D. Gordon Smith

D. Gordon Smith
D. Gordon Smith
Nationality	American
Alma mater	Brigham Young University (B.A.); University of Chicago Law School (JD)
Occupation	Law professor
Employer	Brigham Young University
Academic work
Institutions	J. Reuben Clark Law School ; University of Wisconsin Law School ; Lewis & Clark Law School

Last updated April 26, 2024

D. Gordon Smith (born 16 November 1962) was the dean of the J. Reuben Clark Law School (BYU Law) of Brigham Young University (BYU) from 2016 to 2023. Smith has taught classes in business associations, contracts, corporate finance, law & entrepreneurship, and securities regulation.^[1]

Smith was born in Bremerton, Washington. He received a bachelor's degree in accounting from the Marriott School of Business at BYU in 1986. He then attended the University of Chicago Law School where he earned his Juris Doctor degree in 1990. After graduating, he worked as a judicial law clerk for W. Eugene Davis on the U.S. Court of Appeals for the Fifth Circuit. Smith then spent three years with the law firm of Skadden, Arps, Slate, Meagher & Flom before joining the faculty of Lewis and Clark Law School. After working on the faculty for a few years, he became a professor at the University of Wisconsin Law School until 2007 when he joined the BYU Law faculty with the appointment of Glen L. Farr Professor of Law.

Smith's main expertise is in business law. He co-authored with Cynthia Williams the casebook Business Organizations: Cases, Problems and Case Studies.

Publications

Casebooks

Fiduciary Law: Cases and Materials, (forthcoming Wolters Kluwer) (with Evan Criddle, Andrew Gold & Paul Miller).
Business Organizations: Cases, Problems & Case Studies, (3d ed. Wolters Kluwer 2012) (with Cynthia A. Williams).

Treatises

Bromberg & Ribstein on Partnerships, (3d ed. Wolters Kluwer 2019) (with Christine Hurt).
Bromberg & Ribstein on Limited Liability Partnerships, the Revisited Uniform Partnership Act, and the Uniform Limited Partnership Act, (2d. ed. Wolters Kluwer 2020) (with Christine Hurt).

Handbooks

Handbook on Law and Entrepreneurship, (forthcoming Cambridge University Press 2021) (with Brian Broughman & Christine Hurt).
Research Handbook on Fiduciary Law, (Edward Elgar 2018) (with Andrew Gold).

General Law Review Articles

Insider Trading and Entrepreneurial Action, 95 N.C. L. Rev. 1507 (2017)
Family Law and Entrepreneurial Action, 77 Ohio St. L.J.: Furthermore 31 (2016) (response to Benjamin Means, The Contractual Foundation of Family-Business Law, 75 Ohio St. L.J. 675 (2014)). [SSRN]^[2]
Fiduciary Discretion, 5 Ohio St. L.J. 609 (2014) (with Jordan C. Lee). [SSRN]^[3]
Private Ordering with Shareholder Bylaws, 80 Fordham L. Rev. 125 (2011) (with Matthew Wright & Marcus Kai Hintze), reprinted in 54 Corporate Practice Commentator 147 (2012). [SSRN]^[4]
Contracts as Organizations, 51 Ariz. L. Rev. 1 (2009) (with Brayden King) (published with commentary by Robert P. Bartlett, III & Anna Gelpern). [SSRN]^[5]
Entrepreneurs on Horseback: Reflections on the Organization of Law, 50 Ariz. L. Rev. 71 (2008) (with Darian M. Ibrahim). [SSRN]^[6]
The Dystopian Potential of Corporate Law, 57 Emory L.J. 985 (2008) (published with a companion piece: Kent Greenfield, Saving the World with Corporate Law, 57 Emory L.J. 948 (2008)). [SSRN]^[7]
The Exit Structure of Venture Capital, 53 UCLA L. Rev. 315 (2005) (selected as one of the Best Corporate & Securities Articles of 2006 in a poll of corporate and securities law professors). [SSRN]^[8]
The Critical Resource Theory of Fiduciary Duty, 55 Vand. L. Rev. 1399 (2002). [SSRN]^[9]
Toward a New Theory of the Shareholder Role: “Sacred Space” in Corporate Transactions, 80 Texas L. Rev. 261 (2001) (with Robert B. Thompson), reprinted in 44 Corporate Practice Commentator 453 (2002) (selected as one of the Best Corporate & Securities Articles of 2002 in a poll of corporate and securities law professors). [SSRN]^[10]
The Shareholder Primacy Norm, 23 J. Corp. L. 277 (1998). [SSRN]^[11]
Corporate Governance and Managerial Incompetence: Lessons From Kmart, 74 N.C. L. Rev. 1037 (1996). [SSRN]^[12]
Beyond “Public Concern”: New Free Speech Standards for Public Employees, 57 U. Chi. L. Rev. 249 (1990) (student comment).

Articles Published as Part of a Symposium

Contractually Adopted Fiduciary Duty, 2014 U. Ill. L. Rev. 1793, for “Larry Ribstein Memorial Symposium,” sponsored by the University of Illinois College of Law, October 17–18, 2013. [SSRN]^[13]
Law and Entrepreneurial Opportunities, 98 Cornell L. Rev. 1533 (2013), (with Darian Ibrahim) for “Symposium on Law and Entrepreneurship,” sponsored by Cornell Law School, New York City, NY on November 2, 2012. [SSRN]^[14]
Unpacking Adaptability, 2009 BYU L. Rev. 1553 (with Andreas Engert), for “BYU Law Review Symposium on Evaluating Legal Origins Theory,” sponsored by J. Reuben Clark Law School, Brigham Young University, Provo, Utah on February 6, 2009. [SSRN]^[15]
A Case Study of Bloggership, 84 Wash. U. L.Q. 1135 (2006), for “Bloggership: How Blogs are Transforming Legal Scholarship,” sponsored by Harvard Law School, Cambridge, Massachusetts on April 28, 2006. [SSRN]^[16]
The “Branding Effect” of Contracts, 12 Harv. Negot. L. Rev. 189 (2007), for “Conference on Case Studies and Negotiations,” sponsored by Harvard Law School, Cambridge, Massachusetts on April 26, 2006. [SSRN]^[17]
Law & Entrepreneurship: Do Courts Matter?, 1 Entrepreneurial Bus. L.J. 353 (2006) (with Masako Ueda), for “Location, Luck, or the Law: Why Some Venture Capital Communities Flourish,” sponsored by The Ohio State University Michael E. Moritz College of Law, Columbus, Ohio on March 17, 2006. [SSRN]^[18]
The Exit Structure of Strategic Alliances, 2005 U. Ill L. Rev. 303 (2005), for “Uncorporation: A New Age?,” sponsored by the University of Illinois College of Law, Chicago, Illinois on April 23, 2004. [SSRN]^[19]
Independent Legal Significance, Good Faith, and the Interpretation of Venture Capital Contracts, 40 Willamette L. Rev. 825 (2004), for “Venture Capital after the Bubble,” sponsored by Willamette University College of Law, Portland, Oregon on March 5, 2004. [SSRN]^[20]
A Proposal to Eliminate Director Standards From the Model Business Corporations Act, 67 U. Cin. L. Rev. 1201 (1999), for “Twelfth Annual Conference on Corporate Law,” sponsored by University of Cincinnati School of Law, Cincinnati, Ohio on March 11, 1999. [SSRN]^[21]
Team Production in Venture Capital Investing, 24 J. Corp. L. 949 (1999), for “Sloan Conference on Team Production in Business Associations,” sponsored by Georgetown Law Center, Washington, D.C. on March 4–5, 1999. [SSRN]^[22]
Venture Capital Contracting in the Information Age, 2 J. Small & Emerging Bus. L. 133 (1998), for “Financing Innovation: The Future of Capital Formation for Small and Emerging Businesses,” sponsored by Northwestern School of Law of Lewis & Clark College, Portland, Oregon on September 26, 1997. [SSRN]^[23]
Chancellor Allen and the Fundamental Question, 21 Seattle U. L. Rev. 577 (1998), for “A Tribute to Chancellor William T. [SSRN]^[24]

Book chapters

Firms and Fiduciaries, in Contract, Status, and Fiduciary Law 293 (Andrew Gold & Paul Miller eds., 2016). [SSRN]^[25]
The Modern Business Judgment Rule, in Research Handbook on Mergers and Acquisitions 83 (Steven Davidoff Solomon & Claire Hill eds., 2016). [SSRN]^[26]
Doctrines of Last Resort, in Revisiting the Contracts Scholarship of Stewart Macaulay: On the Empirical and the Lyrical (Jean Braucher, John Kidwell & William Whitford, eds. 2013), for a conference sponsored by the University of Wisconsin Law School, Madison, Wisconsin on October 21, 2011. [SSRN]^[27]
The Role of Shareholders in the Modern American Corporation, in Research Handbook on the Economics of Corporate Law 52 (Claire A. Hill & Brett H. McDonnell eds., 2012). [SSRN]^[28]
Commons, Hurst, Macaulay, and the Wisconsin Legal Tradition, in The Elgar Companion to Transaction Cost Economics 66 (Peter G. Klein & Michael E. Sykuta eds., 2010). [SSRN]^[29]
Duties of Nominee Directors, in Comparative Company Law: A Case-Based Approach, (Mathias Siems & David Cabrelli eds., 2013).

Sources

Related Research Articles

A shareholder of corporate stock refers to an individual or legal entity that is registered by the corporation as the legal owner of shares of the share capital of a public or private corporation. Shareholders may be referred to as members of a corporation. A person or legal entity becomes a shareholder in a corporation when their name and other details are entered in the corporation's register of shareholders or members, and unless required by law the corporation is not required or permitted to enquire as to the beneficial ownership of the shares. A corporation generally cannot own shares of itself.

Corporate governance are mechanisms, processes and relations by which corporations are controlled and operated ("governed").

<span class="mw-page-title-main">Limited liability company</span> US form of a private limited company

A limited liability company (LLC) is the United States-specific form of a private limited company. It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation. An LLC is not a corporation under the laws of every state; it is a legal form of a company that provides limited liability to its owners in many jurisdictions. LLCs are well known for the flexibility that they provide to business owners; depending on the situation, an LLC may elect to use corporate tax rules instead of being treated as a partnership, and, under certain circumstances, LLCs may be organized as not-for-profit. In certain U.S. states, businesses that provide professional services requiring a state professional license, such as legal or medical services, may not be allowed to form an LLC but may be required to form a similar entity called a professional limited liability company (PLLC).

Shareholder activism is a form of activism in which shareholders use equity stakes in a corporation to put pressure on its management. A fairly small stake may be enough to launch a successful campaign. In comparison, a full takeover bid is a much more costly and difficult undertaking. The goals of shareholder activism range from financial to non-financial. Shareholder activists can address self-dealing by corporate insiders, although large stockholders can also engage in self-dealing to themselves at the expense of smaller minority shareholders.

A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties. Typically, a fiduciary prudently takes care of money or other assets for another person. One party, for example, a corporate trust company or the trust department of a bank, acts in a fiduciary capacity to another party, who, for example, has entrusted funds to the fiduciary for safekeeping or investment. Likewise, financial advisers, financial planners, and asset managers, including managers of pension plans, endowments, and other tax-exempt assets, are considered fiduciaries under applicable statutes and laws. In a fiduciary relationship, one person, in a position of vulnerability, justifiably vests confidence, good faith, reliance, and trust in another whose aid, advice, or protection is sought in some matter. In such a relation, good conscience requires the fiduciary to act at all times for the sole benefit and interest of the one who trusts.

A fiduciary is someone who has undertaken to act for and on behalf of another in a particular matter in circumstances which give rise to a relationship of trust and confidence.

<span class="mw-page-title-main">Piercing the corporate veil</span> Temporary rescission of corporate personhood

Piercing the corporate veil or lifting the corporate veil is a legal decision to treat the rights or duties of a corporation as the rights or liabilities of its shareholders. Usually a corporation is treated as a separate legal person, which is solely responsible for the debts it incurs and the sole beneficiary of the credit it is owed. Common law countries usually uphold this principle of separate personhood, but in exceptional situations may "pierce" or "lift" the corporate veil.

Dodge v. Ford Motor Co., 204 Mich 459; 170 NW 668 (1919), is a case in which the Michigan Supreme Court held that Henry Ford had to operate the Ford Motor Company in the interests of its shareholders, rather than in a manner for the benefit of his employees or customers. It is often taught as affirming the principle of "shareholder primacy" in corporate America, although that teaching has received some criticism. At the same time, the case affirmed the business judgment rule, leaving Ford an extremely wide latitude about how to run the company.

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The duty of loyalty is often called the cardinal principle of fiduciary relationships, but is particularly strict in the law of trusts. In that context, the term refers to a trustee's duty to administer the trust solely in the interest of the beneficiaries, and following the terms of the trust. It generally prohibits a trustee from engaging in transactions that might involve self-dealing or even an appearance of conflict of interest. Furthermore, it requires a fiduciary to deal with transparency regarding material facts known to them in interactions with beneficiaries.

<span class="mw-page-title-main">Internal affairs doctrine</span>

The internal affairs doctrine is a choice of law rule in corporations law. Simply stated, it provides that the "internal affairs" of a corporation will be governed by the corporate statutes and case law of the state in which the corporation is incorporated, sometimes referred to as the lex incorporationis.

The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth and as an international standard setter, UK law has always given people broad freedom to design the internal company rules, so long as the mandatory minimum rights of investors under its legislation are complied with.

Codetermination in Germany is a concept that involves the right of workers to participate in management of the companies they work for. Known as Mitbestimmung, the modern law on codetermination is found principally in the Mitbestimmungsgesetz of 1976. The law allows workers to elect representatives for almost half of the supervisory board of directors. The legislation is separate from the main German company law Act for public companies, the Aktiengesetz. It applies to public and private companies, so long as there are over 2,000 employees. For companies with 500–2,000 employees, one third of the supervisory board must be elected.

<span class="mw-page-title-main">United States corporate law</span> Overview of United States corporate law

United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governance rights, found mostly in the Securities Act of 1933 and the Securities and Exchange Act of 1934, as amended by laws like the Sarbanes–Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act. The US Constitution was interpreted by the US Supreme Court to allow corporations to incorporate in the state of their choice, regardless of where their headquarters are. Over the 20th century, most major corporations incorporated under the Delaware General Corporation Law, which offered lower corporate taxes, fewer shareholder rights against directors, and developed a specialized court and legal profession. Nevada has attempted to do the same. Twenty-four states follow the Model Business Corporation Act, while New York and California are important due to their size.

Shareholder oppression occurs when the majority shareholders in a corporation take action that unfairly prejudices the minority. It most commonly occurs in non-publicly traded companies, because the lack of a public market for shares leaves minority shareholders particularly vulnerable, since minority shareholders cannot escape mistreatment by selling their stock and exiting the corporation. The majority shareholders may harm the economic interests of the minority by refusing to declare dividends or attempting a squeezeout. The majority may physically lock the minority out of the corporate premises and even deny the minority the right to inspect corporate records and books, making it necessary for the minority to sue every time it wants to look at them. An important concept in law pertaining to shareholder oppression is the "reasonable expectations" of the minority shareholder. The "fair dealing" standard is also sometimes used by courts.

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References

↑ "BYU J. Reuben Clark Law School".
↑ Smith, D. Gordon (2016-03-22). "Family Law and Entrepreneurial Action". Rochester, NY. SSRN 2753140.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon; Lee, Jordan (2014-06-05). "Fiduciary Discretion". Rochester, NY. doi:10.2139/ssrn.2238287. S2CID 235263477. SSRN 2238287.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon; Wright, Matthew G.; Hintze, Marcus Kai (2011-03-26). "Private Ordering with Shareholder Bylaws". Rochester, NY. SSRN 1797066.{{cite journal}}: Cite journal requires |journal= (help)
↑ King, Brayden; Smith, D. Gordon (2007-03-01). "Contracts as Organizations". Rochester, NY. SSRN 969816.{{cite journal}}: Cite journal requires |journal= (help)
↑ Ibrahim, Darian M.; Smith, D. Gordon (2008-03-01). "Entrepreneurs on Horseback: Reflections on the Organization of Law". Rochester, NY. SSRN 1030503.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (2007-03-01). "The Dystopian Potential of Corporate Law". Rochester, NY. SSRN 976742.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (2005-12-08). "The Exit Structure of Venture Capital". Rochester, NY. SSRN 272231.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (2002-11-18). "The Critical Resource Theory of Fiduciary Duty". Rochester, NY. SSRN 339100.{{cite journal}}: Cite journal requires |journal= (help)
↑ Thompson, Robert B.; Smith, D. Gordon (2001-09-18). "Toward a New Theory of the Shareholder Role: 'Sacred Space' in Corporate Takeovers". Rochester, NY. doi:10.2139/ssrn.280896. S2CID 152446369. SSRN 280896.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (1998-08-04). "The Shareholder Primacy Norm". Rochester, NY. SSRN 10571.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (1997-11-24). "Corporate Governance and Managerial Incompetence: Lessons from Kmart". Rochester, NY. SSRN 10038.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (2014-12-01). "Contractually Adopted Fiduciary Duty". Rochester, NY. SSRN 2571646.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon; Ibrahim, Darian M. (2013-02-18). "Law and Entrepreneurial Opportunities". Rochester, NY. SSRN 2220075.{{cite journal}}: Cite journal requires |journal= (help)
↑ Engert, Andreas; Smith, D. Gordon (2010-02-05). "Unpacking Adaptability". Rochester, NY. SSRN 1548264.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (2006-04-21). "A Case Study in Bloggership". Rochester, NY. SSRN 898178.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (2006-08-15). "The 'Branding Effect' of Contracts". Rochester, NY. SSRN 924184.{{cite journal}}: Cite journal requires |journal= (help)
↑ Ueda, Masako; Smith, D. Gordon (2006-11-09). "Law & Entrepreneurship: Do Courts Matter?". Rochester, NY. SSRN 943520.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (2005-04-20). "The Exit Structure of Strategic Alliances". Rochester, NY. SSRN 698403.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (2005-04-20). "Independent Legal Significance, Good Faith, and the Interpretation of Venture Capital Contracts". Rochester, NY. SSRN 698401.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (1999-05-06). "A Proposal to Eliminate Director Standards from the Model Business Corporation Act". Rochester, NY. SSRN 163572.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (1999-05-06). "Team Production in Venture Capital Investing". Rochester, NY. SSRN 163588.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (1998-08-04). "Venture Capital Contracting in the Information Age". Rochester, NY. doi:10.2139/ssrn.10559. SSRN 10559.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (1998-01-01). "Chancellor Allen and the Fundamental Question". Rochester, NY. SSRN 10556.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (2016-02-09). "Firms and Fiduciaries". Rochester, NY. SSRN 2729657.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (2015-06-19). "The Modern Business Judgment Rule". Rochester, NY. SSRN 2620536.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (2013-01-15). "Doctrines of Last Resort". Rochester, NY. SSRN 2330046.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (2011-08-13). "The Role of Shareholders in the Modern American Corporation". Rochester, NY. SSRN 1909227.{{cite journal}}: Cite journal requires |journal= (help)
↑ Smith, D. Gordon (2009-09-30). "Legal Precursors of Transaction Cost Economics". Rochester, NY. SSRN 1480519.{{cite journal}}: Cite journal requires |journal= (help)

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[1] "BYU J. Reuben Clark Law School".

[2] Smith, D. Gordon (2016-03-22). "Family Law and Entrepreneurial Action". Rochester, NY. SSRN 2753140.{{cite journal}}: Cite journal requires |journal= (help)

[3] Smith, D. Gordon; Lee, Jordan (2014-06-05). "Fiduciary Discretion". Rochester, NY. doi:10.2139/ssrn.2238287. S2CID 235263477. SSRN 2238287.{{cite journal}}: Cite journal requires |journal= (help)

[4] Smith, D. Gordon; Wright, Matthew G.; Hintze, Marcus Kai (2011-03-26). "Private Ordering with Shareholder Bylaws". Rochester, NY. SSRN 1797066.{{cite journal}}: Cite journal requires |journal= (help)

[5] King, Brayden; Smith, D. Gordon (2007-03-01). "Contracts as Organizations". Rochester, NY. SSRN 969816.{{cite journal}}: Cite journal requires |journal= (help)

[6] Ibrahim, Darian M.; Smith, D. Gordon (2008-03-01). "Entrepreneurs on Horseback: Reflections on the Organization of Law". Rochester, NY. SSRN 1030503.{{cite journal}}: Cite journal requires |journal= (help)

[7] Smith, D. Gordon (2007-03-01). "The Dystopian Potential of Corporate Law". Rochester, NY. SSRN 976742.{{cite journal}}: Cite journal requires |journal= (help)

[8] Smith, D. Gordon (2005-12-08). "The Exit Structure of Venture Capital". Rochester, NY. SSRN 272231.{{cite journal}}: Cite journal requires |journal= (help)

[9] Smith, D. Gordon (2002-11-18). "The Critical Resource Theory of Fiduciary Duty". Rochester, NY. SSRN 339100.{{cite journal}}: Cite journal requires |journal= (help)

[10] Thompson, Robert B.; Smith, D. Gordon (2001-09-18). "Toward a New Theory of the Shareholder Role: 'Sacred Space' in Corporate Takeovers". Rochester, NY. doi:10.2139/ssrn.280896. S2CID 152446369. SSRN 280896.{{cite journal}}: Cite journal requires |journal= (help)

[11] Smith, D. Gordon (1998-08-04). "The Shareholder Primacy Norm". Rochester, NY. SSRN 10571.{{cite journal}}: Cite journal requires |journal= (help)

[12] Smith, D. Gordon (1997-11-24). "Corporate Governance and Managerial Incompetence: Lessons from Kmart". Rochester, NY. SSRN 10038.{{cite journal}}: Cite journal requires |journal= (help)

[13] Smith, D. Gordon (2014-12-01). "Contractually Adopted Fiduciary Duty". Rochester, NY. SSRN 2571646.{{cite journal}}: Cite journal requires |journal= (help)

[14] Smith, D. Gordon; Ibrahim, Darian M. (2013-02-18). "Law and Entrepreneurial Opportunities". Rochester, NY. SSRN 2220075.{{cite journal}}: Cite journal requires |journal= (help)

[15] Engert, Andreas; Smith, D. Gordon (2010-02-05). "Unpacking Adaptability". Rochester, NY. SSRN 1548264.{{cite journal}}: Cite journal requires |journal= (help)

[16] Smith, D. Gordon (2006-04-21). "A Case Study in Bloggership". Rochester, NY. SSRN 898178.{{cite journal}}: Cite journal requires |journal= (help)

[17] Smith, D. Gordon (2006-08-15). "The 'Branding Effect' of Contracts". Rochester, NY. SSRN 924184.{{cite journal}}: Cite journal requires |journal= (help)

[18] Ueda, Masako; Smith, D. Gordon (2006-11-09). "Law & Entrepreneurship: Do Courts Matter?". Rochester, NY. SSRN 943520.{{cite journal}}: Cite journal requires |journal= (help)

[19] Smith, D. Gordon (2005-04-20). "The Exit Structure of Strategic Alliances". Rochester, NY. SSRN 698403.{{cite journal}}: Cite journal requires |journal= (help)

[20] Smith, D. Gordon (2005-04-20). "Independent Legal Significance, Good Faith, and the Interpretation of Venture Capital Contracts". Rochester, NY. SSRN 698401.{{cite journal}}: Cite journal requires |journal= (help)

[21] Smith, D. Gordon (1999-05-06). "A Proposal to Eliminate Director Standards from the Model Business Corporation Act". Rochester, NY. SSRN 163572.{{cite journal}}: Cite journal requires |journal= (help)

[22] Smith, D. Gordon (1999-05-06). "Team Production in Venture Capital Investing". Rochester, NY. SSRN 163588.{{cite journal}}: Cite journal requires |journal= (help)

[23] Smith, D. Gordon (1998-08-04). "Venture Capital Contracting in the Information Age". Rochester, NY. doi:10.2139/ssrn.10559. SSRN 10559.{{cite journal}}: Cite journal requires |journal= (help)

[24] Smith, D. Gordon (1998-01-01). "Chancellor Allen and the Fundamental Question". Rochester, NY. SSRN 10556.{{cite journal}}: Cite journal requires |journal= (help)

[25] Smith, D. Gordon (2016-02-09). "Firms and Fiduciaries". Rochester, NY. SSRN 2729657.{{cite journal}}: Cite journal requires |journal= (help)

[26] Smith, D. Gordon (2015-06-19). "The Modern Business Judgment Rule". Rochester, NY. SSRN 2620536.{{cite journal}}: Cite journal requires |journal= (help)

[27] Smith, D. Gordon (2013-01-15). "Doctrines of Last Resort". Rochester, NY. SSRN 2330046.{{cite journal}}: Cite journal requires |journal= (help)

[28] Smith, D. Gordon (2011-08-13). "The Role of Shareholders in the Modern American Corporation". Rochester, NY. SSRN 1909227.{{cite journal}}: Cite journal requires |journal= (help)

[29] Smith, D. Gordon (2009-09-30). "Legal Precursors of Transaction Cost Economics". Rochester, NY. SSRN 1480519.{{cite journal}}: Cite journal requires |journal= (help)

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