Elizabeth Nowicki
Education
Cornell University, Ithaca, NY
Dean's List
Alpha Zeta Nomination for Outstanding FreshmenRussell Sage College, Troy, NY
B.S.
GPA 4.0Albany Law School, Albany, NY
J.D.
GPA 4.09
Rank 1 of 245Columbia University School of Law, New York, NY
J.D.
James Kent Scholar (highest honors)
Harlan Fiske Stone Scholar
Columbia Business Law Review, Senior Articles Editor, Executive Board Member
Winner, Harvard Journal of Law & Technology Writing Competition
Olin Law & Economics Junior Fellow, Columbia University Center for Law & Economics
ACADEMIC EMPLOYMENT
Boston University School of Law, Boston, MA
Visiting Associate Professor, (2009 – 2010)Tulane Law School, New Orleans, LA
Associate Professor, (Fall 2007 – present, with tenure as of July 1, 2008)Washington and Lee University School of Law, Lexington, VA
Visiting Professor, (Spring 2007)Cornell Law School, Ithaca, NY
Visiting Associate Professor, (Fall 2006)University of Richmond School of Law, Richmond, VA
Associate Professor, (2005 – 2007)
Assistant Professor, (2002 – 2005)Columbia University School of Law, The Honorable Jack B. Weinstein, New York, NY
Civil Procedure Teaching FellowColumbia University School of Law, Professor Harold Korn, New York, NY
Civil Procedure Teaching FellowCourses Prepared to Teach: Corporations, Selected Topics in Corp. Law, Mergers & Acquisitions, Securities Regulation, Deals, Publicly Held Businesses, Corporate Finance, Business Associations I & II, Contracts, Commercial Law, Professional Responsibility, Civil Procedure
OTHER PRIOR LEGAL EMPLOYMENT
Expert Witness on Corporate Governance, Disclosure, and Securities Fraud, (March 2005 – Present)
Sullivan & Cromwell, New York, NY, and Los Angeles, CA
Associate, (2000-2002)Securities and Exchange Commission, Office of the General Counsel, Washington, DC
Attorney, (1999-2000)The Honorable James Oakes, United States Court of Appeals for the Second Circuit, Brattleboro, VT
Law Clerk, (1998-1999)The Honorable Jack Weinstein, U.S. District Court for the Eastern District of New York, Brooklyn, NY
Law Clerk, (1997-1998)Wachtell, Lipton, Rosen, & Katz, New York, NY
Associate, (Summer 1997)Columbia University School of Law, Professor Curtis Berger, New York, NY
Research Assistant (Property), (1996 – 1997)Columbia University School of Law, Professor E. Allan Farnsworth, New York, NY
Research Assistant (Contracts), (1995-1996)New York State Department of Public Service, Office of the General Counsel, Albany, NY, Legal Intern, 1995-1997
New York State Attorney General's Office, Bureau of Consumer Fraud, Albany, NY
Senior Mediator
PUBLICATIONS
Economic Concerns, Beleaguered Corporations, and Women in Corporate Boardrooms, 30 Hamline J. Pub. L. & Pol’y 549 (2009) (essay)
Ensure Deal Certainty, The National Law Journal, Vol. 31, No. 8, Oct. 20, 2008 (op-ed)
Director Inattention and Director Protection Under Delaware General Corporation Law Section 102(b)(7): A Proposal for Legislative Reform, 33 Del. J. Corp. L. 695 (2008)
A Director’s Good Faith, 55 Buff. L. Rev. 457 (2007)
Not In Good Faith,60 SMU L. Rev. 4441 (2007)
A Director’s Fiduciary Duties in Going Private Transactions, Going Private and Doing It Right, 1597 PLI/Corp 147 (February 2007)
A Response to Professor John Coffee: Analyst Liability Under Section 10(b) of the Securities Exchange Act of 1934, 72 Cin. L. Rev. 1305 (2004)
10(b) or Not 10(b)? Yanking the Security Blanket for Attorneys in Securities Litigation, 2004 Colum. Bus. L. Rev. 637 (2004)
Denial of Regulatory Assistance in Stranded Cost Recovery in a Deregulated Electricity Industry, 32 Loy. L.A. L. Rev. 431 (1999)
Expanding the Judge’s Power Over Jury Selection with the New Test of Inferable Bias, New York Criminal Bar Journal (1999) (co-author Judge Jack B. Weinstein)
Competition in the Local Telecommunications Market: Legislate or Litigate?, 1996 Harv. J.L. & Tech. 353 (1996)
SELECTED WORKS IN PROGRESS
Reverse Termination Fee Provisions in Merger Agreements (draft available 11-1-2009)
Behavioral Research and Business Associations (draft available 12-30-2009)
PRESENTATIONS, PANELS, COMMENTS, & OTHER (Including Forthcoming)
The First Amendment Meets Cyber-Stalking Meets Professional Responsibility, AALS Annual Meeting, New Orleans, LA, Panel Moderator, Jan. 8, 2010
Making It Work: Women in Legal Education, AALS Annual Meeting, New Orleans, LA, Panel Moderator, Jan. 9, 2010
Director Liability and Board Behavior, Boston University School of Law, Faculty Workshop, Presentation, March 25, 2010
The Stylized Facts of Reverse Termination Fees in Merger Agreements, Tulane Law School, Faculty Workshop, Presentation, Nov. 10, 2009
Business Associations and Behavioral Research, AALS Mid-Year Conference on Business Associations, Long Beach, CA, Selected for Presentation (summary instead submitted), June 10, 2009
Good Faith After Ryan v. Lyondell, Pace Law School, Presentation, Jan. 16, 2009
Women as Corporate Directors and Women in Corporate Law, AALS Annual Meeting, San Diego, CA, Presentation, Jan. 9, 2009
Apologies and Effective Lawyering, 19th Annual Louisiana CLE By The Hour, New Orleans, LA, Presentation, Dec. 29, 2008
Reverse Termination Fee Provisions in Merger Agreements, Empirical Legal Studies Conference, Cornell Law School, Poster Presentation, Sept. 11, 2008
Board Behavior, Law & Society Annual Meeting, Montreal, Presentation, June 1, 2008
Reforming Director Protection Under Delaware General Corporation Law Section 102(b)(7), Delaware Gen. Corp. Law for the 21st Century Conference, Widener School of Law, Presentation, May 5, 2008
Private Equity Deals of 2007, The 20th Annual Corporate Law Institute, New Orleans, LA, Panelist, April 4, 2008
Protecting Investors and the Securities Markets, Eugene P. & Delia S. Murphy Conference on Corporate Law, Fordham Law School, Commentator, Oct. 18 & 19, 2007
A Survey of the Social Sciences Literature Relevant to Board Behavior, University of Missouri-Columbia, School of Law, Presentation, Sept. 28, 2007
Board Behavior and Inaction In Action, Tulane Law School, Faculty Workshop, Presentation, Sept. 18, 2007
2007 Women Corporate Law Scholars Gathering, Seattle University School of Law, Conference Organizer and Commentator, June 16, 2007
Adding Value Through Legal, Ethical, and Responsible Governance, The Fifth Annual Directors Training Academy, Seattle University, Presentation, June 15, 2007
Going Private and Doing it Right, Practicing Law Institute, San Francisco, CA, Presentation, Feb. 26, 2007
Victim Impact Statements, Washington & Lee Law School Enclave, Presentation, Feb. 19, 2007
Motivating Attorneys by Punishing Attorneys, Symposium on Gatekeeping Today: The Professions After The Reforms, Columbia Law School’s Center on Corporate Governance, Oct. 29, 2006
Not In Good Faith, Cornell Law School, Presentation, Sept. 22, 2006
Reforming Director Liability, Law & Society Association Annual Meeting, Presentation, July 8, 2006
Director Liability and Good Faith, University of Richmond School of Law, Faculty Workshop, Presentation, Oct. 2005
Corporate Governance: Best Practices and Liability Exposure, University of Richmond, Robins School of Business, Presentation, Oct. 20, 2005
Director Liability: Current Issues, Virginia State Circuit Judges’ Conference, Richmond, VA, Presentation, March 2005
Corporate Greed, Second Presbyterian Church, Richmond, VA, Presentation, April 2004
A Response to Professor John Coffee: Analyst Liability Under Section 10(b), Southeastern Association of Law Schools 2003 Young Scholars Conference, Presentation, July 2003
Corporate Ethics, University of Richmond School of Law, Marshall Scholar’s Seminar, Presentation, Nov. 2002
Ethics After Enron, University of Richmond, Jepson School of Leadership Studies, Panelist, Nov. 2002
Ethics After Enron, University of Richmond Alumni Weekend Leadership Workshop, Panelist, Oct. 2002
Competition in the Local Telecommunications Market, Harvard Journal of Law & Technology, Symposium on Competition and High Technology, Presentation, Jan. 1996
BLOGGING
www.truthonthemarket.com (permanent guest blogger)
www.concurringopinions.com (guest blogger)
www.theconglomerate.org (participant in various on-line symposia)
LAW SCHOOL, UNIVERSITY, & OTHER SERVICE
Chair, AALS Section on Women in Legal Education, 2009
Chair-Elect, AALS Section on Securities Regulation, 2009
Executive Committee Member, AALS Section on Women in Legal Education, 2005-present
Executive Committee Member, AALS Section on Securities Regulation, 2007-present
Tulane University, Faculty Senate, 2007 - 2008; 2008 - 2009
Tulane Law School, Gender Issues Committee, 2008 - 2009
Tulane Law School, Library Committee, 2008 - 2009
Tulane Law School, Intellectual Life Committee, 2007 - 2008
University of Richmond, SACS Faculty Governance Workgroup, Fall 2005
University of Richmond, Faculty Council, 2003 - 2006
University of Richmond, School of Law, Library and Technology Committee, 2003 - 2006
University of Richmond, School of Law, Law School Faculty Secretary, 2002 - 2004
University of Richmond, School of Law, Appointments Committee, 2002 – 2003
SELECTED MEDIA REFERENCES, APPEARANCES, & QUOTATIONS FROM THE PAST YEAR
Christina Rexrode, BofA’s Task: Find a New CEO, Mend Rifts, Charlotte Observer, Oct. 2, 2009, available at http://www.charlotteobserver.com/business/story/980636.html#.
Debra Cassens Weiss, Delaware Chancery Judge Joins Paul Weiss, ABA Journal, July 29, 2009, available at http://www.abajournal.com/news/delaware_chancery_judge_joins_paul_weiss/.
Amir Efrati, Key Delaware Judge Goes Private, Wall St. J., July 29, 2009, at C3.
Maureen Milford, Chancery Court Job Drawing Interest, The News Journal, July 5, 2009, at 1B.
Credit Suisse, Deutsche Bank Settle Huntsman Lawsuit, Brisbane Times, June 24, 2009, available at http://business.brisbanetimes.com.au/business/credit-suisse-deutsche-bank-settle-huntsman-lawsuit-20090624-cvut.html?page=-1.
Maureen Milford, In legal circles, all eyes on Court of Chancery, The News Journal, June 21, 2009, at 1E.
Zachary R. Mider, PepsiCo Said to Rebuff Bottler Board in “Shot Across the Bow,” Bloomberg, Thursday, May 28, 2009, available at http://www.bloomberg.com/apps/news?pid=newsarchive&sid=abXi9p_bMFoE.
Jennifer Liberto, Sotomayor: Important business awaits, CNN, May 26, 2009, available at http://money.cnn.com/2009/05/26/news/economy/sotomayor_and_business/index.htm?section=money_news_economy.
Maureen Milford, Proposals target Del. after fall of Wall St., The News Journal, May 24, 2009, at 1A.
Gillian Wee, Cuomo Treads Where SEC Failed on “Pay-to-Play” Rules, Bloomberg, May 15, 2009, available at http://www.bloomberg.com/apps/news?pid=newsarchive&sid=aJMlbMVsndqI.
Bertha Coombs, Cerberus Chief Not Leading GMAC Bailout Effort: Source, CNBC, May 8, 2009, available at http://www.cnbc.com//id/30641739.
Jason Kelly, Quadrangle Fund Produces Above-Average Returns Amid U.S. Probe, Bloomberg, April 23, 2009, available at http://www.bloomberg.com/apps/news?pid=newsarchive&sid=aDFGqSTY6LLI.
Jason Kelly, Schwarzman’s Pay Falls 99% Amid Blackstone Losses, Stock Drop, Bloomberg, March 3, 2009, available at http://www.bloomberg.com/apps/news?pid=newsarchive&sid=aBSbs77HhdSk.
Jonathan Keehner, ABN Threatens to Pull Out of Lyondell’s DIP Loan, Bloomberg, Feb. 24, 2009, available at http://www.bloomberg.com/apps/news?pid=newsarchive&sid=aIT00W47drVg.
Schwarzman Promises “Wonderful Time” for Buyout Deals, Bloomberg, Jan. 28, 2009, available at http://www.bloomberg.com/apps/news?pid=newsarchive&sid=aWX0tLhaasZM.
Chen May Yee, UnitedHealth free of charges, Star Tribune, Dec. 23, 2008, at 2D.
Jason Kelly, BCE Lenders May Sidestep C$10 Billion in LBO Losses, Bloomberg, Dec. 8, 2008, available at http://www.bloomberg.com/apps/news?pid=newsarchive&sid=akpy4j.OWA3A.
Louis Llovio, Circuit City to announce store closings, Richmond Times-Dispatch, Nov. 3, 2008, at A-1.
Emily C. Dooley, Wachovia, Wells Fargo seal deal, Richmond Times-Dispatch, Oct. 11, 2008, at B-7.
Kirsten Valle, Citigroup backs out of bid, but will still be swinging, Charlotte Observer, Oct. 10, 2008, available at http://www.charlotteobserver.com/408/story/243631.html.
Ashby Jones, With the Citi/Wachovia Talks Done, Where Does the Fight Go From Here?, Wall St. J. Blogs, Oct. 9, 2008, http://blogs.wsj.com/law/2008/10/09/with-the-citiwachovia-talks-done-where-does-the-fight-go-from-here/.
Citigroup, Wells Fargo agree to Wachovia truce, Chinadaily.com.cn, Oct. 8, 2008, http://www.chinadaily.com.cn/cndy/2008-10/08/content_7085661.htm.
David Glovin, Citigroup-Wells Fargo Fight Assigned to KPMG Judge, Bloomberg, Oct. 6, 2008, http://www.bloomberg.com/apps/news?pid=20670001&sid=akX7Rd5YwE4Q.
Dan Slater, After Weekend of Lawyering, New Lines Drawn in Battle for Wachovia, Wall St. J. Blogs, Oct. 6, 2008, http://blogs.wsj.com/law/2008/10/06/after-weekend-of-lawyering-new-lines-drawn-in-battle-for-wachovia/.
Karen Donovan, Citi Slickers, Conde Nast Portfolio, Oct. 6, 2008, available at
http://www.portfolio.com/views/blogs/daily-brief/2008/10/06/citi-slickers.Money for Breakfast: The Battle for Wachovia, Fox Business television broadcast, Oct. 6, 2008, available at http://www.foxbusiness.com/search-results/m/21110384/the-battle-for-wachovia.htm.
David Mildenberg, Rival US banks fight to take over Wachovia, Business Day, Oct. 6, 2008, http://www.businessday.co.za/Articles/Content.aspx?id=54567.
Citi calls Wells’ Wachovia bid illegal, Financial Express, Oct. 5, 2008,
http://www.financialexpress.com/news/citi-calls-wells-wachovia-bid-illegal/369534/.Binyamin Applebaum, After Change in Tax Law, Wells Fargo Swoops in, Wash. Post, Oct. 4, 2008, at A01.
Tom Bawden, Bank's viability could rest on legal wrangle over signed agreement, The Times (London), Oct. 4, 2008, at 65.
Heidi N. Moore, Can Citigroup Kill the Wells Fargo-Wachovia Deal?, Wall St. J. Blogs, Oct. 3, 2008, http://blogs.wsj.com/deals/2008/10/03/can-citigroup-kill-the-wells-fargo-wachovia-deal/.
Carol Hazard, Perhaps $700 billion is “too many zeros,” Richmond Times-Dispatch, Oct. 2, 2008, at A-1.