Kenneth B. Davis, Jr. is an of counsel attorney in the firm's Business Law Practice and helps lead the firm's Corporate Governance and Shareholder Relations Group. Mr. Davis is the Dean Emeritus of the University of Wisconsin Law School
and a respected national authority on corporate law.
Mr. Davis has written and lectured extensively in the areas of corporate governance and securities law, and is a widely recognized authority in both fields. He has been active in corporate law reform efforts at both the state and national levels. He was Co-Reporter for the comprehensive revision of the Wisconsin Business Corporate law, and co-authored the leading commentary on that law. He has been a member of the ABA's Corporate Law Committee – the group responsible for the influential Model Business Corporate Act – and chaired the Committee's Task Force Director's Conflicts of Interest. Over the course of his UW career, he has frequently advised and consulted with companies, boards of directors, and investors on issues of corporate governance, fiduciary responsibility and securities law.
Mr. Davis offers a unique body of experience in developing, evaluating and implementing corporate governance policy and strategy for companies, boards, investors, regulators and lawmakers. He works with either the company's existing legal and investor relations advisors, or on a stand-alone basis.
Speaking Engagements
- Continuing legal education programs in the areas of corporate and securities law
Notable Publications
Mr. Davis has published numerous articles over the past four decades. Following are some recent examples:
-
- Cases & Materials on the Organization of Business (teaching materials, 1996)
- Co-author, Wisconsin Business Corporation Law (State Bar of Wisconsin, 1992)
- "The SEC and Foreign Companies – A Balance of Competing Interest," 71 University of Pittsburgh Law Review 457-487 (2010)
- "The Forgotten Derivative Suite," 61 Vanderbilt Law Review 387-451 (2008)
- "Structural Bias, Special Litigation Committees, and the Vagaries of Director Independence," 90 Iowa Law Review 1305-60 (April 2005)
- "U.S. Corporate Governance – The Independent Director's Role," in Festscrift for Thomas Raiser (Berlin: Walter de Gruyter) (2005)
- "The Director's Duty of Oversight," in Proceedings to Commemorate the 40th Anniversary of the Korean Commercial Code (Seoul Oct. 2002)
- "Once More, The Business Judgment Rule," Wisconsin Law Review 573-95 (2000)
- "Corporate Opportunity and Comparative Advantage," 84 Iowa Law Review 211-73 (1999)
- "Approval by Disinterested Directors," 20 Journal of Corporation Law 215-244 (1995) (reprinted in Best in D&O Duties and Liabilities (Bowne))
Accolades
- Wisconsin's Leader in the Law Award, 2007
- Emil H. Steiger Distinguished Teaching Award, 1990; University of Wisconsin-Madison
- Who's Who in America
- President's Award of Excellence, State Bar of Wisconsin, June 1990
Affiliations/Memberships
- American Law Institute (Ad Hoc Advisory Group on revision of UCC Article 8 and Members
Consultative Groups on UCC Article 8 and the Restatement (Third) of Agency)
- American Bar Association (Corporate Laws Committee, Chair – Task Force on Interested Director Transactions)
- American Bar Foundation (fellow)
- Fellows of the Wisconsin Law Foundation (Charter Member 2000-present)
- Governor's Task Force on Ethics Reform in Government (Chair 2002)
- Federal Judicial Nominating Commission for the Western District of Wisconsin (Chair 2001-2011)
- State Bar of Wisconsin (Legislative Committee – Business Law Section, 1996-present)
- State Bar of Wisconsin (Corporate and Business Law Committee, co-reporter and member)
- Governor's Task Force on the Creation of a Wisconsin Business Court (1994-1996)
- Wisconsin Legislative Council (Special Committee on Close Corporations, 1982-1984)
Education
- J.D., Case Western Reserve University
- A.B., University of Michigan (Economics)