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Lawrence Hamermesh
Emeritus Professor of Law
B.A., Haverford College
J.D., Yale Law School
About
Lawrence A. Hamermesh is Emeritus Professor and the former Ruby R. Vale Professor of Corporate and Business Law at Widener's Delaware campus and former Director of the Widener Institute of Delaware Corporate and Business Law. Professor Hamermesh received a B.A. from Haverford College in 1973, and a J.D. from Yale Law School in 1976.
Following graduation from law school, Professor Hamermesh worked as an associate attorney with Morris, Nichols, Arsht & Tunnell in Wilmington, Delaware, from 1976-84, and was a partner at Morris, Nichols, Arsht & Tunnell from 1985-94.
Professor Hamermesh joined the faculty at Widener in 1994 as Associate Professor of Law. Professor Hamermesh is admitted to practice in Delaware, and he teaches and writes in the areas of Corporate Finance, Mergers and Acquisitions, Securities Regulation, Business Organizations, Corporate Takeovers, and Professional Responsibility.
In 2010 and 2011, while on a leave of absence, Professor Hamermesh served as senior special counsel in the Office of Chief Counsel of the Division of Corporation Finance at the Securities and Exchange Commission in Washington, DC.
Since 1995 he has been a member of the Corporation Law Council of the Corporation Law Section of the Delaware State Bar Association, which is responsible for the annual review and modernization of the Delaware General Corporation Law, and was Chair of the Council from 2002-2004.
From 2001 to 2007 Professor Hamermesh was an elected member of the Corporate Laws Committee of the American Bar Association Business Law Section, which supervises the drafting and revision of the Model Business Corporation Act. He has been the Reporter for that committee since 2013. In 2002-2003, Professor Hamermesh served as the Reporter for the American Bar Association Task Force on Corporate Responsibility.
Professor Hamermesh was elected in 1999 as a member of the American Law Institute. Professor Hamermesh is also a member of the Board of Directors of ACLU Delaware, Inc.. He was President of that organization from 1996-2003, and served on the national board of directors of the ACLU from 2004 to 2009.
In 2004 Professor Hamermesh received the Daniel L. Herrmann Professional Conduct Award from the Delaware State Bar Association.
What is the most important way that I “give back”?
Delaware corporate lawyers understand that they are stewards for the world’s most important corporate law. I contribute to that stewardship by serving on the Corporation Law Section Council and seeking to maintain a balance among the interests of investors, managers, and society.
What do you learn when you study law in Delaware?
The criteria for the Delaware Bar’s Daniel L. Herrmann Professional Conduct Award emphasize “those qualities of courtesy and civility, which, together with high ability and distinguished service, exemplify the Delaware lawyer.” Those qualities represent the “Delaware way” that my faculty colleagues and I hope to teach our students to follow as a path to professional success and personal satisfaction.
Publications
Publications on Selected Works
How Long Do We Have to Play the “Great Game?”, Iowa Law Review Bulletin (forthcoming 2015)
M&A Under Delaware’s Public Benefit Corporation Statute: A Hypothetical Tour, 4 Harvard Business Law Review 255 (2014) (with Frederick Alexander, Frank Martin and Norman Monhait)
Director Nominations, 39 Delaware Journal of Corporate Law 117 (2014)
Putting Stockholders First, Not the First-Filed Complaint, 69 Business Lawyer 1 (2013) (with Leo. E. Strine, Jr. and Matthew Jennejohn)
Who Let You Into the House?, 2012 Wisconsin Law Review 359 (2012)
Delaware Corporate Law and the Model Business Corporation Act: A Study in Symbiosis, 74 Duke Journal of Law and Contemporary Problems 107 (2011) (with Leo E. Strine, Jr. and Jeffrey M. Gorris)
Loyalty’s Core Demand: The Defining Role of Good Faith in Corporation Law, 98 Georgetown Law Journal 629 (2010) (with Leo E. Strine, Jr., R. Franklin Balotti, and Jeffrey M. Gorris)
Rationalizing Appraisal Standards in Compulsory Buyouts, 50 Boston College Law Review 1021 (2009) (with Michael Wachter)
The Short and Puzzling Life of the “Implicit Minority Discount” in Delaware Appraisal Law, 156 University of Pennsylvania Law Review 1 (with Michael Wachter)
The Policy Foundations of Delaware Corporate Law, 106 Columbia Law Review 1749 (2006)
The Fair Value of Cornfields in Delaware Appraisal Law, 31 Journal of Corporation Law 101 (2006) (with Michael Wachter)
Twenty Years After Smith v. Van Gorkom: An Essay On The Limits Of Civil Liability Of Corporate Directors And The Role Of Shareholder Inspection Rights, 45 Washburn Law Review 301 (2006)
Ruby R. Vale and a Definition of Legal Scholarship, 31 Delaware Journal of Corporation Law 253 (2006)
Corporate Officers and the Business Judgment Rule: A Reply to Professor Johnson, 60 Business Lawyer 865 (2005) (with A. Gilchrist Sparks III)
Premiums in Stock for Stock Mergers and Some Consequences in the Law of Director Fiduciary Duties, 152 University of Pennsylvania Law Review 881 (2003)
The ABA Task Force on Professional Responsibility and the 2003 Changes to the Model Rules of Professional Conduct, 17 Georgetown Journal of Legal Ethics 35 (2003)
A Kinder, Gentler Critique of Van Gorkom and its Less Celebrated Legacies, 96 Northwestern Law Review 595 (2002)
Why I Do Not Teach Van Gorkom, 34 Georgia Law Review 477 (2000)
Corporate Democracy and Stockholder-Adopted By-Laws: Taking Back the Street?, 73 Tulane Law Review 409 (December 1998)
Recipient of Volume 73 John Minor Wisdom Award for Academic Excellence in Legal Scholarship; selected as one of the ten best corporate and securities articles of 1999, 41 Corporate Practice Commentator 1453-1454
Calling Off the Lynch Mob: The Corporate Director's Fiduciary Disclosure Duty, 49 Vanderbilt Law Review 1087 (October 1996)
Common Law Duties of Non-Director Corporate Officers (with A. Gilchrist Sparks, III), 48 BUS. LAWYER 215 (1992)
"Appraisal Rights," chapter 36 of Drexler, Black and Sparks, DELAWARE CORPORATION LAW AND PRACTICE (Matthew Bender 1986)
"Defensive Techniques in Proxy Contests," Review of Securities & Commodities Regulation, May 23, 1990
"The Reliance on Counsel Defense," Review of Securities and Commodities Regulation, December 18, 1985
"Going Private Mergers After UOP," Review of Securities and Commodities Regulation, March 23, 1983