Fairfax, Lisa M.

GW Law Faculty Publications

May 17, 2021

SSRN | Scholarly Commons


Business Organizations:  An Integrated Approach (2019).

Corporate Director's Guidebook. Chicago: Corporate Laws Committee, ABA Business Law Section, 2011. 

Shareholder Democracy: A Primer on Shareholder Activism and Participation. Durham, NC: Carolina Academic Press, 2011. 



Just Say Yes? The Fiduciary Duty Implications of Directorial Acquiescence, 106 Iowa L. Rev. 1315 (2021).

Whitman and the Fiduciary Relationship Conundrum, 89 Fordham L. Rev. 409 (2020).

The Securities Law Implications of Financial Illiteracy, 104 Va. L. Rev. 1065 (2018).

From Equality to Duty: On Altering the Reach, Impact, and Meaning of the Texas Gulf Legacy, 71 S.M.U. L. Rev. 729 (2018).

Toward a Theory of Shareholder Leverage, 62 UCLA L. Rev. Discourse 92 (2014), http://www.uclalawreview.org/pdf/discourse/62-4.pdf.

"Separation Anxiety: A Cautious Endorsement of the Independent Board Chair," 47 Indiana Law Review 237-269 (2014).

(With Wilmarth, Arthur E.) "Introduction" (Symposium: Striking the Right Balance: Investor and Consumer Protection in the New Financial Marketplace), 81 The George Washington Law Review 663-676 (2013).

"Mandating Board-Shareholder Engagement?," 2013 University of Illinois Law Review 821-857.

"Sue on Pay: Say on Pay's Impact on Directors' Fiduciary Duties," 55 Arizona Law Review 1-51 (2013).
     Available at: http://www.arizonalawreview.org/pdf/55-1/55arizlrev1.pdf.

"Managing Expectations: Does the Directors' Duty to Monitor Promise More Than It Can Deliver?," 10 University of St. Thomas Law Journal 416-448 (2012).

"The Elusive Quest for Director Independence," in Research Handbook on the Economics of Corporate Law. Ed by Claire A. Hill and Brett H. McDonnell. Northampton, MA: Edward Elgar, 2012.

"Board Diversity Revisited: New Rationale, Same Old Story?," 89 North Carolina Law Review 855-885 (2011).

"Government Governance and the Need to Reconcile Government Regulation with Board Fiduciary Duties," 95 Minnesota Law Review 1692-1732 (2011).

"On the Sufficiency of Corporate Regulation as an Alternative to Corporate Criminal Liability," 41 Stetson Law Review 117-126 (2011).

"The Model Business Corporation Act at Sixty: Shareholders and Their Influence," 74 Law and Contemporary Problems 19-30 (2011).

"The Uneasy Case for the Inside Director," 96 Iowa Law Review 127-193 (2010).

"Virtual Shareholder Meetings Reconsidered," (Symposium: Securities Regulation and the Global Economic Crisis: What Does the Future Hold?) 40 Seton Hall Law Review 1367-1431 (2010).

"Delaware's New Proxy Access: Much Ado About Nothing?," 11 Transactions: The Tennessee Journal of Business Law 87-109 (2009).

"The Future of Shareholder Democracy," 84 Indiana Law Journal 1259-1308 (2009).

"The Legal Origins Theory in Crisis," (Evaluating Legal Origins Theory Symposium) 2009 Brigham Young University Law Review 1571-1617.

"Making the Corporation Safe for Shareholder Democracy," 69 Ohio State Law Journal 53-107 (2008).

"Shareholder Democracy on Trial: International Perspective on the Effectiveness of Increased Shareholder Power," 3Virginia Law & Business Review 1-33 (2008).

"Easier Said Than Done? A Corporate Law Theory for Actualizing Social Responsibility Rhetoric," (Symposium: Women and the "New " Corporate Governance) 59 Florida Law Review 771-828 (2007).

"Martha Stewart and Director Independence," in Martha Stewart's Legal Troubles, p. 359-378. Ed. By Joan Heminway. Durham: Carolina Academic Press, 2007.

"Clogs in the Pipeline: The Mixed Data on Women Directors and Continued Barriers to Their Advancement," (Symposium: Women and the "New" Corporate Governance) 65 Maryland Law Review 579-624 (2006).

"The Rhetoric of Corporate Law: The Impact of Stakeholder Rhetoric on Corporate Norms," 31 Journal of Corporation Law 675-718 (2006).

"Sarbanes-Oxley, Corporate Federalism, and the Declining Significance of Federal Reforms on State Director Independence Standards," (28th Annual Symposium, "In the Wake of the Sarbanes-Oxley Act) 31 Ohio Northern University Law Review 381-415 (2005).

"Some Reflections on the Diversity of Corporate Boards: Women, People of Color, and the Unique Issues Associated with Women of Color," 79 St. John's Law Review 1105-1120 (2005).
     Available at: http://scholarship.law.stjohns.edu/lawreview/vol79/iss4/8/.

"Spare the Rod, Spoil the Director? Revitalizing Directors' Fiduciary Duty Through Legal Liability," 42 Houston Law Review 393-456 (2005).

"The Bottom Line on Board Diversity: A Cost-Benefit Analysis of the Business Rationales for Diversity on Corporate Boards," 2005 Wisconsin Law Review 795-854.

"Achieving the Double Bottom Line: A Framework for Corporations Seeking to Deliver Profit and Public Services," 9 Stanford Journal of Law, Business and Finance 199-253 (2004).

"Doing Well While Doing Good: Reassessing the Scope of Directors' Fiduciary Obligations in For-Profit Corporations with Non-Shareholder Beneficiaries," 59 Washington and Lee Law Review 409-474 (2003).
     Reprinted in 45 Corporate Practice Commentator 85 (2003).

"The Thin Line Between Love and Hate: Why Affinity-Based Securities and Investment Fraud Constitutes a Hate Crime," 36 U.C. Davis Law Review 1073-1143 (2003).

"Form Over Substance?: Officer Certification and the Promise of Enhanced Personal Accountability under the Sarbanes-Oxley Act," 55 Rutgers Law Review 1-64 (2002).
     Reprinted in 36 Securities Law Review (2004).

"The Sarbanes-Oxley Act as Confirmation of Recent Trends in Director and Officer Fiduciary Obligations," (Symposium: Enron and Its Aftermath) 76 St John's Law Review 953-977 (2002).

"Trust, the Federal Sentencing Guidelines, and Lessons from Fiduciary Law," 51 Catholic University Law Review 1025-1056 (2002).

"'With Friends Like These:' Toward a More Efficacious Response to Affinity-Based Securities and Investment Fraud," 36 Georgia Law Review 63-119 (2001).

"The Silent Resurrection of Plessy: The Supreme Court's Acquiescence in the Resegregation of America's Schools," 9 Temple Political & Civil Rights Law Review 1-57 (1999).

"When You Wish Upon a Star: Explaining the Cautious Growth of Royalty-Backed Securitization," 1999 Columbia Business Law Review 441-488.