John Dirk Morley (born 1979) is an American legal scholar. He is the Augustus E. Lines Professor of Testamentary Law at Yale Law School, where he also serves as Faculty Director of the Chae Initiative in Private Sector Leadership. [1]
Morley is noted for his research on the law and economics of organization and has written extensively on the structure and regulation of investment funds, trusts, law firms, marriages, estates, and other organizations.
Morley studied economics and political science at the University of Utah, graduating in 2003 and attending Yale Law School thereafter. At Yale, he was the essays editor of The Yale Law Journal. He graduated with a J.D in 2006. [1]
After law school, Morley worked as an associate in the corporate and securities practice group at Covington & Burling. He then returned to Yale to be the executive director of the Yale Law School Center for the Study of Corporate Law, a post he held from 2007 to 2010. From 2010 to 2013, Morley was an associate professor at the University of Virginia School of Law. He joined the Yale Law School faculty as an associate professor of law in 2013. He was promoted to a full professorship in 2016 and to the Augustus E. Lines professorship in 2024. He has taught classes on investment funds; securities regulation; organizational theory; business organizations; wills, trusts, and estates; and the business of law firms. [1]
Morley is married to opera singer Erin Morley. [2]
Morley's research broadly engages the law and economics of organization and the law of trusts and estates. He is one of the nation's leading academic experts on the regulation and structure of investment funds. He has also written about a variety of unusual kinds of organizations, including law firms, business trusts, early modern business firms, marriages, donative trusts, and special-purpose acquisition companies. In 2013, he published The Separation of Funds and Managers, an influential paper in the Yale Law Journal, which argues that the defining characteristic of investment fund is not the assets that they hold, but their peculiar patterns of organization. [3] Another of his papers, authored in 2016, demonstrates the historical significance of the common law trust as a competitor of the corporation as a form of business organization. [4] More recently, his work has considered the organizational conditions that make law firms prone to sudden and swift collapse. [5]
Morley is an active legal practitioner, expert witness, legal consultant, and policy advocate. From 2014 to 2017, he served as a reporter for the Uniform Directed Trust Act, drafting a statute on the division of trustee powers that has since been enacted in 16 states.
In 2021, he combined with professor Robert J. Jackson Jr. to file a series of lawsuits against the sponsors of several special purpose acquisition companies (SPACs). Morley and Jackson alleged that certain SPACs were operating as illegal investment companies under the Investment Company Act of 1940. [6] In 2024, the SEC issued regulatory guidance largely agreeing with Morley and Jackson's view and warning SPACs against the regulatory challenges Morley and Jackson identified. [7]
From 2022 to 2024, Morley served as the chair of the Global Corporate Governance Colloquium. [8] In 2024, he became one of the principal architects of the Anthropic Long-Term Benefit Trust, a governance structure at Anthropic. [9]
Morley speaks and writes on Law360 and is a frequent podcast guest. [10] [11]
Business is the practice of making one's living or making money by producing or buying and selling products. It is an activity or enterprise entered into for profit."
The U.S. Securities and Exchange Commission (SEC) is an independent agency of the United States federal government, created in the aftermath of the Wall Street Crash of 1929. The primary purpose of the SEC is to enforce the law against market manipulation.
Corporate governance are mechanisms, processes and relations by which corporations are controlled and operated ("governed").
The Investment Company Act of 1940 is an act of Congress which regulates investment funds. It was passed as a United States Public Law on August 22, 1940, and is codified at 15 U.S.C. §§ 80a-1–80a-64. Along with the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and extensive rules issued by the U.S. Securities and Exchange Commission; it is central to financial regulation in the United States. It has been updated by the Dodd-Frank Act of 2010. It is the primary source of regulation for mutual funds and closed-end funds, now a multi-trillion dollar investment industry. The 1940 Act also impacts the operations of hedge funds, private equity funds and even holding companies.
An institutional investor is an entity that pools money to purchase securities, real property, and other investment assets or originate loans. Institutional investors include commercial banks, central banks, credit unions, government-linked companies, insurers, pension funds, sovereign wealth funds, charities, hedge funds, real estate investment trusts, investment advisors, endowments, and mutual funds. Operating companies which invest excess capital in these types of assets may also be included in the term. Activist institutional investors may also influence corporate governance by exercising voting rights in their investments. In 2019, the world's top 500 asset managers collectively managed $104.4 trillion in Assets under Management (AuM).
An investment company is a financial institution principally engaged in holding, managing and investing securities. These companies in the United States are regulated by the U.S. Securities and Exchange Commission and must be registered under the Investment Company Act of 1940. Investment companies invest money on behalf of their clients who, in return, share in the profits and losses.
Martin Lipton is an American lawyer, a founding partner of the law firm of Wachtell, Lipton, Rosen & Katz specializing in advising on mergers and acquisitions and matters affecting corporate policy and strategy. From 1958–1978 he taught courses on Federal Regulation of Securities and Corporation Law as a lecturer and adjunct professor of law at New York University School of Law.
A proxy statement is a statement required of a firm when soliciting shareholder votes. This statement is filed in advance of the annual meeting. The firm needs to file a proxy statement, otherwise known as a Form DEF 14A, with the U.S. Securities and Exchange Commission. This statement is useful in assessing how management is paid and potential conflict of interest issues with auditors.
A special-purpose acquisition company, also known as a "blank check company", is a shell corporation listed on a stock exchange with the purpose of acquiring a private company, thus making the private company public without going through the initial public offering process, which often carries significant procedural and regulatory burdens. According to the U.S. Securities and Exchange Commission (SEC), SPACs are created specifically to pool funds to finance a future merger or acquisition opportunity within a set timeframe; these opportunities usually have yet to be identified while raising funds.
Anthropic PBC is a U.S.-based artificial intelligence (AI) startup public-benefit company, founded in 2021. It researches and develops AI to "study their safety properties at the technological frontier" and use this research to deploy safe, reliable models for the public. Anthropic has developed a family of large language models (LLMs) named Claude as a competitor to OpenAI's ChatGPT and Google's Gemini.
Socially responsible investing (SRI) is any investment strategy which seeks to consider financial return alongside ethical, social or environmental goals. The areas of concern recognized by SRI practitioners are often linked to environmental, social and governance (ESG) topics. Impact investing can be considered a subset of SRI that is generally more proactive and focused on the conscious creation of social or environmental impact through investment. Eco-investing is SRI with a focus on environmentalism.
Colin Peter Mayer was the Peter Moores Professor of Management Studies at the Saïd Business School at the University of Oxford. He was the Peter Moores Dean of the Saïd Business School between 2006 and 2011. He is a fellow of the British Academy, a fellow of the European Corporate Governance Institute, a fellow of the Royal Society of Arts, and a research fellow of the Centre for Economic Policy Research. He is a professorial fellow of Wadham College, Oxford, an honorary fellow of St. Anne's College, Oxford, and an honorary fellow of Oriel College, Oxford. He is an ordinary member of the Competition Appeal Tribunal and was a member of the UK government Natural Capital Committee. Over the last decade he has made the case against narrow shareholder value maximization by business firms and instead promoted the broader view of business purpose to promote economic and social well-being.
Environmental, social, and governance (ESG) is shorthand for an investing principle that prioritizes environmental issues, social issues, and corporate governance. Investing with ESG considerations is sometimes referred to as responsible investing or, in more proactive cases, impact investing.
An uncorporation is an unorthodox form of large business organization. The term appears to embrace any unincorporated business.
Jordan Andolini Thomas is an American attorney, writer, speaker and media commentator. He is a partner and Chair of the firm SEC Whistleblower Advocates PLLC, where he represents whistleblowers reporting violations of the federal securities laws to the U.S. Securities and Exchange Commission (SEC).
Asuerinme Ighodalo is a Nigerian lawyer and politician. He is from Okaigben, Ewohimi, Esan South East LGA, Edo State, Nigeria. He is a candidate in the 2024 Edo State governorship election. He is, alongside Femi Olubanwo, a founding partner of the law firm Banwo-and-Ighodalo, a corporate and commercial law practice in Nigeria, specializing in advising major corporations on Corporate Finance, Capital Markets, Energy & Natural Resources, Mergers & Acquisitions, Banking & Securitization and Project Finance. He was the chairman of Sterling Bank, a director at the Nigerian Sovereign Investment Authority (NSIA), and chairman of the Nigerian Economic Summit Group (NESG).
Joseph Aloysius McCahery is an American academic researcher, corporate lawyer and institutional adviser. McCahery is most notable for his contribution in corporate finance and law, European business law, financial markets and banking regulations, the political economy of federalism and taxation.
Fund governance refers to a system of checks and balances and work performed by the governing body (board) of an investment fund to ensure that the fund is operated not only in accordance with law, but also in the best interests of the fund and its investors. The objective of fund governance is to uphold the regulatory principles commonly known as the four pillars of investor protection that are typically promulgated through the investment fund regulation applicable in the jurisdiction of the fund. These principles vary by jurisdiction and in the US, the 1940 Act generally ensure that: (i) The investment fund will be managed in accordance with the fund's investment objectives, (ii) The assets of the investment fund will be kept safe, (iii) When investors redeem they will get their pro rata share of the investment fund's assets, (iv) The investment fund will be managed for the benefit of the fund's shareholders and not its service providers.
Robert J. Jackson Jr. is an American lawyer and academic. He currently serves as a professor of law at New York University School of Law, where he is on public service leave. Jackson's research emphasizes the empirical study of executive compensation and corporate governance matters. On September 1, 2017, the White House announced that President Donald Trump had nominated Jackson to fill the open Democratic seat on the U.S. Securities and Exchange Commission (SEC). Jackson was unanimously approved by the Senate Banking Committee for the seat, and thereafter unanimously confirmed by the United States Senate on December 21, 2017.
Matthew Todd Henderson is an American legal scholar and novelist who is the Michael J. Marks Professor of Law at the University of Chicago Law School. He is an expert on corporate law and securities regulation. Henderson is also the author of Mental State, a 2018 murder mystery novel.
| International | |
|---|---|
| National | |
