Mohsen Manesh

Mohsen Manesh profile picture
  • Title: Associate Professor, Faculty Director, Portland Program
  • Phone: 503-412-3749
  • Office: 70 NW Couch St., Ste 242
  • Departments: Law, Law-JD
  • Curriculum Vitae

Biography

Professor Manesh's teaching and research interests focus on the intersection of corporate, contract and LLC law. He has authored articles in the Boston College Law Review, the North Carolina Law Review, the Florida State University Law Review, the Journal of Corporation Law and the Delaware Journal of Corporate Law, among others. His work has been cited in leading casebooks as well as by the nation's top business law courts, including the Delaware Supreme Court, the Delaware Court of Chancery, and U.S. Second Circuit Court of Appeals.

At Oregon Law, Professor Manesh has received the Orlando J. Hollis Faculty Teaching Award, the law school's highest teaching honor. He is also the faculty director of the law school's Portland Program. From Portland, Professor Manesh supervises the law school's In-House Counsel Externship Program, which enables third-year students to gain practical, real-world experience working in the in-house legal department of some of Oregon's most well-known businesses, non-profits, and governmental agencies.

Prior to joining Oregon Law, Professor Manesh was an associate attorney in the Seattle office of Davis Wright Tremaine LLP. At Davis Wright Tremaine, Professor Manesh practiced in the areas of corporate finance and business transactions, representing a variety of 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.

You can follow Professor Manesh on Twitter: @MohsenManesh.

Publications

The Contested Edges of Internal Affairs, 87 Tenn. L. Rev. ___ (forthcoming 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).

Honors and Awards

A.A.L.S. Section on Business Associations Executive Committee (2017-present).

A.A.L.S. Section on Agency, Partnerships, LLCs & Unincorporated Business Associations Executive Committee (2012-present), Chair (2016).

Orlando J. Hollis Faculty Teaching Award, University of Oregon School of Law (2013).

Visiting Scholar-in-Residence in Business and Corporate Law, Widener University School of Law Institute of Delaware Corporate and Business Law (2012).

First Place, Journal of Business & Securities Law Elliot A. Spoon Business Law Student Writing Competition (2006).

Honorable Mention, A.B.A. Business Law Section Mendes Hershman Student Writing Competition (2006).

Appearances

'Technological Advancement and Business Opportunities,' panel moderator at Green Business Initiative Student Association Conference, University of Oregon School of Law, Portland, OR (Apr. 13, 2018).

'Fiduciary Duties owed to LLC Creditors,' presented at American Bar Association Business Law Section 2017 LLC Institute, Washington, DC (Nov. 3, 2017).

'The Case Against Fiduciary Entity Veil Piercing,' presented at American Bar Association Business Law Section 2017 LLC Institute, Washington, DC (Nov. 2, 2017).

'The Case Against Fiduciary Entity Veil Piercing,' presented at Davis Wright Tremaine LLP, Portland, OR (Oct. 5, 2017).

'Creatures of Contract: A Half-Truth about LLCs,' presented at Delaware Corporate Law Anniversary Symposium, Wilmington, DE (Sep. 27,  2017).

'The Case Against Fiduciary Entity Veil Piercing,' presented at Schwabe Williamson & Wyatt PC, Portland, OR (Aug. 15, 2017).

'The Case Against Fiduciary Entity Veil Piercing,' presented at Markowitz Herbold PC, Portland, OR (June 26, 2017).

'Equity in LLC Law?,' presented at National Business Law Scholars Conference, University of Chicago Law School, Chicago, IL (June 23, 2016).

'Contract Is King, But Can It Govern Its Realm?,' panel presentation at American Association of Law Schools 2016 Annual Meeting, Section on Agency, Partnership, LLC and Unincorporated Associations, New York, NY (Jan. 7, 2016).

'Delaware's Financial Commitment to Unlimited Freedom of Contract,' contributed for Contract Is King, But Can It Govern Its Realm? Online Micro-Symposium (Nov. 17, 2015).

'Strine & Laster's 'Modest' Proposal to Limit Contract's Realm,' contributed for Contract Is King, But Can It Govern Its Realm? Online Micro-Symposium (Nov. 16, 2015).

'Oregon Benefit Corporations - Merging Profit and Public Benefit,' panel moderator at joint Symposium of Green Business Initiative Student Association, Journal of Environmental Law and Litigation, and Oregon Review of International Law, University of Oregon, Eugene, OR (Feb. 6, 2015).

'The Delaware Courts and Business Law,' panel moderator at National Business Law Scholars Conference, Loyola Law School, Los Angeles, CA (June 20, 2014).

“Defined by Dictum: The Geography of Revlon-Land in Cash and Mixed Consideration Transactions,” presented at Workshop for Corporate and Securities Litigation, sponsored by University of Illinois College of Law and University of Richmond School of Law, Chicago, IL (Nov. 8, 2013) (selected from a call for papers).

“Defined by Dictum: The Geography of Revlon-Land in Cash and Mixed Consideration Transactions,” presented at Pacific West Business Law Scholars Colloquium, Portland, OR (Oct. 4, 2013).

“Alternative Entities from Start to Finish: What Business Lawyers Need to Know about Formation, Governance, Litigation and Dissolution,” panel presentation at ABA Business Law Section 2013 Annual Meeting, Washington, DC (Apr. 4, 2013).

“Express Contract Terms and the Implied Contractual Covenant of Delaware Law,” presented at The Wilmington Club and at Widener University School of Law, Wilmington, DE (Sep. 20, 2012).

“Express Contract Terms and the Implied Contractual Covenant of Delaware Law,” presented at University of California, Davis, School of Law Faculty Workshop, Davis, CA (Sep. 11, 2012).

“Contractual Freedom under Delaware Alternative Entity Law,” presented at Center for Law, Economics and Finance (C-LEAF) Junior Faculty Workshop, George Washington University School of Law, Washington, DC (Feb. 10, 2012) (selected from a call for papers).

“Contractual Freedom under Delaware Alternative Entity Law,” presented at New Voices in Contracts Scholarship, American Association of Law Schools 2012 Annual Meeting, Section on Contracts, Washington, DC (Jan. 7, 2012) (selected from a call for papers).

“What is the Practical Importance of Default Rules under Delaware LP and LLC Law?,” contributed for Default Fiduciary Duties in LLCs and LPs On-Line Symposium, Institute of Delaware Corporate and Business Law, Widener University School of Law (Dec. 14, 2011).

“The Market as a Form of Transnational Governance,” panel moderator at Third World Approaches to International Law Conference, Oregon Review of International Law and Wayne Morse Center for Law and Politics, University of Oregon, Eugene, OR (Oct. 22, 2011).

“The New Economy: Moving the Agenda,” panel discussant at Wayne Morse Center for Law and Politics, University of Oregon, Eugene, OR (Oct. 6, 2011).

“Contractual Freedom under Delaware Alternative Entity Law,” presented at University of Arkansas School of Law Faculty Workshop, Fayetteville, AR (Sep. 29, 2011).