William S. Potter Professor of Law Emeritus
J.D., University of Iowa College of Law, 1963
B.A., University of Iowa, 1960
Before retiring in 2012, Michael Dooley taught corporations, corporate financial transactions, mergers and acquisitions, and contracts. He also served as chair of the Graduate Program Committee at the Law School.
At the University of Iowa Law School, Dooley was comment editor for the Iowa Law Review and a member of the Order of the Coif. After graduation, he practiced law in New York City with Dewey Ballantine Bushby Palmer & Wood. He left practice in 1968 to teach at the University of Illinois.
Dooley served on the legal advisory committee of the New York Stock Exchange from 1991-95. He is a member of the American Bar Association's committees on corporate laws and corporate practice, and has served on the Virginia Bar Association Corporate Code Task Force, the ABA Task Force on Executive Compensation, and an ad hoc committee on the American Law Institute Corporate Governance Project. Dooley was chair of the business law section of the American Association of Law Schools. He drafted a new derivative suit statute for the Virginia Stock Corporation Act, which took effect in July 1992. He has been a reporter for the ABA's Model Business Corporation Act since 1996.
In 1986 Dooley taught economic foundations of American corporate law at the Salzburg Seminar in American Studies in Austria. He has lectured to the Virginia Bar Association, the business law section of the Georgia and Louisiana Bar Associations, the Darden School Executive Program on mergers and acquisitions, the Third Circuit Judicial Conference, and has twice been a principal speaker at the ABA National Institute panel on dynamics of corporate control in New York. In 1996 he was named the Ruby R. Vale Distinguished Academic by the Widener University School of Law.
Books & Monographs:
Model Business Corporation Act Annotated (3d eds. 1997 and 1999 Supplements).
A Practical Guide for Corporate Directors (National Association for Corporate Directors, 1996).
Fundamentals of Corporation Law (Foundation Press, 1995).
Book Chapters/Multi-Author Works:
"Introduction to Securities Regulation," in Basic Securities Law Seminar: Practice and Risk in a Complex Area I-1 (Virginia Law Foundation, 1989).
"Defining a 'Security,'" in Basic Securities Law Seminar: Practice and Risk in a Complex Area II-1 (Virginia Law Foundation, 1989).
"Controlling Giant Corporations: The Question of Legitimacy," in Henry G. Manne, ed., Corporate Governance—Past and Future 28 (K.C.G. Productions, 1982).
"Developments in Federal Corporate Law and Securities Regulation," in Eleventh Annual Advanced Business Law Seminar IV-1 (Virginia State Bar and Virginia Bar Association, 1980).
"Should Management's Control of the Corporation Be Weakened and That of the Shareholder Strengthened?" in M. Bruce Johnson, ed., The Attack on Corporate America: The Corporate Issues Sourcebook 82 (McGraw-Hill, 1978).
"Have Delaware's Incorporation Laws Set a Bad Example for Other States?" in M. Bruce Johnson, ed., The Attack on Corporate America: The Corporate Issues Sourcebook 145 (McGraw-Hill, 1978).
"Developments in Federal Securities Regulation," in Eighth Annual Advanced Business Law Seminar VII-1 (Virginia State Bar and Virginia Bar Association, 1977).
"Developments in Federal Securities Regulation," in Seventh Annual Advanced Business Law Seminar VII-1 (Virginia State Bar and Virginia Bar Association, 1976).
"Business Law Developments" (with J.A.C. Hetherington), in Fifth Annual Advanced Business Law Seminar V-1 (Virginia State Bar and Virginia Bar Association, 1974).
“Rules, Standards, and the Model Business Corporation Act,” Law & Contemp. Probs., Winter 2011, at 45.
"Rethinking Appraisal," Del. Law., Spring 2008, at 28.
"Some Comparisons Between the Model Business Corporation Act and the Delaware General Corporation Law" (with Michael D. Goldman), 56 Bus. Law 737 (2001).
"Business Litigation in the 21st Century: Possible Agenda Items for Reforming the Derivative Suit," 25 Del. J. Corp. L. 131 (2000).
"Insider Trading: Comment from an Enforcement Perspective," 50 Case West. Res. L. Rev. 319 (1999).
"What Is Past is Prologue: Major Issues in Business Law in the Next Century," 70 Temple L. Rev. 1173 (1997).
"John A.C. Hetherington," 80 Va. L. Rev. 1197 (1994).
"Two Models of Corporate Governance," 47 Bus. Law 461 (1992).
"Not in the Corporation's Best Interests," ABA J., May 1992, at 45.
"The Role of the Board in Derivative Litigation: Delaware Law and the Current ALI Proposals Compared" (with E. Norman Veasey), 44 Bus. Law 503 (1989). Reprinted in The American Law Institute Corporate Governance Project in Mid-Passage: What Will It Mean to You? 45 (National Legal Center for the Public Interest, 1991).
"Tribute to Ernest L. Folk, III," 76 Va. L. Rev. 3 (1990). Reprinted in Va. L. Sch. Rep., Winter 1990, at 27-28.
"Richard A. Merrill: A Faculty Perspective," Va. L. Sch. Rep., Summer 1988, at 9-10.
"Liberty Fund, Inc. Symposium on the First Amendment and Securities Regulation" (with others), 20 Conn. L. Rev. 383 (1988).
"The First Amendment and the SEC: A Comment," 20 Conn. L. Rev. 335 (1988).
"Genesis: Panel Response" (with Donald E. Schwartz & Robert C. Clark), 8 Cardozo L. Rev. 687 (1987).
"Insider Trading and the Economics of Enforcement," Va. L. Sch. Rep., Summer 1981, at 13-16.
"Enforcement of Insider Trading Restrictions," 66 Va. L. Rev. 1 (1980).
"Securities Litigation" (with John C. McCoid), Va. L. Sch. Rep., Summer 1979, at 5-7.
"Illiquidity and Exploitation: A Proposed Statutory Solution to the Remaining Close Corporation Problem" (with J.A.C. Hetherington), 63 Va. L. Rev. 1 (1977).
"The Effects of Civil Liability on Investment Banking and the New Issues Market," 58 Va. L. Rev. 776 (1972).
- Mergers and Acquisitions
In the Media