Research Interests
The role of interest groups in the creation of uniform laws; the
dematerialization and indirect holding of securities; the
historical development of the negotiability of stock certificates;
the regulation of broker-dealers; the internationalization of the
capital markets; the social history of the large corporate law firm
and the evolving role of the business lawyer in American
capitalism; the application of social history and anthropology to
legal scholarship.
Teaching Interests
Commercial law, business organizations, securities regulation,
corporate finance and contracts.
Legal Employment (Academic)
ST. JOHN'S UNIVERSITY SCHOOL OF LAW
8000 Utopia Parkway
Jamaica, New York 11439
Assistant Legal Writing Professor: 1997 - present
Full-time professor of legal research & writing.
Senior Staff, Legal Research & Writing: 1993 -
1997
Full-time teacher of legal research & writing.
NEW YORK LAW SCHOOL Spring 2004
57 Worth Street
New York, New York 10013
Adjunct Professor of Law
Taught a three credit course entitled
Sales and Payment Systems
HOFSTRA UNIVERSITY SCHOOL OF LAW Spring 2002
121 Hofstra University & Spring 2003
Hempstead, New York 11549
Adjunct Special Professor of Law:
Developed and taught a two credit course entitled
Regulation of Securities Markets and Broker-Dealers.
BENJAMIN N. CARDOZO SCHOOL OF LAW Summer 1988
55 Fifth Avenue
New York, New York 10003
Adjunct Associate Professor of Law: Taught 6 hours of a
securities regulation course.
FORDHAM UNIVERSITY SCHOOL OF LAW Academic year, 1987 -
1988
140 West 62nd Street
New York, New York 10023
Adjunct Associate Professor of Law: Taught legal writing
and ran moot court program for a section of approximately 20
students.
Legal Publications
Works in Progress
The Securities Investor Protection Act, Microcap Fraud and
Revised Article 8: Time for Reform.
Revised Article 9 of the Uniform Commercial Code and the
Consumer.
Law Review Articles
Good Enough Execution: The Early History of the Duty of Best
Execution, Pace Law Review (forthcoming)
When Deference Becomes Abdication: Immunizing Widespread
Broker-Dealer Practices from Judicial Review through the
Possibility of SEC Oversight, 73 Mississippi Law Journal
1 (2003).
Father Knows Best: Revised Article 8 and the Individual
Investor, 27 Florida State University Law Review 615
(2000).
Co-author of Avoiding the Inevitable: The Continuing
Viability of State Law Claims in the Face of Primary Jurisdiction
and Preemption Challenges under the Securities Exchange Act of
1934, 1995 Columbia Business Law Review 525. Cited in "Worth
Reading" column of The National Law Journal.
Illegal Lofts in New York City: Have the Equities Been
Balanced?, 14 Fordham Urban Law Journal 559 (1986).
Legal Periodical Articles
Reviewing Article 8’s Revised Collusion Standard in New
York Law Journal, March 27, 2001, page 1.
Legislature Mulls Change of Article 8 in New York Law
Journal, October 17, 1996, page 7; reprinted in UCC Bulletin (April
1997).
Co-author of Order Flow Cases: Jurisdiction,
Preemption and Securities Laws in New York Law Journal, May 9,
1995, page 1.
Co-author of Double Jeopardy Issues in the Financial
Sector in New York Law Journal, August 3, 1994, page 1;
reprinted in 20 RICO Law Reporter 1139 (1994).
Book Essays and Reviews
Review essay of Project Finance in 11 Boston University
International Law Journal 165 (1993).
Book review of Legal Realism at Yale, 1927-1960 in 34 The
American Journal of Jurisprudence 252 (1989).
Book review of Lawyers in Business and the Law Business in 21
Law and Policy in International Business 309 (1989).
Continuing Legal Education
Publications
Case Study: Paper Deinking Mills, a paper presented at
a seminar on Project Finance Opportunities in Recent Environmental
Legislation (1992).
Co-author of Negotiating Debt and Equity Documents for
Construction and Operation (and a related case study) in
Course Handbook for Project Finance: A Tutorial (Infocast ed.,
Chicago, 1991 & 1992).
Bar Association Reports
Uniform State Laws Committee, Association of the Bar of the City
of New York, Revised Article 1 of the Uniform Commercial
Code, 59 The Record 176 (2004) (abbreviated version); http://www.abcny.org/pdf/report/LEGALDOCS-1
(full version). I was the chair of the subcommittee that
drafted the report and had primary drafting responsibility for the
section on revised section 1-301, the new choice of law
section.
Legal Professional Activities
Member of the Uniform State Laws Committee, Association of the
Bar of the City of New York, 2000 to present. Offered chair
for 2003-06 (declined). Chair of the subcommittee that
drafted the USLC’s report on Revised Article 1 of the U.C.C.
Member of quarterly luncheon group meeting with certain legal
staff of the Federal Reserve Bank of New York to discuss payment
system issues.
Presentations
Presenter of paper entitled "Good Enough Execution: The Early
History of the Duty of Best Execution" at the Investor Rights
Symposium sponsored by Pace Law School (March 31 and April 1,
2005)
Presenter on Article 1 of the U.C.C. in program sponsored by the
NYSBA entitled “A Practical Guide to Secured Transactions under
Revised Article 9 and Proposed Revisions to Article 1 of the
Uniform Commercial Code” (November 16, 2004).
Presenter on Article 3 of the U.C.C. in program sponsored by the
ABCNY entitled “New York’s Nonuniform Commercial Code:
Guidance on Doing Business with the Laws’ Discrepancies” (April 28,
2004).
Co-chair and co-organizer of February 26 and March 11, 2003,
luncheons on international commercial law treaties sponsored by the
Uniform State Laws Committee.
Faculty lecturer on Article 9 and Consumers in program sponsored
by PLI entitled “What Lawyers Need to Know about UCC Article
9-Secured Transactions” (February 14, 2003).
Participant in round table convened in 1996 by Assemblywoman
Helene Weinstein to discuss whether New York should adopt or amend
revised Article 8 of the U.C.C.
Non-Legal Publications
Book review of False Promises in The Radical History Review
(vol. 3, no. 3); annotated syllabus in The Radical History Review
(vol. 2, no. 1); and film review of Debs in The History Teacher
(May 1980).
Extensive writing on strategy games. Designing of strategy
games, including 1776, Wargaming Rules for the American Revolution;
The Emerald Tablet, Wargaming Rules for Heroic Battles and Mystical
Conquests; and Junta, The Game of Power, Politics, Money and
Revolution (1985).
Academic Activities (pre-law school)
Member of the editorial board of The Radical History Review,
1975 – 1977.
Conference organizer, MARHO Spring Conference on Class and Class
Consciousness, 1975.
Education
J.D. COLUMBIA LAW SCHOOL, 1983
M.Ph. CUNY GRADUATE SCHOOL & UNIVERSITY
CENTER, History, 1979
M.A. HUNTER COLLEGE, History, 1977
B.A. COLUMBIA UNIVERSITY, COLUMBIA COLLEGE,
History, 1974
GRADES AND HONORS (Columbia Law School)
Grade Average: VG+
1980-1981 Harlan Fiske Stone Scholar
1981-1983 Staff member and editorial board
member,
Columbia Journal of Law and Social Problems
Spring 1983 Teaching fellow - property law course
Judicial Clerkship
JUSTICE SIDNEY M. SCHREIBER 1983 - 1984
New Jersey Supreme Court
Law Clerk: Research and extensive memoranda writing.
Other Legal Employment
DAVIS POLK & WARDWELL Summer 2000
450 Lexington Avenue
New York, New York 10017
Contract Attorney: Drafted corporate forms and memoranda
for clients.
ARGO INTERNATIONAL CORPORATION 1993 - 1994
140 Franklin Street
New York, New York 10013
General Counsel: Representation in all areas of legal need
for an international distributor with $100 million in sales of
pumps, compressors and other industrial equipment; negotiation of
distribution agreements; negotiation and documentation of
employment agreements and sales agency agreements; negotiation of
asset purchases; negotiation of asset based credit facilities;
representation of company in Equal Employment Opportunity
Commission charges; revision of company’s terms and conditions,
both substantively and procedurally; supervision of outside counsel
in litigation, including mass tort and insurance coverage issues;
negotiation of commercial real estate leases.
KATTEN MUCHIN & ZAVIS 1991 - 1993
40 Broad Street
New York, New York 10004
Associate Attorney (Finance and Reorganization
Department): Representation of lenders, developers and
contractors in cogeneration, recycling and environmental projects;
representation of developer in selling a major equity position in a
cogeneration project; representation of a senior lender in a loan
workout of a waste wood project; representation of bank group in
loan workout; representation of a senior lender in a
bankruptcy.
MILBANK, TWEED, HADLEY & McCLOY 1989 - 1991
1 Chase Manhattan Plaza
New York, New York 10005
Associate Attorney (Corporate Department): Extensive
representation of lenders (both as lead banks and participant
banks) in oil and gas acquisition financings; representa¬tion of
refinancing lender in take out of construction loan to a
cogeneration project; extensive review of stock purchase and asset
sale agreements for lenders; representation of bank affiliates in
purchases of cancelable common stock and preferred stock;
negotiation and documentation of a manufacturing and technological
joint venture between a Japanese company and an American company;
representation of selling shareholders in a major private
transaction in the advertising industry; Investment Company Act
advice and successful application for exemption.
LORD DAY & LORD, BARRETT SMITH 1988 - 1989
1675 Broadway
New York, New York 10019
Associate Attorney (Corporate Department): Extensive
representation of aircraft lessors in the sale and purchase of
aircraft; leveraged lease work (for lessors); representation of air
carrier in secured interim borrowing and subsequent public
offering.
KRAMER, LEVIN, NAFTALIS, & FRANKEL 1984 - 1988
919 Third Avenue
New York, New York 10022
Associate Attorney (Corporate Department): Extensive
leveraged lease work (for lessees); mergers and acquisi¬tions work
including leveraged buyouts, hostile tender offers, proxy contests
and asset and stock sales (both acquirers and sellers);
representation of lenders in corporate acquisition transactions and
construction loans; research and development transactions;
securities and public offering work including representation of an
underwriter in an exchange offer, of an issuer in an initial public
offering and of an underwriter in a hedged commodity pool offering;
general corporate work including draft¬¬ing 10-Ks and proxy
statements and extensive contract drafting; extensive experience
with employee benefit plans and federal securi¬ties laws.
Law Clerk and Summer Associate: Corporate research and
memoranda writing 1982 - 1983
SKADDEN, ARPS, SLATE, MEAGHER & FLOM Summer 1983
919 Third Avenue
New York, New York
Summer Associate (offer)
PROFESSOR WALTER WERNER 1981 - 1982
Columbia Law School
New York, New York
Research Assistant
Prior Employment
Secondary school teacher and college professor of American
history from 1974 to 1980
Admissions
State of New York, First Department, 1984
Personal
Interests: physical
fitness; military history; cigars