Marc I. Steinberg

Rupert and Lillian Radford Chair in Law and Professor of Law

Full-time faculty

Email	msteinbe@smu.edu
Phone	214-768-4072

Marc I. Steinberg is the Rupert and Lillian Radford Professor of Law at SMU Dedman School of Law. He is the former Director of SMU’s Corporate Directors’ Institute, the Director of the SMU Corporate Counsel Externship Program, the former Senior Associate Dean for Academics, and the former Senior Associate Dean for Research at the Law School. Prior to becoming the Radford Professor, Professor Steinberg taught at the University of Maryland School of Law, the Wharton School of the University of Pennsylvania, the National Law Center of the George Washington University, and the Georgetown University Law Center. His experience includes appointments as a Visiting Professor, Scholar and Fellow at law schools outside of the United States, including at Universities in Argentina, Australia, China, England, Finland, Germany, Israel, Italy, Japan, New Zealand, Scotland, South Africa, and Sweden. In addition, he has been retained as an expert witness in several significant matters, including Enron, Martha Stewart, Belnick (Tyco), and Mark Cuban.

In addition to his University appointments, Professor Steinberg has lectured extensively both in the United States and abroad, including at the Lauterpacht Centre of International Law at the University of Cambridge, the University of Hong Kong, the University of Tokyo, Peking University, Heidelberg University, the Aresty Institute of Executive Education at the University of Pennsylvania, The American Bar Association’s Annual Meeting, the PLI Annual Institute on Securities Regulation, the University of Texas Annual Securities Law Conference, the International Development Law Institute in Rome, the Hong Kong Securities and Futures Commission, the Taiwan "SEC" in Taipei, the New Zealand Securities Commission, the Australian Law Council Section on International Law in Melbourne, the David Hume Institute in Edinburgh, the German-American Lawyers' Association in Munich, the International Law Society of South Africa, the Buenos Aires Stock Exchange, the Finnish Banking Lawyers Association in Helsinki, the Swedish Banking Lawyers Association in Stockholm, and the Ministry of Internal Affairs, Economic Crimes Department of the Russian Federation in Moscow. He also has served as a member of the FINRA National Adjudicatory Council (NAC).

Professor Steinberg received his undergraduate degree at the University of Michigan and his law degrees at the University of California, Los Angeles (J.D.) and Yale University (LL.M.). He clerked for Judge Stanley N. Barnes of the U.S. Court of Appeals for the Ninth Circuit, extern clerked for Judge Anthony J. Celebrezze of the Sixth Circuit, was legislative counsel to U.S. Senator Robert P. Griffin, and served as the adviser to former U.S. Supreme Court Justice Arthur J. Goldberg for the Federal Advisory Committee Report on Tender Offers.

Professor Steinberg was an enforcement attorney at the U.S. Securities and Exchange Commission, and thereafter became special projects counsel. In that position, he directly assisted the SEC’s General Counsel in a wide variety of projects and cases and served as the General Counsel’s confidential legal adviser.

Professor Steinberg has authored approximately 150 law review articles and 40 books, is editor-in-chief of The International Lawyer, editor-in-chief of The Securities Regulation Law Journal, and is an adviser to The Journal of Corporation Law. Professor Steinberg is a member of the American Law Institute.

Area of expertise

Business Enterprise Law
Securities Law
Legal Ethics

Education

A.B., University of Michigan
J.D., UCLA Law
LL.M., Yale Law School

Courses

Securities Regulation
Business Enterprise
Securities Litigation & Enforcement
Lawyering and Ethics for the Business Attorney
Director, Corporate Counsel Externship Program

Books

BUSINESS ENTERPRISES: LEGAL STRUCTURES, GOVERNANCE, AND POLICY, 5th ed. (Carolina Academic Press 2024) (also Lexis Nexis Publishing 1st ed. 2009 and 2d ed. 2012; Carolina Academic Press 3d ed 2016 and 4th ed. 2020; with Professor's Manuals) (with Joan MacLeod Heminway et al.)

INSIDE COUNSEL – PRACTICES, STRATEGIES, AND INSIGHTS, 3d ed. (West Academic Press 2024) (also 1st ed. 2015 and 2d ed. 2020) (with Stephen B Yeager)

UNDERSTANDING SECURITIES LAW, 8th ed. (Carolina Academic Press, forthcoming 2023) (also Matthew Bender & Co 1st ed. 1989 and 2d ed. 1996; Lexis Nexis Publishing: 3d ed. 2001, 4th ed. 2007, 5th ed. 2009, 6th ed. 2014; Carolina Academic Press 7th ed. 2018)

SECURITIES REGULATION, 8th ed. (Carolina Academic Press 2022) (also Matthew Bender & Co.: 1st ed 1986, 2d ed. 1993 and 3d ed. 1998; Lexis Nexis Publishing: 4th ed. 2004, 5th ed. 2008 and 6th ed. 2013; and 7th ed. Carolina Academic Press 2017) (with annual supplements and Professor's Manuals)

SECURITIES PRACTICE: FEDERAL AND STATE ENFORCEMENT (Thomas/Reuters, 2d ed. 2001 with annual supplements 2002-2022) (with Ralph C. Ferrara)

RETHINKING SECURITIES LAW (Oxford University Press 2021)

SECURITIES LITIGATION: LAW, POLICY, AND PRACTICE, 2d ed. (Carolina Academic Press 2021) (also 1st ed. 2016) (with Wendy Gerwick et al.)

SECURITIES REGULATION: LIABILITIES AND REMEDIES (Law Journal Press 2021, and updates 1-63) (first published 1984)

LAWYERING AND ETHICS FOR THE BUSINESS ATTORNEY, 5th ed. (West Academic 2020) (also Thomson/West: 1st ed. 2002, 2d ed. 2007 and 3d ed. 2011; West Academic 4th ed. 2016) (with Professor's Manuals)

THE SECURITIES & EXCHANGE COMMISSION V. MARK CUBAN—A TRIAL OF INSIDER TRADER (Twelve Tables Press 2019)

THE FEDERALIZATION OF CORPORATE GOVERNANCE (Oxford University Press 2018)

UNDERSTANDING SECURITIES LAW, 7th ed. (Carolina Academic Press 2018)

ATTORNEY LIABILITY AFTER SARBANES-OXLEY (Law Journal Press 2005) (with 2018 Supplement)

SECURITIES REGULATION: LIABILITIES AND REMEDIES (Release #64, 2023) (Law Journal Press 1984)

GLOBAL ISSUES IN SECURITIES LAW (West 2013) (with Franklin A. Gevurtz and Eric Chaffee)

DEVELOPMENTS IN BUSINESS LAW AND POLICY (Cognella 2012)

INSIDER TRADING, 3d ed. (Oxford University Press 3d ed 2010) (also Little Brown & Co. 1996 and Practising Law Institute 2d ed. 2005) (co-authored)

SECURITIES PRACTICE: FEDERAL AND STATE ENFORCEMENT (West, Clark Boardman Callaghan 1985, with with annual supplements 1987-2001) (with co-author)

INTERNATIONAL SECURITIES LAW: A CONTEMPORARY AND COMPARATIVE ANALYSIS (Kluwer Law International 1999)

CORPORATE AND SECURITIES MALPRACTICE (Practising Law Institute 1992)

CONTEMPORARY ISSUES IN SECURITIES REGULATION (Butterworth Legal Publishers 1988) (editor)

TENDER OFFERS—DEVELOPMENTS AND COMMENTARIES (Quorum Press 1985) (editor)

CORPORATE INTERNAL AFFAIRS — A CORPORATE AND SECURITIES LAW PERSPECTIVE (Quorum Press) (1983)

Articles

Undue Limitations in the Section 10(b) Purchaser-Seller Requirement, 99 Tulane Law Review 1 (forthcoming 2024) (with Antonio R. Partida)
SSRN

The Most Important Decision in Federal Securities Law – Texas Gulf Sulphur, 42 Quinnipiac Law Review 13 (2023)
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US Prospectus Liability - An Overview and Critique, 14 Journal of European Tort Law 124 (2023)
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To Call a Donkey a Racehorse — The Fiduciary Duty Misnomer in Corporate and Securities Law, 48 Journal of Corporation Law 1 (2022)
SSRN | SMU Repository

Facilitating Capital Raising: The SEC's 2020 Amendments to the Exempt Offering Framework, 49 Securities Regulation Law Journal 193 (2021) (with Taylor E. Santori)
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The Federalization of Corporate Governance—An Evolving Process, 50 Loyola University Chicago Law Journal 539 (2019)
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The Litigation Privilege as a Shelter for Miscreant Legal Counsel, 97 Oregon Law Review 1 (2018) (with Logan J. Weissler)
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Texas Gulf Sulphur at Fifty—A Contemporary and Historical Perspective, 71 SMU Law Review 625 (2018)
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Laxity at the Gates: The SEC's Neglect to Enforce Control Person Liability, 11 Virginia Law & Business Review 201 (2017) (with Forrest Roberts)
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The SEC's Neglected Weapon: A Proposed Amendment to Section 17(a)(3) and the Application of Negligent Insider Trading, 19 University of Pennsylvania Journal of Business Law (2017) (with Abel Ramirez Jr.)
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From the Regulatory Abyss: The Weakened Gatekeeping Incentives under the Uniform Securities Act, 35 Yale Law & Policy Review 1 (2016) (with James Ames)
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Pleading Securities Fraud Claims - Only Part of the Story, 45 Loyola University (Chicago) Law Journal 603 (2014)
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The Emergence of a New Battleground: Liability for Secondary Market Violations in Ontario, 48 International Lawyer 17 (2014) (with Alex Prescott)
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Transnational Dealings—Morrison Continues to Make Waves, 46 International Lawyer 829 (2012) (with Kelly Flanagan)
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Enhanced "Blue Sky" Enforcement, 50 Washburn Law Journal 563 (2011)
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The Assault on Section 11 of the Securities Act: A Study in Judicial Activism, 63 Rutgers Law Review 1 (2010) (with Brent A. Kirby)
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A Prolonged Slump for "Plaintiff-Pitchers:" The Narrow "Strike Zone" for Securities Plaintiffs in the Fourth Circuit, 88 North Carolina Law Review 1923 (2010) (with Dustin Appel)
SSRN | SMU Repository

Blurring the Lines Between Pleading Doctrines: The Enhanced Rule 8(a)(2) Plausibility Pleading Standard Converges With the Heightened Pleading Standards Under Rule 9(b) and the PSLRA, 30 University of Texas Review of Litigation 1 (2010) (with Diego E. Gomez-Cornejo)
SSRN | SMU Repository

Disney Goes Goofy: Agency, Delegation, and Corporate Governance, 60 Hastings Law Journal 201 (2008) (with Matthew D. Bivona)
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Examining the Pipeline: A Contemporary Assessment of Private Investments in Public Equity (“PIPES”), 11 University of Pennsylvania Journal of Business Law 1 (2008) (with Emmanuel Obi)
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The Corporate /Securities Attorney as a “Moving Target” — Client Fraud Dilemmas, 46 Washburn Law Journal 1 (2006)
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Attorney Liability Under the State Securities Laws: Landscapes and Minefields, 3 University of California, Berkeley Business Law Journal 1 (2005) (with Chris Claassen)
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Counsel Conflict Dilemmas in Mergers and Acquisitions, 47 South Texas Law Review 3 (2005)
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Minimizing Corporate Liability Exposure When the Whistle Blows in the Post Sarbanes-Oxley Era, 30 Journal of Corporation Law 445 (2005) (with Seth A. Kaufman)
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Lurking in the Shadows: The Hidden Issues of the Securities and Exchange Commission's Regulation FD, 27 Journal of Corporation Law 173 (2002) (with Jason B. Meyers)
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The SEC and the Securities Industry Respond to September 11th, 26 International Lawyer 131 (2002)
SMU Repository

Short-Form Mergers in Delaware, 27 Delaware Journal of Corporate Law 489 (2002)
SSRN | SMU Repository

The Development of Internationally Acceptable Accounting Standards: A Universal Language for Finance in the 21st Century, 27 Securities Regulation Law Journal 324 (1999) (coauthored)

Insider Trading, Selective Disclosure and Prompt Disclosure: A Comparative Analysis, 22 University of Pennsylvania Journal of International Economic Law 635 (2001)
SSRN | SMU Repository

Book chapters

Emerging Capital Securities Markets: Tasks, Challenges and Objectives, in A NEW INTERNATIONAL FINANCIAL ARCHITECTURE: A VIABLE APPROACH 237 (The British Institute of International and Comparative Law 2001)

Other publications

The Continual Dismantling of the Mandatory Disclosure Framework — The SEC’s Inaction, Harvard Law School Forum on Corporate Governance (2023)

Insider Trading — SEC v. Mark Cuban — A Litigation Saga, 58 University of Louisville Law Review 1 (2019) (The 2019 William Marshall Bullitt Lecture)
SSRN | SMU Repository

The SEC’s Proposed Amendments to the Accredited Investor Definition: Slighting Investor Protection Priorities, 48 Securities Regulation Law Journal 73 (2020) (column)

Corporate Lawyers: Ethical and Practical Lawyering with Vanishing Gatekeeper Liability, 88 Fordham Law Review 1575 (2020)
SSRN | SMU Repository

Fifty Years of Excellence, 50 International Lawyer 3 (2017)
SMU Repository

From the Editor-in-Chief, 49 Securities Regulation Law Journal 233 (2021) (regular contribution also in 45 Securities Regulation Law Journal 5 (2017)

Professor Alan R. Bromberg's Rule 10B-5,68 SMU Law Review 617 (2015)
SSRN | SMU Repository

In Honor of Stanley Sporkin, 43 Securities Regulation Law Journal 5 (2015)

In Honor of Professor Alan R. Bromberg, 68 SMU Law Review xi (2015)
SMU Repository

Attorney Conflicts of Interest—The Use of “Screening” in the Corporate/Securities Setting, 39 Securities Regulation Law Journal 191 (2011)

Enhancing Corporate Governance in the Mergers and Acquisitions Context — The Lawyer’s Independence, in Corporate Governance Post-Enron — Comparative and International Perspectives 151 (The British Institute of International and Comparative Law) (2006)

Attorney Conflict Scenarios in the M&A Setting, 33 Securities Regulation Law Journal 310 (2005)

Alter Ego and Single Business Enterprise in the Texas Contractual Debt Context, 41 Texas Journal of Business Law 1 (2005)

Insider Trading — A Comparative Perspective at 831, in Current Developments in Monetary and Financial Law (International Monetary Fund 2005)

32 Securities Regulation Law Journal 136 (2004) (Book review)

The SEC’s Use of “Plain English”: A Note from the Editor-In-Chief, 31 Securities Regulation Law Journal 272 (2003)

Lawyer Liability After Sarbanes-Oxley — Has the Landscape Changed?, 3 Wyoming Law Review 371 (2003)
SMU Repository

Insider Trading Regulation — A Comparative Analysis, 37 International Lawyer 153 (2003)
SSRN | SMU Repository

Foreword—Symposium on International Company and Securities Law, 37 International Lawyer 1 (2003)
SMU Repository

“Tips” to Avoid Corporate/Securities Malpractice, 31 Securities Regulation Law Journal 117 (2003)

Sarbanes-Oxley: A Note from the Editor-In-Chief, 30 Securities Regulation Law Journal 358 (2002)

Curtailing Investor Protection Under the Securities Laws: Good for the Economy?, 55 SMU Law Review 347 (2002)
SMU Repository

The "Accredited" Individual Purchaser Under SEC Regulation D: Time to Up the Ante, 29 Securities Regulation Law Journal 93 (2001) (column)

Corporate Counsel: Roles and Liabilities - An Essay for Professor Walter Steele, 52 SMU Law Review 707 (1999), 64 Journal of Air Law and Commerce 663 (1999)
SMU Repository