Biography
William J. Carney
Charles Howard Candler Professor of Law
Curriculum Vitae
Publications List
Areas of Expertise
Business Associations, Securities Regulation, Corporate Law
Biography
William J. Carney is a well-known author, lecturer and teacher in corporate law. He is author of two leading casebooks—Corporate Finance and Mergers and Acquisitions— as well as several other books and more than 50 articles and book chapters.
Before coming to Atlanta, Professor Carney was a partner in the Denver firm of Holland & Hart and a professor at the University of Wyoming. He also has taught at the law schools of the universities of Michigan, NYU, Virginia, Antwerp, Belgium, the Technical University of Dresden, Germany and Emory's American Law Center in Moscow. He has presented papers at conferences throughout the United States and Europe and taught in numerous continuing legal education programs. He holds a U.S. patent application on a novel takeover defense.
Professor Carney served as chair of the Corporate Code Revision Committee and as a member of the Executive Committee of the Corporate Section of the State Bar of Georgia. He is a board member and chair of the Nomination and Governance Committee of Pharmasset, Inc., a NASDAQ-listed company.
Education: BA, 1959, LLB, 1962, Yale University.
Publications
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The Costs of Being Public After Sarbanes-Oxley: The Irony of 'Going Private' Emory Law and Economics Research Paper No. 06-03, Emory Law Journal, Vol. 55, p. 141, 2006
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On Feminism, Politics, and Rhetoric 54 Emory L.J. 261 2005
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The Costs of Being Public After Sarbanes-Oxley: The Irony of 'Going Private' Emory Law and Economics Research Paper No. 05-4 2005
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Will Choice of Corporate Law Become Trivial? Emory Law and Economics Research Paper No. 06-05 2005
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Business Law: The Impact of Competition on Regulation - Introduction 52 Emory L.J. 1285 2003
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The Illusory Protections of the Poison Pill Notre Dame Law Review, Vol. 78, No. 4, 2003 2003
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Appraising the Nonexistent: The Delaware Courts' Struggle with Control Premiums 152 U. Pa. L. Rev. 845 2003
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Appraising the Non-Existent: The Delaware Courts' Struggle with Control Premiums University of Pennsylvania Law Review, Vol. 152, 2003
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The Randolph W. Thrower Symposium: Business Law: The Impact of Competition on Regulation - Introduction Emory Law Journal, Vol. 52, p. 1053, 2003
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The Illusory Protections of the Poison Pill 79 Notre Dame L. Rev. 179 2003
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The Illusory Protections of the Poison Pill 2002
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Roundtable Discussion: Corporate Governance As published in Chicago-Kent Law Review, Vol. 77, pp. 235-49, 2001 2002
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Jurisdictional Choice in Securities Regulation 41 Va. J. Int'l L. 717 2000
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The Legacy of the Market for Corporate Control and the Origins of the Theory of the Firm 50 Case W. Res. L. Rev. 215 1999
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Teaching Problems in Corporate Law: Making It Real 34 Ga. L. Rev. 823 1999
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The Production of Corporate Law Southern California Law Review, Vol. 71, No. 2 1998
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Limited Liability 1998
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The Production of Corporate Law 71 S. Cal. L. Rev. 715 1997
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Two Modes of Discourse in the Stakeholder Debate 43 U. Toronto L.J. 379 1993
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Vicarious Liability for Fraud on Securities Markets: Theory and Evidence 1992 U. Ill. L. Rev. 691 1992
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ALI's Corporate Governance Project: The Death of Property Rights 61 Geo. Wash. L. Rev. 898 1992
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Does Defying Constituencies Matter 59 U. Cin. L. Rev. 385 1990
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The Limits of the Fraud on the Market Doctrine 44 Bus. Law. 1259 1988
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From Stakeholders to Stockholders: A View from Organizational Theory 1997
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The Production of Corporate Law 1997
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Limited Liability Companies: Origins and Antecedents 66 U. Colo. L. Rev. 855 1994
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Fairness Opinions: How Fair are They and Why Should We Do Nothing About It 70 Wash. U. L. Q. 523 1992
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Section 4.01 of the American Law Institute's Corporate Governance Project: Restatement or Misstatement 66 Wash. U. L. Q. 239 1988
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Controlling Management Opportunism in the Market for Corporate Control: An Agency Cost Model 1988 Wis. L. Rev. 385 1988
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Changes in Corporate Practice under Georgia's New Business Corporation Code 40 Mercer L. Rev. 655 1988
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The Theory of the Firm: Investor Coordination Costs, Control Premiums and Capital Structure 65 Wash. U. L. Q. 1 1987
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Signalling and Causation in Insider Trading 36 Catholic U. L. Rev. 863 1986
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Toward a More Perfect Market for Corporate Control 9 Del. J. Corp. L. 593 1984
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Defining a Security: The Addition of a Market-Oriented Contextual Approach to Investment Contract Analysis 33 Emory L. J. 311 1984
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Shareholder Coordination Costs, Shark Reppelents, and Takeout Mergers: The Case against Fiduciary Duties 1983 Am. B. Found. Res. J. 341 1983
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Defining a Security: Georgia's Struggle with the Risk Capital Test 30 Emory L. J. 73 1981
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Fundamental Corporate Changes, Minority Shareholders, and Business Purposes 1980 Am. B. Found. Res. J. 69 1980
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Close Corporations and the Wyoming Business Corporation Act: Time for a Change 12 Land & Water L. Rev. 537 1977
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The Perils of Rule 146 8 U. Tol. L. Rev. 343 1976
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Exemptions from Securities Registration for Small Issuers: Shifting from Full Disclosure - Part II: The Intrastate Offering Exemption and Rule 147 11 Land & Water L. Rev. 161 1976
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Exemptions from Securities Registration for Small Issuers: Shifting from Full Disclosure - Part III: The Small Offering Exemption and Rule 240 11 Land & Water L. Rev. 483 1976
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Exemptions from Securities Registration for Small Issuers: Shifting from Full Disclosure - Part I: The Private Offering Exemption, Rule 146 and an End to Access for Small Issuers 10 Land & Water L. Rev. 507 1975
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