Experiential Approach, co-authored with Gary, S., Cahn, N., Monopoli, P., New York, NY: Aspen Casebook Series, Wolters Kluwer Law & Business (2nd Ed., 2014).

Contemporary Trusts and Estates - An Experiential Approach, 58 Saint Louis University Law Journal 727 (2014).

Civil Tax Procedure, co-authored with Profs. Richardson and Johnson, Published in 2005 by Lexis-Nexis, 2d Ed. (2007).

Defending The IRC §6672 “Trust Fund Recovery Penalty,”, 8 J. of Tax Pract. & Proc. 21 (2006).

Effectively Representing Your Client Before the IRS (with completed forms and sample correspondence), a two-volume treatise in progress (publication anticipated in 1999 by American Bar Association) (Editor and Contributor), funded in part by the ABA Section of Taxation.

When The Irs Wants Your Client To Pay Trust Fund Taxes--Part I, 26-SEP Colo. Law. 117 Colorado Lawyer September, 1997 Specialty Law Column Steven R. Anderson.

When The IRS Wants Your Client To Pay Trust Fund Taxes--Part II, 26-OCT Colo. Law. 117 Colorado Lawyer October, 1997 Specialty Law Column Steven R. Anderson.

When the IRS Wants Your Client to Pay Trust Fund Taxes-Part III, 26-NOV Colo. Law. 105 Colorado Lawyer November, 1997 Specialty Law Column Steven R. Anderson.

Alice Through a Very Dark and Confusing Looking Glass: Getting Equity From the Tax Court in Innocent Spouse Cases, 30 Fam. L.Q. 123 Family Law Quarterly Spring, 1996 Special Tax Symposium.

Getting Equity from the Tax Court in Innocent Spouse Cases, 72 Tax Notes 1787 (1996).

Low-Income Taxpayers, 48 Tax Law. 1243 Tax Lawyer Summer, 1995 Important Developments During the Year William H. Lyons.

The Taxation of Affiliated Corporations (published in Summer, 1991 as a 100-page chapter in a 2-volume corporate tax treatise by Shepherds, McGraw-Hill).

Innocent Spouse Relief: A Call for Legislative and Judicial Liberalization, 40 Tax Lawyer 819 (1987).

The Barbados Decision, ABA Section of Taxation Newsletter, Winter, 1986.

The Evolving Due Diligence Requirement of the Service in Determining a Taxpayer's Last Known Address, 41 Tax. L. Rev. 111 (1985).

The New Tax Court Rules on Partnership Litigation, ABA Section of Taxation Newsletter, Summer, 1985.

The Rights and Obligations of a Partner When a Partnership is Audited, 1 J. P'ship Tax. 107 (1984).

I.R.C. Section 6901: Transferee Liability, 30 The Tax Lawyer 433 (1977), reprinted in M. GARBIS & S. STRUNTZ, CASES AND MATERIALS ON FEDERAL TAX PROCEDURE AND FRAUD (West Pub., 1981).

Comment, Godfrey v. State, Washington's Negligence Statute is Retrospective, 10 Gonz. L. Rev. 840 (1974).

Associate Professor of the Practice; Director, Corporate & Commercial Law Program

Corporate Compliance and Criminality: Does the Common Law Promote Culpable Blindness?, co-authored with Andrew Brandes, 50 Connecticut Law Review (forthcoming 2018).

Political Insider Trading, 85 Fordham Law Review 2717 (2017).

A New Discourse Theory of the Firm After Citizens United, 79 George Washington Law Review 102 (2010).

Building a “New Institutional” Approach to Corporate Speech, 59 Alabama Law Review 247 (2008) (lead article), reprinted in First Amendment Law Handbook 1051(Rodney M. Smolla ed. 2009).

Corporate Speech, Securities Regulation and an Institutional Approach to the First Amendment, 48 Willaim and Mary Law Review (2006), reprinted in First Amendment Law Handbook 601 (Rodney M. Smolla ed. 2008), quoted in Bulldog Investors v. Galvin, 23 Mass. L. Rptr. 413, available at 2007 WL 4647112, at *5 (Mass. Super. Ct. 2007).


Privacy Law in a Nutshell, co-authored with Stephen D. Rynerson and Erica Kitaev, 2nd edition (Thomson/West Publishing) (March 2014).

Chasing the Clouds without Getting Drenched: A Call for Fair Practices in Cloud Computing Services, co-authored with Melody Mosley Gates, Maury Nichols, and Ana Guitierrez, 16 Journal of Technology Law and Policy 193 (2011).

Bit-Wise But Privacy Foolish: Smarter E-Messaging Technologies Call for a Return to Core Privacy Principles, co-authored with Melody Mosley Gates and Michael Smith, 20 Albany Law Journal of Science and Technology 487 (2010).

Corporate Privacy Trend: The “Value” of Personally Identifiable Information (“PII”) Equals the “Value” of Financial Assets, 15 RICH. J.L. & TECH. 11 (2009) (co-author).

Privacy Law Nutshell, Thompson-West 2008.

Balance of Privacy vs. Security: A Historical Perspective of the USA PATRIOT Act, co-authored with Maury M. Nichols, Stephen D. Rynerson, Lance A. Maish, & Jon David Rogers, 31 Rutgers Computer & Tech. L.J. 285 Rutgers Computer and Technology Law Journal 2005.

An Analysis of the Use of Bilateral Agreements between Transnational Trading Groups: The U.S./EU E-Commerce Privacy Safe Harbor, co-authored with Stephen D. Rynerson & Britney D. Beall-Eder, 39 Tex. Int'l L.J. 171 Texas International Law Journal Winter 2004 Article.

International Take-Down Policy: A Proposal for the WTO and WIPO to Establish International Copyright Procedural Guidelines for Internet Service Providers, co-authored with Natalie A. Norman, 22 Hastings Comm. & Ent. L.J. 391 Hastings Communications and Entertainment Law Journal (COMM/ENT) Spring Summer 2000 Article.

Multinational Economic Netowrk Effects and the Need for an International Antitrust Response from the World Trade Organization: A Case Study in Broadcast - Media and News Corporation, co-authored with Eric K. Weingarten, 21 U. Pa. J. Int'l Econ. L. 41 University of Pennsylvania Journal of International Economic Law Spring 2000 Article.

Network Effects in Technology Markets: Applying the Lessons of Intel and Microsoft to Future Clashes between AntiTrust and Intellectual Property, co-authored with Kevin B. Davis, 8 J. Intell. Prop. L. 1 Journal of Intellectual Property Law Fall, 2000 Articles.

Sofware Patents: A U.S. and E.U. Comparison, co-authored with Kurt Leyendecker & Steven L. Webb, 8 U. Balt. Intell. Prop. L.J. 1 University of Baltimore Intellectual Property Law Journal Spring 2000 Article.

Encryption, Key Recovery, and Commercial Trade Secret Assets: A Proposed Legislative Model, co-authored with Charles P. Henderson, 25 Rutgers Computer & Tech. L.J. 97 Rutgers Computer and Technology Law Journal 1999 Article.

The Essential Facilities Doctrine in the Deregulated Telecommunications Industry, co-authored with David A. Forkner & Brian P. Jumps, 13 Berkeley Tech. L.J. 565 Berkeley Technology Law Journal Spring 1998 Article.

Transnational Extradition for Computer Crimes: Are New Treaties and Law Needed?, co-authored with T. Muther and H.Brissette, 34 Harvard J on Legislation 317 (1997).

Antitrust Pitfalls in Licensing, co-authored with Sharon K. Black & Alexander R. Smith, Practising Law Institute PLI Order No. G4-3968 June & July, 1996 Intellectual Property Antitrust 1996.

Computer Crime Investigation & Prosecution: Substantive Statutes & Technical and Legal Search Considerations, co-authored with E. Banker and A. Smith, Air Force L.R. (1996).

Computer Crime: Substantive Statutues & Technical & Legal Search Considerations, co-authored with Alexander R. Smith & Elizabeth A. Banker, 39 A.F. L. Rev. 225 Air Force Law Review 1996.

Computer Law: Cases - Comments and Questions, co-authored with Peter B. Maggs and James A. Sprowl, West Publishing (1991) (Including Teachers Manual) (1996 Supplement).

Computer Technology and the Law, McGraw Hill, Colorado Springs, Colorado (1983) (Annual Supplements through 1999). (1996).

Software Maintenance License Prohibitions in the EU and the US, 27 IIC 804 (No. 6 1996) (Max Planck Institute, Munich Germany).

The Internet and the Single Document Rule: Searching for the Four Corners of the Electronic Paper, co-authored with Alexander Neudeck, 78 J Pat & Trademark Office Society 751 (1996).

Legal Guide to Computer Crime: A Primer For Investigators and Lawyers, co-authored with E. Banker and A. Smith, Office of the Staff Judge Advocate, Air Force Office of Special Investigations, United States Air Force, 1995.

Minimizing Reverse Engineering: Sample Language for Dueal United States and European Union Software Licenses, co-authored with Sharon K. Black-Keefer & Alexander R. Smith, 24 Denv. J. Int'l L. & Pol'y 145 Denver Journal of International Law and Policy Fall, 1995.

Software Interoperability and Reverse Engineering, co-authored with Gus Winfield & Letty Friesen, 20 Rutgers Computer & Tech. L.J. 189 Rutgers Computer and Technology Law Journal 1994 Symposium: Current Issues of Software Copyrightability.

The Use of Quiet Title and Declaratory Judgment Proceedings in Computer Software Ownership Disputes, co-authored with James Shortall, Jr. & Vernon A. Evans, 71 Denv. U. L. Rev. 543 Denver University Law Review 1994.

A Practical Guide to Discovering Computerized Files in Complex Litigation, co-authored with Steven G. Austin, 11 Rev. Litig. 501 Review of Litigation Summer, 1992.

A Proposed Legal Advisors' Road map for Software Developers: On the Shoulders of Giants May No Mudball Stand, co-authored with Robert D. Sprague, M. Susan Lombardi, and Carolyn M. Lindh, 191 Denver Law Journal 68, (Spring 1991 Symposium Issue).

Summary Judgment and Discovery Strategies in Antitrust and RICO Actions After Matsushita v. Zenith, co-authored with Andrew P. McCallin, 36 The Antitrust Bulletin 325 (1991).

Advising Software Developers: Avoiding Copyright Infringements As Tough With Inconsistent Case Rules, co-authored with Robert Sprague, 9 Preventive L. R. 23 (1990).

Computer Security and the Protection of Sensitive But Not Classified Data: The Computer Security Act of 1987, co-authored with Elizabeth J. Bedient, 30 A.F.L. Rev. 135 (1989).

Software Patenting Trends: Who's Getting How Many of What?, co-authored with B.F. Smith, 1978-1987, J. Patent & Trademark Office Spring 1989.

Orwellian Constitutional Issues: Information Privacy, Security, and The New Technology, co-authored with with Susan J. Oran, Constitution 2000 (Chapter 8) (1988) (Carl Vinson Institute of Government, University of Georgia).

"Software License and Maintenance Agreements" Chapter on Selecting Software Packages for Financial Institutions, co-authored with Sue Oran (Bank Administration Institute, Chicago, Illinois) (1987).

A Comparison of German and U.S. Experiences in Software Copyrights, 6 International Review of Industrial Property and Copyright Law 751 (1987).

Cash Management After E.F. Hutton, co-authored with Michael C. Tierney, 170 The Bankers Magazine 25 (1987).

The Legal Environment of Commercial Database Administration, co-authored with Jay Batson, 27 Jurimetrics 297 (1987).

Computer and Software Law Audits, co-authored with Stephen D. Shirey, 2 Software Law Journal 201 (1986).

Book Review Out of the Inner Circle: A Hacker's Guide to Computer Security (By Bill Landreth) (Microsoft Press) (Rocky Mountain News, Book Review) (June 1985).

Computer Software in Public Schools, 28 Ed. Law Rep. 315 West's Education Law Reporter 1986 Commentary Dwight L. Pringle (1985).

Micro Tax Software: A Bargain?, 14 Colo. Law. 393 Colorado Lawyer March, 1985 Carole Thomas.

An Economic Analysis of Future Trends on the Development of Information for Lawyers -- Lexis, Juris, Westlaw, and FLITE, 9, Rutgers Computer and Technology Law Journal, (#2) (Aug/Sept 1983, with Andrea R. Stern). Reprinted in the Defense Law J. (April 1984).

Confidential Communications and Information In A Computer Era, co-authored with Lorna C. Youngs, 12 Hofstra L. Rev. 849 Hofstra Law Review Summer, 1984.

A Legal and Technical Assessment of the Effects of Computers on Privacy, co-authored with Richard A. Wehmhoefer, 60 Denver L.J. 449 (1983).

Advertising, Imperfect Competition, and The Market for Legal Services, co-authored with Rodney Peterson, Journal of Behavioral Economics (Winter 1983 Issue).

The Communications Regulatory Environment in the 1980's, co-authored with Rodney D. Peterson, Gary Alexander, and Curt W. Petty, Computer/Law Journal 1 (Summer 1983).

Antitrust Exposure In The Use of the Mini-Trial, Mini-Trial Handbook, Chapter F, (Edited by Eric D. Green) (Center for Public Resources, New York) (1982).

Colorado's Multidistrict Litigation Panel, co-authored with Mac V. Danford, Colorado Lawyer 1982 (October 1988).

Corporate and Tax Considerations for Nonprofit Organizations, co-authored with Richard G. Macklin and Peter C. Guthery, Closely Held Corporations in Colorado, Chapter 24) (Edited by Cathy S. Krendl) (Continuing Legal Education in Colorado, Inc. Publishers) (1981).

The Computer as a Tool for Legal Decision Making, co-authored with Thomas H. Gonser and Eileen I. Wilhelm, 27 The Practical Lawyer 11 (Sept. 1981).

An Antitrust Primer, 1980 Transportation Law Institute-Carrier Liability in an Evolving Regulatory Environment: Claims and Antitrust, p. 189.

The Computer Industry: An Economic-Legal Analysis of Its Technology and Growth, Lexington Books, D.C. Heath and Co. Lexington, MA (1976) (2nd printing).

Functional Discounts: A Legal-Economic Concept Permitting New Experiments in Distribution Systems, 14 Santa Clara Lawyer 211 (1974).

The Legal Protection of Computer Software, co-authored with Richard M. Fischl, Center for Advanced Computation, Document No. 120 (1974), University of Illinois at Urbana-Champaign, Illinois, p 41.

A Method for Analyzing, Detecting, and Correcting Multi-collinearity, co-authored with Morris M. Kleiner, Center for Advanced Computation, Document No. 118 (1974), University of Illinois at Urbana-Champaign, Illinois, p. 47.

Enforcement Under the Illinois Antitrust Act, 5 Loyola University of Chicago Law Journal 25 (1974).

"Antitrust Law -- Belliston V. Texaco, Inc.," 455 2d 175 (10th Circ.), cert. denied, 408 U.S. 929 (1972),", 455 2d 175 (10th Circ.), cert. denied, 408 U.S. 929 (1972).

Associate Professor

Debt Stigma and Socioeconomic Class, 41 Seattle University Law Review ___ (2018).

The Persistence of Bankruptcy Stigma, 26 American Bankruptcy Institute Law Review ___ (2018).

Uncertainty Remains: The “Insured vs. Insured” and “Bankruptcy Exclusion” Provisions, NORTON ANNUAL SURVEY OF BANKRUPTCY LAW (2018) (invited submission).

Legitimizing Bankruptcy Petition Preparers: A Sociolegal Prescription for Change, 89 American Bankruptcy Law Journal 269 (2015) (peer reviewed).

Bankruptcy Stigma: A Socio-Legal Study, 87 American Bankruptcy Law Journal 435 (2014) (peer reviewed).

The Principle of Consumer Utility: A Contemporary Theory of the Bankruptcy Discharge, 58 University of Kansas Law Review 101 (2010).

Arbitration Agreements in Bankruptcy, in Norton Bankruptcy Law and Practice 3d (Thomson West 2009).

Recent Developments in Chapter 11, in Norton Annual Survey of Bankruptcy Law (Thomson West 2008 ed.).

Making Sense of the Bramble-Filled Thicket: The “Insured vs. Insured” Exclusion in the Bankruptcy Context, 23 Emory Bankruptcy Developments Journal 2 (2007).


Securities Exchange Disclosure Regulation and Its Impact on Human Rights with an Emphasis on Dodd‐Frank Section 1502, Journal of Human Rights (forthcoming 2015).

The Impact of Boilermakers Continues to be Felt: Utah Court Upholds Delaware Forum Selection Clause, Law360 (forthcoming October 2015).

Business Organizations: Practice-Ready Materials (Wolters Kluwer Law & Business) (October 2015).

Drowning in Disclosure: The Over-Burdening of the SEC, Virginia Law & Business Review (forthcoming spring 2014).

OTK Associates, LLC v. Friedman: Delaware Chancery Opinion Raises Host of Issues, Law360, a LexisNexus publication (March 14, 2014).

Disclosure of Payments Under the U.S. Dodd-Frank Act: The ‘Resource Extraction Rule, J. of Energy & Natural Resources Law, Vol. 31, Issue 1 (February 2013).

The European Takeover Directive: A US Comparison, ICCLJ year 2013 volume 10, issue 1.

Conflict Minerals and SEC Disclosure Regulation, Harvard Business Review (online) (January 2012).

New Disclosure Requirements Under the Dodd-Frank Financial Reform Act: A Move Towards Greater Transparency, 9 European Company Law 66 (May 2012).

New York Stock Exchange Listing Standards and Corporate Social Responsibility, 8 European Company Law, Issue 2/3 (April 2011).

Berle and Social Business: A Consideration, 34 Seattle L. Rev. 1389 (June 2011).

Sturm College of Law
University of Denver
2255 E. Evans Avenue
Denver, CO 80208