Marc I. Steinberg

Full-time faculty

Rupert and Lillian Radford Chair in Law and Professor of Law

Biography

Marc I. Steinberg, Rupert and Lillian Radford Professor of Law at the Southern Methodist University (SMU) Dedman School of Law. He is the former Director of SMU’s Corporate Directors’ Institute, the Director of the SMU Corporate Counsel Externship Program, the former Senior Associate Dean for Academics, and the former Senior Associate Dean for Research at the Law School. Prior to becoming the Radford Professor, Professor Steinberg taught at the University of Maryland School of Law, the Wharton School of the University of Pennsylvania, the National Law Center of the George Washington University, and the Georgetown University Law Center. His experience includes appointments as a Visiting Professor, Scholar and Fellow at law schools outside of the United States, including at Universities in Argentina, Australia, China, England, Finland, Germany, Israel, Italy, Japan, New Zealand, Scotland, South Africa, and Sweden. In addition, he has been retained as an expert witness in several significant matters, including Enron, Martha Stewart, Belnick (Tyco), and Mark Cuban.

In addition to his University appointments, Professor Steinberg has lectured extensively both in the United States and abroad, including at the Lauterpacht Centre of International Law at the University of Cambridge, the University of Hong Kong, the University of Tokyo, Peking University, Heidelberg University, the Aresty Institute of Executive Education at the University of Pennsylvania, The American Bar Association’s Annual Meeting, the PLI Annual Institute on Securities Regulation, the University of Texas Annual Securities Law Conference, the International Development Law Institute in Rome, the Hong Kong Securities and Futures Commission, the Taiwan "SEC" in Taipei, the New Zealand Securities Commission, the Australian Law Council Section on International Law in Melbourne, the David Hume Institute in Edinburgh, the German-American Lawyers' Association in Munich, the International Law Society of South Africa, the Buenos Aires Stock Exchange, the Finnish Banking Lawyers Association in Helsinki, the Swedish Banking Lawyers Association in Stockholm, and the Ministry of Internal Affairs, Economic Crimes Department of the Russian Federation in Moscow. He also has served as a member of the FINRA National Adjudicatory Council (NAC).

Professor Steinberg received his undergraduate degree at the University of Michigan and his law degrees at the University of California, Los Angeles (J.D.) and Yale University (LL.M.). He clerked for Judge Stanley N. Barnes of the U.S. Court of Appeals for the Ninth Circuit, extern clerked for Judge Anthony J. Celebrezze of the Sixth Circuit, was legislative counsel to U.S. Senator Robert P. Griffin and served as the adviser to former U.S. Supreme Court Justice Arthur J. Goldberg for the Federal Advisory Committee Report on Tender Offers.

Professor Steinberg was an enforcement attorney at the U.S. Securities and Exchange Commission, and thereafter became special projects counsel. In that position, he directly assisted the SEC’s General Counsel in a wide variety of projects and cases and served as the General Counsel’s confidential legal adviser.

Professor Steinberg has authored approximately 150 law review articles and 40 books, is editor-in-chief of The International Lawyer, editor-in-chief of The Securities Regulation Law Journal, and is an adviser to The Journal of Corporation Law. Professor Steinberg is a member of the American Law Institute.

Areas of Expertise

Business Enterprise Law
Securities Law
Legal Ethics

Education

A.B., University of Michigan
J.D., UCLA
LL.M., Yale University

Courses

Securities Regulation
Business Enterprise
Securities Litigation & Enforcement
Lawyering and Ethics for the Business Attorney
Director, Corporate Extern Program

Books

THE SEC vs. MARK CUBAN -- A TRIAL OF INSIDER TRADER (Twelve Tables Press, 2019)

THE FEDERALIZATION OF CORPORATE GOVERNANCE (Oxford University Press 2018)

UNDERSTANDING SECURITIES LAW (Carolina Academic Press 7th edition 2018)

ATTORNEY LIABILITY AFTER SARBANES-OXLEY (2018 Supplement) (Law Journal Press first published 2005)

SECURITIES PRACTICE: FEDERAL AND STATE ENFORCEMENT (Thomas/Reuters/2d ed. 2001 and 2019-2020 Supplement) (coauthored with Ralph C. Ferrara) (two volumes)

SECURITIES REGULATION (Carolina Academic Press 7th Edition 2017)

SECURITIES REGULATION: LIABILITIES AND REMEDIES (Release # 61, 2019) (Law Journal Press first published 1984)

LAWYERING AND ETHICS FOR THE BUSINESS ATTORNEY (West Academic 4th edition 2016)

SECURITIES LITIGATION: LAW, POLICY, AND PRACTICE (Carolina Academic Press 2016) (with Wendy Gerwick Couture, Daniel J. Morrissey & Michael Kaufman)

BUSINESS ENTERPRISES: LEGAL STRUCTURES, GOVERNANCE, AND POLICY (Carolina Academic Press 3rd edition 2016) (with Douglas M. Branson, Joan MacLeod Heminway, Mark J. Loewenstein & Manning Gilbert Warren)

INSIDE COUNSEL: PRACTICES, STRATEGIES AND INSIGHTS (West Academic 2015) (with Stephen B. Yeager)

INSIDER TRADING (3d edition) Oxford University Press (2010) (co-authored)

INTERNATIONAL SECURITIES LAW: A CONTEMPORARY AND COMPARATIVE ANALYSIS (1999) (Recipient of the SMU author’s award, presented by Dedman College, Godbey Lecture Series)

DEVELOPMENTS IN BUSINESS LAW AND POLICY (2012)

Articles

The Federalization of Corporate Governance -- An Evolving Process, 50 Loyola University Chicago Law Journal 539 (2019)
Full-text: SSRN | SMU Repository

The Litigation Privilege as a Shelter for Miscreant Legal Counsel, Vol. 97, No. 1, Oregon Law Review (2018) (coauthored)
Full-text: SSRN | SMU Repository

Texas Gulf Sulphur at Fifty — A Contemporary and Historical Perspective, 71 SMU Law Review 625 (2018)
Full-text: SSRN | SMU Repository

Laxity at the Gates: The SEC's Neglect to Enforce Control Person Liability, 11 Virginia Law & Business Review 201 (2017) (coauthored)
Full-text: SSRN | SMU Repository

The SEC's Neglected Weapon: A Proposed Amendment to Section 17(a)(3) and the Application of Negligent Insider Trading, 19 University of Pennsylvania Journal of Business Law (2017) (coauthored)
Full-text: SSRN | SMU Repository

From the Regulatory Abyss: The Weakened Gatekeeping Incentives under the Uniform Securities Act, 35 Yale Law & Policy Review 1 (2016) (coauthored)
Full-text: SSRN | SMU Repository

Professor Alan R. Bromberg's Rule 10B-5, 68 SMU Law Review 617 (2015)
Full-text: SSRN | SMU Repository

Pleading Securities Fraud Claims - Only Part of the Story, 45 Loyola University (Chicago) Law Journal 603 (2014) (Symposium Issue)
Full-text: SSRN | SMU Repository

The Emergence of a New Battleground: Liability for Secondary Market Violations in Ontario, 48 International Lawyer 17 (2014) (coauthored)
Full-text: SSRN | SMU Repository

Transnational Dealings -- Morrison Continues to Make Waves, 46 International Lawyer 829 (2012) (coauthored)
Full-text: SSRN | SMU Repository

Enhanced "Blue Sky" Enforcement, 50 Washburn Law Journal 563 (2011)
Full-text: SSRN | SMU Repository

The Assault on Section 11 of the Securities Act: A Study in Judicial Activism, 63 Rutgers Law Review 1 (2010) (coauthored)
Full-text: SSRN | SMU Repository

Attorney Conflict Delimmas in Parent-Subsidiary Related Party Transactions, 38 Securities Regulation Law Journal 381 (2010)
Full-text: SSRN | SMU Repository

A Prolonged Slump for "Plaintiff-Pitchers:" The Narrow "Strike Zone" for Securities Plaintiffs in the Fourth Circuit, 88 North Carolina Law Review 1923 (2010) (coauthored)
Full-text: SSRN | SMU Repository

Blurring the Lines Between Pleading Doctrines: The Enhanced Rule 8(a)(2) Plausibility Pleading Standard Converges With the Heightened Pleading Standards Under Rule 9(b) and the PSLRA, 30 University of Texas Review of Litigation 1 (2010) (coauthored)
Full-text: SSRN | SMU Repository

'Disney' Goes Goofy: Agency, Delegation, and Corporate Governance, 60 Hastings Law Journal 201 (2008) (coauthored)
Full-text: SSRN | SMU Repository

Examining the Pipeline: A Contemporary Assessment of Private Investments in Public Equity (“PIPES”), 11 University of Pennsylvania Journal of Business Law 1 (2008) (coauthored)
Full-text: SSRN | SMU Repository

Attorney Liability Under the State Securities Laws: Landscapes and Minefields, 3 University of California, Berkeley Business Law Journal 1 (2005) (coauthored)
Full-text: SSRN | SMU Repository

Minimizing Corporate Liability Exposure When the Whistle Blows in the Post Sarbanes-Oxley Era, 30 Journal of Corporation Law 445 (2005) (coauthored)
Full-text: SSRN | SMU Repository

Forward: Symposium on International Company and Securities Law, 37 International Lawyer 1 (2003)
Full-text: SSRN | SMU Repository

Lurking in the Shadows: The Hidden Issues of the Securities and Exchange Commission's Regulation FD, 27 Journal of Corporation Law 173 (2002) (coauthored)
Full-text: SSRN | SMU Repository

The SEC and the Securities Industry Respond to September 11th, 26 International Lawyer 131 (2002)
Full-text: SSRN | SMU Repository

Short-Form Mergers in Delaware, 27 Delaware Journal of Corporate Law 489 (2002)
Full-text: SSRN | SMU Repository

Legal Reform and the Importance of Robust Securities Markets, published in International Financial Sector Reform, at 45 (2002)
Full-text: SSRN | SMU Repository

The Development of Internationally Acceptable Accounting Standards: A Universal Language for Finance in the 21st Century, 27 Securities Regulation Law Journal 324 (1999) (coauthored) [Republished in Yearbook of International Financial and Economic Law - 1998, at 87 (1999) and in International Financial Sector Reform, at 87 (2002)]
Full-text: SSRN | SMU Repository

Insider Trading, Selective Disclosure and Prompt Disclosure: A Comparative Analysis, 22 University of Pennsylvania Journal of International Economic Law 635 (2001)
Full-text: SSRN | SMU Repository

The "Accredited" Individual Purchaser Under SEC Regulation D: Time to Up the Ante, 29 Securities Regulation Law Journal 93 (2001) [column]
Full-text: SSRN | SMU Repository

Corporate Counsel: Roles and Liabilities, 52 SMU Law Review 707 (1999), 64 Journal of Air Law and Commerce 663 (1999)
Full-text: SSRN | SMU Repository

Securities Arbitration in the United States, published in YEARBOOK OF INTERNATIONAL FINANCIAL AND ECONOMIC LAW - 1997 at 251 (1999)
Full-text: SSRN | SMU Repository

The Private Securities Litigation Reform Act: Contribution and Proportionate Liability, 25 Securities Regulation Law Journal 333 (1997) (coauthored)
Full-text: SSRN | SMU Repository

Book Chapters

Emerging Capital Securities Markets: Tasks, Challenges and Objectives, published in A NEW INTERNATIONAL FINANCIAL ARCHITECTURE: A VIABLE APPROACH, at 237 (The British Institute of International and Comparative Law 2001)

Presentations

Corporate Governance - A U.S. Perspective
Luncheon Presentation
University of Tokyo School of Law
Tokyo (July 12, 2019)

The Federalization of Corporate Governance
Luncheon Presentation
UCLA School of Law
Los Angeles (October 4, 2018)

Insider Trading -- A View from the U.S.
Lecture
University of New South Wales Faculty of Law
Sydney (March 13, 2018)

U.S. Insider Trading Law -- A Study in Arbitrary and Uncertain Application
Lecture
University of Bocconi, Department of Legal Studies
Milan (March 15, 2017)

Expanding Liability of Corporate Counsel in the U.S.
Lecture
University of Cambridge Centre for Corporate and Commercial Law
Cambridge (November 24, 2016)

Teaching Law School
Speaker
Association of Corporate Counsel Annual Meeting
Boston (October 19, 2015)

Effective and Ethical Pre-Filling Strategies for Investigating and Pleading Securities Fraud Claims
Speaker
Annual Institute for Investor Protection Conference
Loyola University University School of Law
Chicago (October 25, 2013)

Competition and Financial Regulation
Speaker
National Law School of India University
Bangalore, India (May 1, 2012)
(by Skype)

Corporate Governance – A Master Class 2011
Speaker
Practising Law Institute
New York City (February 16, 2011)

Roundtable on Corporate Raiding
Participant
Insider Trading and the World Financial Crisis
Moscow State University (May 28, 2009)

The Second Annual Institute on Securities Fraud
Speaker
American Bar Association, Section of Business Law
Washington, D.C. (October 26, 2007)

Recent Developments in U.S. and European Securities Regulation
Public Lecture
University of Hong Kong (October 5, 2004)

Securities and Futures Commission (SFC)
Training Seminar
Hong Kong (October 8, 2004)

Corporate/Securities Attorneys: Ethical and Liability Concerns
Program Sponsored by the Practising Law Institute and Vanderbilt University School of Law
Nashville, TN (2002)

Ethical and Legal Challenges Facing Securities Lawyers
The Association of the Bar of the City of New York (2001)

Ethical and Legal Issues Facing Securities Lawyers
Thirty-First Annual Institute on Securities Regulation
Practising Law Institute (1999)

Emerging Capital Markets: Proposals for Consideration
ABA Annual Meeting, Section of Business Law
Toronto, Canada (1998)

Capital Markets Reform in Emerging Markets: Selective Lessons from the United States Models
100th Anniversary of the University of Peking
Beijing, China (1998)

Insider Trading and Government Enforcement
Perth, Australia (1998)

The U.S. Corporate Attorney -- Ethical and Legal Issues
Tokyo, Japan (1997)

Media

Other

Distinguished Visiting Scholar, University of New South Wales, Sydney (March 2018)

Visiting Professor, Bocconi University, Milan (March 2017)

Visiting Academic Fellow, Lauterpacht Centre of International Law, University of Cambridge, Cambridge (November 2016)

Member, National Adjudicatory Council (NAC), Financial Industry Regulatory Authority (FINRA) (2012-2014)

Academic Advisory Board
BLACK'S LAW DICTIONARY

Visiting Professor of Law, Bar Ilan University (March 2013)

Visiting Professor of Law, University of London (October 2012)

Paul Hastings Visiting Professor, Faculty of Law, Hong Kong University (Oct. 1-10, 2004)