Johnson, Lyman

Lyman Johnson


(651) 962-4850
(800) 328-6819, Ext. 2-4850

1000 LaSalle Ave.
Minneapolis, MN 55403

Office Location: MSL 422

J.D., University of Minnesota Law School

B.A., Carleton College, Northfield, Minn.

Professor Johnson has served at the School of Law since 2008 as the Laurence and Jean LeJeune Distinguished Chair in Law and Professor.  Professor Johnson also holds the Robert O. Bentley professorship at the Washington and Lee University School of Law where he has taught since 1985.  Over the years, he has taught business associations, securities regulation, corporate finance, and business planning courses.

Professor Johnson’s scholarship is in the business law area, and it has appeared in such journals, among others, as the Boston University Law Review, Columbia Law Review, Michigan Law Review, George Washington Law Review, The Business Lawyer, The Delaware Journal of Corporate Law, The Journal of Corporation Law, Vanderbilt Law Review, and the Texas Law Review.   His scholarship has been cited by judges, in their own scholarly writings, presentations, and in judicial decisions, including in In re the Walt Disney Company Derivative Litigation, 2005 WL 2056651 (Del. Ch. 2005), where two of his articles on fiduciary duties were cited.  His article on the business judgment rule was voted by American corporate law professors to be one of the “Top 10” corporate and securities law articles in the country for the year 2005.  He has spoken at dozens of conferences around the country on a broad range of topics.  Professor Johnson has served as an expert witness for, or advisor to, many different law firms on numerous significant business law and securities issues. 

Professor Johnson is a member of The American Law Institute, where currently he is a member of the Consultative Group for the Principles of The Law of Nonprofit Organizations project, a project addressing director and officer fiduciary duties.  He is also a member of the Business Associations section and the Socio-Economics section of the Association of American Law Schools (AALS).  He is Chair-Elect of the AALS Section of Agency, Partnerships, and Limited Liability Companies, and since 2009 he has served on the Executive Committee for that Section.  He is a founding Executive Committee member for the new AALS Section on Transactional Lawyering.

Professor Johnson received a B.A., magna cum laude and with distinction in economics, from Carleton College in 1973.  He is a member of Phi Beta Kappa.  He received his J.D., magna cum laude, from the University of Minnesota Law School in 1978.  Prior to teaching law full-time, Professor Johnson was a partner in the law firm of Stacker, Ravich and Simon, Minneapolis-St. Paul, which was merged into and became part of the law firm now known as Robins, Kaplan, Miller & Ciresi.  He was a member of the Minnesota bar from 1978 until 2001, and since 1988, he has been a member of the Virginia bar, currently on associate status.  He is a member of the American Bar Association.


Courses Taught

Number Title Credits
700 Business Associations 4
950 Supervised Resrch & Writing .5

Areas of Academic Expertise:

Business Law
Corporate Law
Mergers and Acquisitions
Hostile Takeovers

From the article "Grand Ideas: Faculty members describe the best ideas from their scholarship" St. Thomas Lawyer Magazine Fall 2011

In recent years, I have been exploring and developing the law of fiduciary duties as they apply to corporate officers, a surprisingly neglected area. My work has emerged as the leading work in this area, for which I am grateful. I now am investigating various aspects of this, for example, the faith connection to duties and how wrongdoers might be sanctioned in novel ways, for example, by barring
them from serving in comparable leadership positions within corporations.

Upcoming: A study of gender and voting patterns in securities cases, and how law contributes (or doesn’t) to corporate responsibility.

Virginia State Bar Annual Meeting - "Family Feuds, Shareholder Oppression and Judicial Remedies"

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Business Law Prof Blog - "Hobby Lobby - A Landmark Corporate Law Decision"

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First Annual Workshop for Corporate & Securities Litigation - "The Dwindling of Revlon"

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Lyman Johnson, R. Danforth, & D. Millon, Reforming the Third Year of Law School, in Reforming Legal Education: Law Schools at the Crossroads (David D. Moss & Debra Moss Curtis, eds., Information Age Pub., 2012).


Lyman Johnson, Michelle M. Harner & Jason A. Cantone, Gender and Securities Law in the Supreme Court, 33 Women’s Rts. L. Rep. (forthcoming 2012).

Lyman Johnson, Law and Legal Theory in the History of Corporate Responsibility: Corporate Personhood, 35 Seattle U. L. Rev. 1135 (2012).

Lyman Johnson & Rob Ricca, Reality Check on Officer Liability, 67 Bus. Law. (2011).

Lyman Johnson, Law and the History of Corporate Responsibility (Ctr. for Ethical Business Cultures, History of Corporate Responsibility Project Working Paper No. #6, 2011).

Lyman Johnson, Enduring Equity in the Close Corporation, 33 W. New Eng. L. Rev. 313 (2011).

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Lyman Johnson, Debarring Faithless Corporate and Religious Fiduciaries in Bankruptcy, 19 Am. Bankr. Inst. L. Rev. 523 (2011).

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Lyman Johnson, Delaware’s Non-Waivable Duties, 91 B.U. L. Rev. 701 (2011).

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Lyman Johnson, Beyond the Inevitable and Inadequate Regulation of Bankers: A Comment on Painter, 8 U. St. Thomas L.J. 29 (2010).

Lyman Johnson, Re-Enchanting the Corporation, 1 Wm. & Mary Bus. L. Rev. 83 (2010). 

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Lyman Johnson, Counter-Narrative in Corporate Law: Saints and Sinners, Apostles and Epistles, 2009 Mich. St. L. Rev. 847 (2009).

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Lyman Johnson & Dennis Garvis, Are Corporate Officers Advised About Fiduciary Duties?, 64  Bus. Law. 1105 (2009).

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Lyman Johnson, Corporate Law Professors as Gatekeepers, 6 U. St. Thomas L.J. 447 (2009).

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Lyman Johnson, A Fresh Look at Director "Independence": Mutual Fund Fee Litigation and Gartenberg at Twenty-Five, 61 Vand. L. Rev. 497 (2008).

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Lyman Johnson, A Role for Law and Lawyers in Educating (Christian) Business Managers About Corporate Purpose, U. St. Thomas Legal Stud. Res. Paper No. 08-22 (2008).

Lyman Johnson, Having The Fiduciary Duty Talk: Model Advice for Corporate Officers (and other Senior Agents), 63 Bus. Law. 147 (2007).

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Lyman Johnson & Robert V. Ricca, (Not) Advising Corporate Officers About Fiduciary Duties, 42 Wake Forest L. Rev. 663 (2007).

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Lyman Johnson, Faith and Faithfulness in Corporate Theory, 56 Cath. U. L. Rev. 1 (2006).

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Lyman Johnson, The Audit Committee’s Ethical and Legal Responsibilities: The State Law Perspective, 47  S. Tex. L. Rev. 27 (2005).

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Lyman Johnson, Corporate Officers and the Business Judgment Rule, 60 Bus. Law. 439 (2005).

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Lyman Johnson & David Millon, Recalling Why Corporate Officers Are Fiduciaries, 46 Wm. & Mary L. Rev. 1597 (2004).

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Lyman Johnson & Mark A. Sides, The Sarbanes-Oxley Act and Fiduciary Duties, 30 Wm. Mitchell L. Rev. 1149 (2004).

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Lyman Johnson, After Enron: Remembering Loyalty Discourse in Corporate Law, 28 Del. J. Corp. L. 27 (2003).

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Lyman Johnson, Reclaiming an Ethic of Corporate Responsibility, 70 Geo. Wash. L. Rev. 957 (2002).

Lyman Johnson, The Social Responsibility of Corporate Law Professors, 76 Tul. L. Rev. 1483 (2002).

Lyman Johnson, Corporate and Business Law, 35 U. Rich. L. Rev. 499 (2001).

Lyman Johnson, The Modest Business Judgment Rule, 55 Bus. Law. 625 (2000).

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Lyman Johnson, Misunderstanding Director Duties: The Strange Case of Virginia, 56 Wash. & Lee L. Rev. 1127 (1999).

Lyman Johnson, Rethinking Judicial Review of Director Care, 24 Del. J. Corp. L. 787 (1999).

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Lyman Johnson, New Approaches to Corporate Law, 50 Wash. & Lee L. Rev. 1713 (1993).

Lyman Johnson & David Millon, Corporate Takeovers and Corporate Law: Who’s In Control?, 61 Geo. Wash. L. Rev. 1177 (1993).

Lyman Johnson, Making (Corporate) Law in a Skeptical World, 49  Wash. & Lee L. Rev. 161 (1992).

Lyman Johnson, Securities Fraud and the Mirage of Repose, 1992 Wis. L. Rev.  607 (1992).

Lyman Johnson, Sovereignty Over Corporate Stock, 16 Del. J. Corp. L. 485 (1991).

Lyman Johnson & David Millon, The Case Beyond Time, 45 Bus. Law. 2105 (1990).

Lyman Johnson, The Delaware Judiciary and the Meaning of Corporate Life and Corporate Law, 68 Tex. L. Rev. 865 (1990).

Lyman Johnson & Steve Patterson, The Reincarnation of Rule 152: False Hope on the Integration Front, 46 Wash. & Lee L. Rev. 539 (1989).

Lyman Johnson & David Millon, Misreading the Williams Act, 87 Mich. L. Rev.  1862 (1989).

Lyman Johnson & David Millon, Missing the Point about State Takeover Statutes, 87 Mich. L. Rev. 846 (1989).

Lyman Johnson & David Millon, Does the Williams Act Preempt State Common Law in Hostile Takeovers?, 16 Sec. Reg. & L.J. 336 (1989).

Lyman Johnson, The Eventual Clash Between Judicial and Legislative Notions of Target Management Conduct, 14 J. Corp. L. 35 (1988).

Lyman Johnson, State Takeover Statutes: Constitutionality, Community, and Heresy, 45 Wash. & Lee L. Rev. 1051 (1988).

Lyman Johnson, Minnesota’s Control Share Acquisition Statute and the Need for New Judicial Analysis of State Takeover Legislation, 12 Wm. Mitchell L. Rev. 183 (1986).

Law and the History of Corporate Responsibility: Corporate Governance

Johnson, Lyman, Law and the History of Corporate Responsibility: Corporate Governance (2014). 10 University of St. Thomas Law Journal 974 (2014); U of St. Thomas (Minnesota) Legal Studies Research Paper No. 14-21; Washington & Lee Legal Studies Paper Forthcoming. 

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Short Pieces

Lyman Johnson, Innovative Transactional Pedagogies: Techniques to Teach Substance and Skill in Contract Drafting: In-Office Meetings and Analytical Memos, 12 Transactions: Tenn. J. Bus. L. 260 (2011).

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Lyman Johnson, A Tribute to Joseph Edward Ulrich, 67 Wash. & Lee L. Rev. 12 (2010).

Lyman Johnson & Neil Hamilton, Our National Challenge: A Blueprint for Restoring the Public Trust, 6 U. St. Thomas L.J. 397 (2009).

"Comments on the HHS' Flawed Post-Hobby Lobby Rules"

Johnson, Lyman and Bainbridge, Stephen M. and Millon, David and Meese, Alan J. and Colombo, Ronald J. and McDonnell, Brett and Oman, Nathan B., Comments on the HHS' Flawed Post-Hobby Lobby Rules (October 21, 2014). Available at SSRN:

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Book Reviews

Lyman Johnson, Individual and Collective Sovereignty in the Corporate Enterprise, 92 Colum. L. Rev. 2215 (1992) (reviewing Frank H. Easterbrook & Daniel R. Fischel, The Economic Structure of Corporate Law (Harvard U. Press, 1991) and Robert N. Bellah et al., The Good Society (NY: Alfred A. Knopf, 1991)).