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Mohsen Manesh

Mr. & Mrs. L.L. Stewart Professor of Business Law | Faculty Director, Portland Program

Law, Law-JD, Business Law
Phone: 503-412-3749
Office: 70 NW Couch St., Ste 242



Professor Manesh's scholarship focuses on the intersections of corporate, contract and LLC law. He has authored articles in the N.Y.U. Law Review, Boston College Law Review, North Carolina Law Review, Florida State University Law Review, and the Journal of Corporation Law, among others. His scholarship has been cited in leading casebooks and more than 30 court decisions, including opinions of the U.S. Second Circuit Court of Appeals, Delaware Supreme Court and Delaware Court of Chancery. In 2023, the U.S. Ninth Circuit Court of Appeals en banc cited Professor Manesh’s scholarship in a consequential decision raising doubts about the continued validity of the U.S. Supreme Court’s 1964 decision in J.I. Case Co. v. Borak.

At Oregon Law, Professor Manesh teaches a variety of business law courses covering corporations, LLCs, securities regulation, contracts, and mergers & acquisitions. In recognition of his classroom teaching, he has received the Orlando J. Hollis Faculty Teaching Award, the law school's highest teaching honor. 
Professor Manesh is also the faculty director of the law school's Portland Program. Located on the University of Oregon’s Portland campus, the Portland Program enables JD students the unique opportunity to spend their third year of law school, building a portfolio of real-world experience, specialized course work, and personal connections in Oregon’s largest city. 
Prior to joining Oregon Law, Professor Manesh was an attorney in the Seattle office of Davis Wright Tremaine LLP. His practice focused on corporate finance and business transactions, representing clients ranging from small, venture-backed start-ups to publicly traded corporations.
Professor Manesh earned his undergraduate degree in industrial engineering summa cum laude from the University of Arkansas and his law degree magna cum laude from Georgetown University, where he was named Order of the Coif. While at Georgetown, Professor Manesh served as notes editor for the Georgetown Journal of Legal Ethics. As a student, his writing was awarded first place in the Journal of Business and Securities Law's Elliot A. Spoon Business Law Writing Competition, honorable mention in the American Bar Association's Mendes Hershman Student Writing Competition and recognized with the St. Thomas More Award from the Georgetown Journal of Legal Ethics.

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Abandoned and Split But Never Reversed: Borak and Federal Court Derivative Litigation (forthcoming 2023) (co-authored with Joseph A. Grundfest).

The Corporate Contract and Shareholder Arbitration (forthcoming 2023) (co-authored with Joseph A. Grundfest).

The Corporate Contract and the Internal Affairs Doctrine, 71 Am. U. L. Rev. 501 (2021).

The Contested Edges of Internal Affairs, 87 Tenn. L. Rev. 251 (2020).

Fiduciary Principles in Unincorporated Entity Law, in The Oxford Handbook of Fiduciary Law (Evan J. Criddle, Paul B. Miller, and Robert H. Sitkoff, eds., Oxford University Press, 2019).

Introducing the Totally Unnecessary Benefit LLC, 97 N.C. L. Rev. 603 (2019).

Creatures of Contract: A Half-Truth about LLCs, 42 Del. J. Corp. L. 391 (2018).

The Case Against Fiduciary Entity Veil Piercing, 72 Bus. Law. 61 (2017).

Equity in LLC Law?, 44 Fla. St. U. L. Rev. 93 (2016).

Dictum in Alternative Entity Jurisprudence and the Expansion of Judicial Power in Delaware, in Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations (2015).

Nearing 30, Is Revlon Showing its Age?, 71 Wash. & Lee L. Rev. Online 107 (2014).

Defined by Dictum: The Geography of Revlon-Land in Cash and Mixed Consideration Transactions, 59 Vill. L. Rev. 1 (2014).

Damning Dictum: The Default Duty Debate in Delaware, 39 J. Corp. L. 35 (2013).

Express Contract Terms and the Implied Contractual Covenant of Delaware Law, 38 Del. J. Corp. L. 1 (2013).

Contractual Freedom under Delaware Alternative Entity Law: Evidence from Publicly Traded LPs and LLCs, 37 J. Corp. L. 555 (2012).

Delaware and the Market for LLC Law: A Theory of Contractibility and Legal Indeterminacy, 52 B.C. L. Rev. 189 (2011).

Legal Asymmetry and the End of Corporate Law, 34 Del. J. Corp. L. 465 (2009).

The Immorality of Theft, The Amorality of Infringement, 2006 Stan. Tech. L. Rev. 5.

Indeterminacy and Self Enforcement: A Defense of Delaware's Approach to Director Independence in Derivative Litigation, 6 J. Bus. & Sec. L. 177 (2006).

The New Class Action Rule: Procedural Reforms in an Ethical Vacuum, 18 Geo. J. Legal Ethics 923 (2005).