J. Robert Brown Jr.

Professor of Law

Lawrence W. Treece Professor of Corporate Governance

Faculty
Sturm College of Law
Corporate & Commercial Law Program

jbrown@law.du.edu

303-871-6254 (Office)

Online Course Materials

Office 435A, Frank H. Ricketson Law Bldg., 2255 East Evans Ave. Denver, CO 80208

Specialization(s)

Administrative Law, Business Law, Corporations and Corporate Governance, Securities Regulation

Professional Biography

For more than three decades, J. Robert Brown has taught corporate and securities law, with a particular emphasis on corporate governance. He has authored numerous publications in the area and several of his articles have been cited by the US Supreme Court. He has written a single volume treatise on corporate disclosure (The Regulation of Corporate Disclosure) and authored a textbook on corporate governance. Professor Brown has also spent considerable time abroad, particularly in the former Soviet Union, advising governments in these areas and as a result of two grants under the Fulbright Program, one in Kazakhstan and one in Rome. He clerked for the Honorable Frank M. Johnson, Jr., US Court of Appeals, 11th Circuit, served as the associate dean for academic affairs at the University of Denver Sturm College of Law, and was a Board Member at the Public Company Accounting Oversight Board (PCAOB). He also served as Secretary to the Investor Advisory Committee at the SEC and as a member of the Standing Advisory Committee at the PCAOB. Professor Brown is an arbitrator for the FINRA and, among other outside activities, serves on the board of directors of Senior Support Services and the St. Francis Center, two organizations that provide services to the homeless.

View CV

Degree(s)

PhD, Government, Georgetown University
JD, Law, University of Maryland Law School
BA, College of William & Mary

SSRN: View Now

Featured Publications

Mother Nature on the Run: The SEC, Climate Change Disclosure, and the Major Questions Doctrine, San Diego Law Review (forthcoming).
Chilling Climate Change Disclosure: The Enabling Role of Corporate Counsel in Management Misstatements of ESG Matters, De Paul Law Review (with Eli Wald) (forthcoming).
Shareholder Proposals and the Use of Encrypted Interpretations, 63 Villanova Law Review 35 (2018).
Corporate Governance, Shareholder Proposals, and Engagement Between Managers and Owners, 94 Denver L. Rev. Online 1 (2017).
Sarbanes Oxley at 15: The Success of “Quack” Corporate Governance (2017).
Comment on SEC Release No. 33-9929, Effectiveness of Financial Disclosures about Entities Other than the Registrant, co-authored with Joseph V. Carcello, January 13, 2016.
Protecting Shareholders from Themselves: The Sec and Restrictions on Shareholder Voting Rights (2016).
The Evolving Role of Rule 14a-8 in the Corporate Governance Process, 93 DU L. Rev. Online 151 (2016).
Comment Letter on the Need for Environmental, Social and Governance Disclosure, October 3, 2016.
The Proxy Rules and Restrictions on Shareholder Voting Rights, 47 Seton Hall Law Review 45 (2016).
The Future Direction of Delaware Law (Including a Brief Exegesis on Fee Shifting Bylaws), 92 Denver University Law Review Online 14 (2015).
Brief for Amici Curiae Scholars of the Constitutional Rights of Children in Support of Respondent Edith Windsor Addressing the Merits and Supporting Affirmance, co-authored with Catherine Smith, Kyle Velte, Susannah Pollvogt, Tanya Washington (2015).
Comment on Rule 14a-8(i)(9), Securities and Exchange Commission, June 30, 2015 (2015).
Comment Letter on Rule 14a-8(I)(10), Securities & Exchange Commission, June 18, 2015 (2015).
Legislative Proposals to Modernize Business Development Companies and Expand Investment Opportunities, Testimony Before the House Subcommittee on Capital Markets and Government Sponsored Enterprises (2015).
Staying in the Delaware Corporate Governance Lane: Fee Shifting Bylaws and a Legislative Reaffirmation of the Rules of the Road, 54 Bank and Corporate Governance Law Reporter 4 (2015).
Secularism, Sharia, and the Turkish Financial Markets, 40 Brook. J. Int'l L. (2015).
Comment Letter: The NYSE and the End of the Structural Separation between Regulatory and Commercial Interests of the Exchange (2015).
The Proxy Plumbing Release Revisited and the Need for Version 2.0,, 91 Denv. U. L. Rev. Online (2014).
Administrative Law: A Casebook, co-authored with Roberto Corrada and Bernard Schwartz, 8th edition, Wolters Kluwer (2013).
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).
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).
Dodd-Frank, Compensation Ratios, and the Expanding Role of Shareholders in the Governance Process, 2 Harv. Bus. L. Rev. Online 91 (2011).
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.
Of Empires, Independents and Captives: Law Blogging, Law Scholarship, and Law School Rankings, U Denver Legal Studies Research Paper No. 08-04 (2008).
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).
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).
Corporate Governance Reform in the Former Soviet Union, co-authored with Shkurupiy, 7 Columbia Journal of Eastern European Affairs 629 (2000).
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. pcOrder.com, 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).