Marleen A. O'Connor - Curriculum Vitae
Professor of Law
B.S., DePaul University
J.D., Duke University
CURRICULUM VITAE
MARLEEN A. O'CONNOR
836 16th Avenue N.E.
St. Petersburg, FL 33704
Home: (727) 550-8565
Work: (727) 562-7873
Fax: (727) 347-3738
E-mail: oconnor@law.stetson.edu
EMPLOYMENT
STETSON UNIVERSITY COLLEGE OF LAW August 1988 - present
Gulfport, Florida
Professor
GEORGE WASHINGTON UNIVERSITY LAW SCHOOL June 2000 - 2006
INTERNATIONAL INSTITUTE FOR CORPORATE
GOVERNANCE AND ACCOUNTABILITY
Associate Director
KING & SPALDING August 1987 - July 1988
Atlanta, Georgia
Law Associate
EDUCATION
DUKE UNIVERSITY SCHOOL OF LAW, Durham, North Carolina
J.D. Degree with Honors, May 1987
Articles Editor, Duke Law Journal
Duke University School of Law Scholarship
DEPAUL UNIVERSITY, Chicago, Illinois
B.S. in Commerce, summa cum laude, June 1984
Majors: Accounting (Honors Program)/Economics
Class Rank 1/999
SUBJECTS
Business Associations, Securities Regulation, Law and Economics, Property, Agency and Unincorporated Entities
PROFESSIONAL CERTIFICATIONS
Passed Georgia Bar Examination, July, 1987
Passed Certified Public Accountants Examination, May, 1984
HONORS AND AWARDS
Stetson's Homer and Dolly Hand Award for Excellence in Faculty Research, 2003
Alfred P. Sloan Foundation Grant for Research, 2002
George E. Allen Chair in Law, University of Richmond School of Law, 1997
"Best Paper Prize" at the Fifth Annual International Conference for Socio-Economics, 1993
Stetson's Homer and Dolly Hand Award for Excellence in Faculty Research, 1991
Stetson Law Review Award for Scholarship and Teaching, 1990
PUBLICATIONS
Women Executives in Gladiator Corporate Cultures: The Behavioral Dynamics of Gender, Ego, and Power, 65 Md. L. Rev. 465 (2006).
Corporate Social Responsibility for Work/Family Balance, 79 St. John's L. Rev. 1193 (2005).
American Corporate Governance and Resilient Families: Investing in Children's Human Capital in Turbulent Times, 77 Univ. S. Cal. L. Rev. (2004).
The Enron Board: The Perils of Groupthink, 71 Univ. Cinn. L. Rev. 1233 (2003).
The Employees' Role in the American Corporate Governance Structure, 22 Comp. Lab. L. & Pol. J. 97 (2000).
Labors' Role in the Shareholder Revolution, in Working Capital: The Power of Labor's Pensions (Archon Fung ed. 2001).
Human Capital Disclosure, in The New Relationship: Human Capital in the American Corporation (Margaret Blair ed. 2000) (published by the Brookings Institution).
Rethinking Corporate Financial Disclosures for the Knowledge-Based Economy, 1 U. Pa. J. Lab. & Empl. L. 527 (1998).
Union Pension Power, in New York University School of Law's Proceedings on the 50th Annual Conference of Labor, (Sam Estreicher, ed. 1998).
Organized Labor as Shareholder Activist: Building Coalitions to Promote Worker Capitalism, 31 Rich. L. Rev. 1345 (1997) (by invitation for Allen Chair symposium issue).
Global Capitalism and the Evolution of American Corporate Governance Institutions in Perspectives on Company Law (Fiona Patfield, ed. 1997).
Promoting Economic Justice in Plant Closings: Exploring the Fiduciary/Contract Distinction to Enforce Implicit Employment Agreements, in New Directions in Corporate Law (Westview Press 1995).
A Socio-Economic Approach to the Japanese Corporate Governance Structure, 50 Wash. & Lee L. Rev. 1529 (1993).
How Should We Talk About Fiduciary Duty? 61 Geo. Wash. L. Rev. 701 (1993).
The Human Capital Era: Reconceptualizing Corporate Law to Facilitate Labor-Management Cooperation, 78 Cornell L. Rev. 899 (1993).
Restructuring the Corporation's Nexus of Contracts: Recognizing a Fiduciary Duty to Protect Displaced Workers, 69 N.C.L. Rev. 1189 (1991).
Foreword, Corporate Malaise B Nonshareholder Constituency Statutes: Cause or Cure?, 21 Stetson L. Rev. 3 (1991).
Toward a More Efficient Deterrence of Insider Trading: The Repeal of Section 16(b), 58 Fordham L. Rev. 309 (1989).
SCHOLARLY ACTIVITIES
Member, Property Consulting Group, Robin Malloy, Director, at Syracuse Law School, 2004 - present.
Member of Working Group, Alfred P. Sloan Project on Dispute Resolution and Corporate Governance at the UCLA Law School, 2004 - present.
Task Force Member, Working in America: A Blueprint for the New Labor Movement, 2006.
Member, Brookings Institution Task Force on Intangibles (Former SEC Commissioner Steve Wallman and Dr. Margaret Blair, Chairs), 1997-2000.
Member, Alfred P. Sloan Foundation Group for Employees as Stakeholders in the Modern Corporation, 1997.
Member, Labor's Capital Project on Pension Funds and Responsible Investing (sponsored by United Steel Workers of America and Ford and Rockefeller Foundations), 1998.
PROFESSIONAL MEMBERSHIPS
American Law Institute, 1999
Affiliate member, Florida Bar, 1991-present
Australian Law and Economics Association, 1997-present
Conference for Business Ethics, 1993-present
European Association of Law and Economics, 1992-present
Executive Council for the Business Law Section of the Florida Bar, 1990-91
International Association of Feminist Economists, 1993-present
International Industrial Relations Association, 1997-present
Law and Society Association, 1992-present
Legislative Committee to Revise the Florida Business Corporation Act, 1990-91, 1991-92
Society for the Advancement of Socio-Economics, 1992-present
Society of American Law Teachers, 1992-present
Scholarship-to-Date
My scholarship has focused on the broad topic of "employees and corporate governance" for the last 20 years. In 1988, I began this research by arguing that directors should owe fiduciary duties to workers as well as shareholders. At this time, I asserted that corporations were breaking long-term implicit employment agreements with many workers through plant closings. I maintained that these long-term employees were hired at a time when corporations made implicit promises of employment and that directors' should owe a fiduciary duty to workers for adequate severance payments and job retraining. I expanded on this notion of a fiduciary duty to workers by developing a new model of corporate governance, I call the "neutral referee" model. Investigating the German system of codetermination and the Japanese model of corporate governance, I detailed how directors would balance the competing interests of shareholders and employees. Under this system, courts would not apply the business judgment rule; they would use substantive review to determine that actions are fair to workers. I have written why fiduciary law, rather than contract and tort law, would work best to embody the moral obligations corporations should owe to long-term workers.
By the late 1990s, it became increasingly difficult to argue for this new fiduciary duty because the "shareholder value" mantra had firmly swept across corporate America as top executives were given stock options to ensure they narrowly focused on only shareholder interests. Since employees often own stock as shareholders, I turned to see how union pension funds were using their shareholder rights to make gains for employees. Staying within the shareholder value paradigm, I also considered how corporations should make financial disclosure about their human resource values in our knowledge-based economy.
In 2001, I began to look at the interests of women workers. First, I analyzed the notion of our "future human capital," that is, our children. I explored the literature concerning work/family balance and found that many corporate governance tools could be used to promote better family leave policies. Second, I also probed why it is important to have more women directors on corporate boards.
Scholarly Agenda
I took a two-year leave of absence in 2008-10. My current research agenda will study the broad topic of "corporate social responsibility for food." Although childhood obesity has been recognized as a national problem for 30 years, corporate governance tools have not been widely used. Within the shareholder model of corporate governance, different shareholder proposals and disclosure guidelines could be part of our First Lady's plan to end childhood obesity in a generation. My goal is to make child obesity experts aware of these corporate governance tools and corporate social advocates aware of the need to address the child obesity problem. Given new research about food addictions to fat, sugar, and salt and our growing awareness of our "toxic food environment," I believe that there will many new laws regarding food; I believe that the corporate social responsibility movement will have a large role in shaping these new laws.
