Faculty Profiles
Alan Palmiter
Howard L. Oleck Professor of Business Law
Phone: 336.758.5711
Email: alan.palmiter@wfu.edu
Location: Worrell 3333
Books
- Securities Regulation: Examples and Explanations (5th ed. 2011) (4th ed. 2008) (3rd ed. 2005) (2nd ed. 2002) (1st ed. 1998), Aspen Law & Business (re-published in China, 2009)
- Corporations: A Contemporary Approach (Interactive Casebook Series) (1st edition 2009), West Group (with Frank Partnoy, University of San Diego School of Law)
- Corporations: Examples and Explanations (6th ed. 2009) (5th ed. 2006) (4th ed. 2003) (3rd ed. 1999) (2nd ed. 1994) (1st ed. 1989), Aspen Law & Business (formerly Little Brown & Co) (first three editions with Lewis D. Solomon, George Washington University Law School) (re-published in China, 2004)
- Corporations Law & Policy: Materials and Problems (6th edition 2007), West Group (with Jeffrey D. Bauman, Georgetown University Law Center, and Frank Partnoy, University of San Diego School of Law) (5th edition 2003) (with Jeffrey D. Bauman, Georgetown University Law Center and Elliott J. Weiss, University of Arizona College of Law) (Casebook Supplements - 2001, 2002, 2003, 2004, 2005, 2006)
- Law & Valuation: Cases and Materials, Wake Forest University Professional Center (JD-MBA web-based course materials) (first published 1999)
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- US Securities Litigation: A Comparative Study (translated by Prof. Carlo Amatucci, University of Naples – Federico II, Italy) (in process) (to be published in TRATTATO DI DIRITTO COMMERCIALE, Direttore del Trattato: Prof. Vincenzo Buonocore, Giappichelli Editore)
Monographs
- "Regulation of US Legal Profession: A Story of Market Protection," Conference of EU Notariats (CNUE) (Oct. 2005) (also translated into French), available at www.cnue-nouvelles.be/fr/congres-2005-en/001.html
- "Arbitraje Comercial y Otros Métodos de Resolución de Conflictos en Sociedades Comerciales en Los Estados Unidos [Non-Judicial Dispute Resolution in the United States]" (2001, published by Chamber of Commerce, Bogotá, Colombia ) (with Prof. Francisco Reyes, Universidad de Los Andes, Bogotá, Colombia)
Articles
- "Mutual Fund Performance Ads: Inherently and Materially Misleading?," (with Prof. Ahmed Taha), ___ Georgia L. Rev. ___ (2011) (presented at Corporate Roundtable, Institute of Law & Economics, University of Pennsylvania Law School, Apr. 2010), available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1761552
- "Duty of Obedience: The Forgotten Duty," 55 N.Y.L.S. L. Rev. 491-512 (2010) (reprinted in Corporate Practice Commentator), available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1713786
- "ISS Recommendations and Mutual Fund Voting on Proxy Proposals," (with Dr. James Cotter, Schools of Business, Wake Forest University, and Prof. Randall Thomas, Vanderbilt Law School), 55 Villanova L. Rev. 1-56 (2010) (reprinted in Corporate Practice Commentator), available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1477564
- "Worthless Warnings? Disclaimers in Mutual Fund Performance Ads," (with Prof. Ahmed Taha and Prof. Molly Mercer, School of Accountancy, Arizona State University), 7 J. Empirical Legal Studies 429-459 (2010) (selected for presentation at University of Southern California's Conference on Empirical Legal Studies, Nov. 2009), available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1586530
- "Public Corporation as Private Constitution," 6 ICFAI J. Corp. & Sec. L. 5-19 (2009), available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1111773
- "Star Creation: Incubation of Mutual Funds," (with Prof. Ahmed Taha), 62 Vand. L. Rev. 1485-1534 (2009) (reprinted in Corporate Practice Commentator), available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1364087
- "Staying Public: Institutional Investors in U.S. Capital Markets," 3 Brooklyn J. Corp. Fin. & Comm. Law 245-288 (2009), available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1472696
- "Mutual Fund Investors: Sharp Enough?," (with Prof. Ahmed Taha), 24 J. Fin. Transformation 113 (2008) (selected as one of top economics articles on capital markets), available at http://www.capco.com/?q=content/journal-detail&sid=684
- "Mutual Fund Investors: Divergent Profiles," (with Prof. Ahmed Taha), 2008 Colum. Bus. L. Rev. 943-1020, available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1098991
- "U.S. Mutual Funds: The Awakening Behemoth?," presented at Anton Philips Fund Conference on Large Shareholder Participation in Corporate Governance, Tilburg University, Groenendael Philips Training Centre, Hilvarenbeek, The Netherlands (June 2006)
- "The Mutual Fund Board: A Failed Experiment in Regulatory Outsourcing," 1 Brooklyn J. Corp. Fin. & Comm. Law 165-208 (2006) (excerpted in 16 Fund Directions Mar. 2007 and featured in 17 Fund Directions Apr. 2008) (reprinted in Securities Law Review), available at http://www.brooklaw.edu/students/journals/bjcfcl/(165-208)PALMITERv2.pdf
- "Mutual Fund Voting of Portfolio Shares: Why Not Disclose?," 23 Cardozo Law Review 1419-1491 (2002) (excerpted in 22 The Corporate Board 15, Nov./Dec. 2001) (reprinted in Corporate Practice Commentator), available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=269337
- "Arbitration Federalism: A State Role in Commercial Arbitration," (with Dr. Stephen A. Hayford, Graduate School of Business, University of Indiana - Bloomington) 54 Fla. L. Rev. 175-227 (2002), available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=298720
- "Toward Disclosure Choice in Securities Offerings," 1999 Col. Bus. L. Rev. 1-135 (reprinted in Securities Law Review), available at http://papers.ssrn.com/paper.taf?abstract_id=163648
- "Deberes Fiduciarios de Administradores de Empresas en los Estados Unidos [U.S. Corporate Fiduciary Duties], published in El Derecho Societario Contemporáneo, Primer Congreso Iberoamericano de Derecho Empresarial, Bogotá, Columbia (1996)
- "Judicial Schizophrenia in Shareholder Voting Cases," 79 Iowa L. Rev. 485-583 (1994) (with Dale A. Oesterle) (reprinted in Corporate Practice Commentator)
- "The Shareholder Proposal Rule: A Failed Experiment in Merit Regulation," 19 Ala. L. Rev. 879-926 (Symposium Issue) (1994) (reprinted in Securities Law Review and Corporate Law Anthology)
- "The CTS Gambit: Stanching the Federalization of Corporate Law," 69 Wash. U. L. Q. 445-564 (Symposium Issue) (1991)
- "Reshaping the Corporate Fiduciary Model: A Director's Duty of Independence," 67 Tex. L. Rev. 1345-1464 (1989) (reviewed in D. Sciulli, Corporate Power in Civil Society: An Application of Societal Constitutionalism, 2001, NYU Press)
Essays/Professional Publications/Papers Presented
- Comments, "Meeting Capital needs of Small Business," Conference on Corporate Governance, Weinberg Center, university of Delaware (Nov. 2010)
- "Mutual Fund Performance Ads: Inherently and Materially Misleading?" Institute of Law & Economics, University of Pennsylvania Law School (Apr. 2010)
- "Duty of Obedience: The Forgetten Duty," Law Review Symposium on Corporate Duty of Good, New York Law School (Nov. 2009).
- "Corporate Veil Piercing: Updated Empirical Data," Faculty Workshop, Wake Forest University School of Law (Oct. 2009), Conference on Corporate Separateness, Vanderbilt School of Law, Nashville, TN (Nov. 2009)
- Brief of Amici Curiae Faculty at Law and Business Schools in Suppot of Respondents, Merck & Co. v. Reynolds (U.S. Supreme Court) (commented on and joined in amicus brief supporting "actual discovery" standard for statute of limitations in Rule 10b-5 litigation) (Oct. 2009)
- Brief of Amici Curiae Law Professors in Support of Petitioners, Jones v. Harris Associates (U.S. Supreme Court) (commented on and joined in amicus brief supporting challenge to mutual fund management fees) (June 2009)
- "Mutual Fund Voting: Role of ISS," Securities Law Symposium, School of Law, Villanova University (Apr. 2009)
- "The Public Corporation as Private Constitution," Faculty Workshop, Roger Williams School of Law, Bristol, RI (Mar. 2009)
- "Expert Report on Comploiance with Fiduciary Duties and Standards under Rule 12b-1," In re American Funds Litigation (C.D. Cal. - Judge Feess) (Feb. 2009)
- "N.C. Business Law Update," prepared for N.C. Bar Ass'n Business Law Section Annual Meeting (Feb. 2009)
- "The Public Corporation as Private Constitution," Conference on "Le Societa per Azioni nel Mercato Globale: Evoluzione dei Modelli" [The Corporation in the Global Market; Evolution of the Models] at University of Florence, Italy (Mar. 2008), available at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1111773
- "Staying Public: Institutional Investors in U.S. Capital markets," presented at "Going Private Symposium," Brooklyn Journal of Corporate, Financial and Commercial Law and SEC Historical Society (Feb. 2008)
- "N.C. Business Law Update," prepared for N.C. Bar Ass'n Business Law Section Annual Meeting (Feb. 2008)
- Presenter (with Ahmed Taha, "Mutual Fund Investors: Divergent Profiles," Seminar Series, Duke University School of Law (Oct. 2007)
- "N.C. Business Law Update," prepared for N.C. Bar Ass'n Business Law Section Annual Meeting (Feb. 2007)
- "US Mutual Funds: The Awakening Behemoth?," prepared for Anton Philips Fund Conference on Large Shareholder Participation in Corporate Governance, Tilburg University, Groenendael Philips Training Centre, Hilvarenbeek, The Netherlands (June 2006)
- "The Mutual Fund Board: A Failed Experiement in Regulatory Outsourcing," presented at Brooklyn Law School Securities Enforcement Symposium (Mar. 2006)
- "N.C. Business Law Update," prepared for N.C. Bar Ass'n Business Law Section Annual Meeting (Feb. 2006)
- "Corporate Criminality: Reflections on Political Economy," comments at conference on Criminalization of Corporate Law: The Impact of Criminal Sanctions on Corporate Misconduct, University of Maryland School of Law (Apr. 2006), published in 2 Maryland Journal of Business & Technology Law 115-118 (2007)
- "Regulation of US Legal Profession: A Story of Market Protection," prepared for First Congress of conference of EU Notariats (CNUE), Rome, Italy (Oct. 2005) (also translated into French) www.cnue-nouvelles.be/fr/congres-2005-en/001.html
- "NC Business Law Update," prepared for N.C. Bar Ass'n Business Law Section Annual Meeting (Feb. 2005)
- "The Talking Dog: US Securities Fraud Class Actions," prepared for conference on Class Actions e Mercati Finanziari, University of Naples - Federico II, Naples Italy (Dec. 2004)
- "Mutual Fund Directors: Roles Beyond Supervision," presented at ABA/Maryland conference on mutual funds (Nov. 2004), published in inaugural issue of Maryland Journal of Business & Technology (2006) (collection of essays on mutual fund regulation)
- "N.C. Business Law Update," prepared for N.C. Bar Ass'n Business Law Section Annual Meeting (Feb. 2004)
- "The US Corporate Elephant," Opening Bologna and Milan, Italy (Oct. 2003) http://papers.ssrn.com/sol3/papers.cfm?abstract_id=658522
- "Structure of US Corporate Law" (Le Caratteristiche Fondamentali dell'Ordinamento Statunitense delle Societa Commerciali, 10 Notariato Quademi 7 (2003)
- "N.C. Business Law Update," prepared for N.C. Bar Ass'n Business Law Section Annual Meeting (Feb. 2002)
- Guidebook for Board Members of N.C. Nonprofits, N.C. Center for Nonprofits and Business Law Section of N.C. Bar Association (2002), available at http://business.ncbar.org/Legal+Resources/Publications/Downloads_GetFile.aspx?id=3571
- Latin Notaries in America (A proposito di una visita di un gruppo di notai italiaini in una 'la school' americana), XII-3 Attivita 90 (Italian notary law review, Sep. 2001)
- "N.C. Business Law Update," prepared for N.C. Bar Ass'n Business Law Section Annual Meeting (Feb. 2001)
- "What Every Criminal Defense Attorney Should Know About the New Immigration laws," True Bill (NC Bar Ass'n Criminal Justice Section) (Nov. 2000)
- "The Challenge of Financial Transparency in the United States," U.S. Embassy - American Chamber of Commerce, La Paz, Bolivia (in Spanish) (June 2000)
- "Corporate Governance in the United States - A Recent History," presented at Instituto Desarrollo de Empresarios y Administradores, La Paz, Bolivia (in Spanish) (June 2000)
- "SEC Proposes To Reform the Regulation of Securities Offerings: Will the 'Aircraft Carrier' Survive?," Notes Bearing Interest (N.C. Bar Ass'n) (June 1999)
- "N.C. Business Law Update," prepared for N.C. Bar Ass'n Business Law Section Annual Meeting (Feb. 1999)
- "Limited Engagements," Wake Forest Jurist (June 1997)
- "Securities Law Developments," N.C. Bar Ass'n Continuing Legal Education (Feb. 1997)
- "Takeovers and Acquisitions," N.C. Bar Ass'n Continuing Legal Education (Mar. 1992)



