Manning G. Warren III

Harold Edward Harter Professor of Law

Manning G. Warren III's picture
   

Professor Warren joined the faculty at the University of Louisville Brandeis School of Law in 1990, having been appointed to the Harold Edward Harter Endowed Chair of Commercial Law.  Professor Warren attended law school at the George Washington University National Law Center, after being awarded a full scholarship as a Trustee Scholar.  He received his J.D. with honors in 1973.  After graduation he served as law clerk for U.S. District Judge Seybourn H. Lynne, Chief Judge for the Northern District of Alabama.  From 1974 to 1983 he was in the private practice of law at Birmingham, Alabama, first at Bradley, Arant, Rose and White, and then as a partner at Ritchie, Rediker and Warren.  He began his academic career in 1983, joining the faculty at the University of Alabama School of Law.  Professor Warren has served as visiting professor of law at George Washington University, Emory University School of Law, and the University of Arizona.  In addition he was appointed Senior Fulbright Scholar and visiting professor of law at Queen Mary College, University of London, during the 1988-1989 academic year.

Professor Warren’s scholarship is directed toward securities regulation, corporate law and European Union law.  He has published numerous articles in the United States and Europe, has been frequently interviewed by the Wall Street Journal, Business Week and other periodicals, and has testified before the United States Senate on the regulation of securities markets.  He was a member of the SEC’s Federal Advisory Committee on Market Transactions, and has served as a consultant to the London Stock Exchange, the U.S. Congress Office of Technology Assessment and numerous state securities commissions.  In recent years, Professor Warren has published articles in the Harvard International Law Journal, the Common Market Law Review, the Washington University Law Quarterly, and the Washington & Lee Law Review, among others, addressing corporate and securities law issues.

In addition to his teaching and research, Professor Warren serves on a number of American Bar Association committees, and is an active member of the Kentucky, Alabama and District of Columbia Bar Associations and the American Law Institute.  He is the Chair Elect and Past Chair of the Business Law Section of the Kentucky Bar Association.  In addition, he has served as President of the Louisville Orchestra and as a member of the Board of Directors of the Kentucky Shakespeare Festival and now serves on the Board of Trustees of the Louisville Zoo Foundation.  In addition, he serves on the board of the Louisville Chapter of the American Red Cross and has volunteered for years with the Red Cross both nationally and internationally.  He represented the American Red Cross as special counsel in connection with relief missions in Ethiopia, Sudan and India and at numerous meetings of the International Red Cross.

Courses Taught

Business Organizations

Securities Regulation

Venture Capital

European Union Law

Commercial Transactions (UCC)

Publications

Books

BUSINESS ENTERPRISES: LEGAL STRUCTURES, GOVERNANCE AND POLICY with Douglas Branson, Joan Heminway, Mark Loewenstein and Marc Steinberg, 2nd Ed. (Lexis/Nexis 2012).

Forfeiture of Executive Compensation: The Common Law Remedy for an Agent’s Breach of Fiduciary Duty, Russell Weaver, François Lichère (eds./dir.) RECOGNITION AND ENFORCEMENTS OF JUDGEMENTS, COMPARARTIVE AND INTERNATIONAL PERSPECTIVES (Presses Universitaires D’ Aix-Marseille 2010).

EUROPEAN SECURITIES REGULATION (Kluwer 2003).

BUSINESS ENTERPRISES: LEGAL STRUCTURES, GOVERNANCE AND POLICY (LEXIS/NEXIS 2008).

A Guide to Parallel Proceedings, Sections I (B) and II (G), NEW YORK ATTORNEY GENERAL SECURITIES ENFORCEMENT MANUAL, N.Y. State Attorney General's Office (2001).

Practical Guide on the European Community Directives: Summary of EC Directives on Securities Regulation, INTERNATIONAL SECURITIES LAWS HANDBOOK (Bowne & Co. 1995-2003).

SECURITIES REGULATION IN THE COMMON MARKET: A REPORT TO THE U.S. CONGRESS OFFICE OF TECHNOLOGY ASSESSMENT (1989).

SOUTHEAST LITIGATION GUIDE, Volumes 1 - 6, 11 and Annual Supplements (Matthew Bender & Co. 1981-93), with former U.S. District Judge Sidney O. Smith, Jr. and Bill Colson.

ALABAMA SECURITIES ACT: PROPOSED REVISION WITH COMMENTARY (Alabama Law Institute 1989).

Articles

The Role of the States in the Regulation of Private Placements, 102 KENTUCKY LAW JOURNAL ___ (2014).

 The Prospects for Convergence of Collective Redress Remedies in the European Union, 47 INTERNATIONAL LAWYER ___ (2013).

The U.S. Securities Fraud Class Action: An Unlikely Export to the European Union, 37 BROOKLYN JOURNAL OF INTERNATIONAL LAW 1075 (2012).

Equitable Clawback: An Essay on Restoration of Executive Compensation, 12 UNIVERSITY OF PENNSYLVANIA JOURNAL OF BUSINESS LAW(2010).

An Essay on Rule 506 of Regulation D: Its Questionable Origins, Regulatory Oblivion and Judicial Revitalization, 38 SECURITIES REGULATION LAW JOURNAL 4 (2010).

The Harmonization of European Securities Law, 37 INTERNATIONAL LAWYER 211 (2003).

Revenue Recognition and Corporate Counsel, 56 SOUTHERN METHODIST UNIVERSITY LAW REVIEW 885 (2003); reprinted in M. Regan and J. Bauman, LEGAL ETHICS AND CORPORATE PRACTICE (2008).

Reflections on Dual Regulation of Securities: A Case for Reallocation of Regulatory Responsibilities, 78 WASHINGTON UNIVERSITY LAW QUARTERLY 497 (2000).

Federalism and Investor Protection: A Constitutional Shield Against Congressional Assault on the Common Law of Fraud, 60 JOURNAL OF LAW AND CONTEMPORARY PROBLEMS 169 (Duke University 1998); reprinted in 32 SECURITIES LAW REVIEW 545 (2000), as one of top ten articles in field.

The Primary Liability of Securities Lawyers, 50 SOUTHERN METHODIST UNIVERSITY LAW REVIEW 383 (1996).

The European Union's Investment Services Directive, 15 UNIVERSITY OF PENNSYLVANIA JOURNAL OF INTERNATIONAL BUSINESS LAW 181 (1994).

Co-Author, Review of Developments in State Securities Regulation, 49 BUSINESS LAWYER 403 (1993).

The Investment Services Directive: The North Sea Alliance Victory Over the Club Med, 6 INTERNATIONAL SECURITIES REGULATION REPORT (No. 3) 6 (1993); reprinted in H. Scott and P. Wellons, INTERNATIONAL SECURITIES REGULATION (Foundation Press 2002);H. Scott and P. Wellons, INTERNATIONAL FINANCE (Foundation Press 1995); 4 EUROWATCH: ECONOMICS, POLICY AND LAW IN THE NEW EUROPE (No. 6) (1993).

The Regulation of Insider Trading in the European Community, 48 WASHINGTON AND LEE LAW REVIEW1037 (1991); reprinted in CORPORATE SECRETARY'S GUIDE (CCH) ¶ 48,200 (1992).

The Treatment of Reves 'Notes' and Other 'Securities' under State Blue Sky Laws, 47 BUSINESS LAWYER 321 (1991).

The Global Harmonization of Securities Laws: The Achievements of the European Communities, 31 HARVARD INTERNATIONAL LAW JOURNAL 185 (1990); reprinted in M. Steinberg, SECURITIES REGULATION 1366 (Matthew Bender).

The Common Market Prospectus, 26 COMMON MARKET LAW REVIEW 687 (1990).

Regulatory Harmony in the European Communities: The Common Market Prospectus, 16 BROOKLYN JOURNAL OF INTERNATIONAL LAW 19 (1990); reprinted in H. Scott and P. Wellons, INTERNATIONAL SECURITIES REGULATION (Foundation Press 2002); H. Scott and P. Wellons, INTERNATIONAL FINANCE (Foundation Press 1995).

Euroequity Offerings: A Preliminary Note on Worldwide Regulatory Harmony, 5 GESTION 2000 MANAGEMENT AND PROSPECTIVE 17 (Universite Catholique de Louvain, Belgium 1989).

One Share, One Vote: A Perception of Legitimacy, 14 JOURNAL OF CORPORATION LAW 89 (University of Iowa 1988); ONE SHARE/ONE VOTE:  HEARING BEFORE THE SENATE COMMITTEE ON BANKING, HOUSING AND URBAN AFFAIRS, 100th Congress, 2nd Session 82 (1988).

A Foreword on Insider Trading Regulation, 39 ALABAMA LAW REVIEW 337 (1988).

Who's Suing Who? A Commentary on Investment Bankers and the Misappropriation Theory, 46 MARYLAND LAW REVIEW 1222 (1987); reprinted in 21 SECURITIES LAW REVIEW 189 (1989), as one of top ten articles in field.

Legitimacy in the Securities Industry: The Role of Merit Regulation, 53 BROOKLYN LAW REVIEW129 (1987).

The Status of the Marketplace Exemption from State Securities Registration, 41 BUSINESS LAWYER 1511 (1986).

The Effect of Warranty Disclaimers on Revocation of Acceptance Under the Uniform Commercial Code, 37 ALABAMA LAW REVIEW 307 (1986) (with Michelle Rowe).

Co-author, Investment Securities (Annual Survey of Uniform Commercial Code), 46 BUSINESS LAWYER 1697 (1991); 45 BUSINESS LAWYER 2461 (1990); 42 BUSINESS LAWYER 1315 (1987), 41 BUSINESS LAWYER 1449 (1986); 40 BUSINESS LAWYER 1187 (1985).

Developments in State Takeover Legislation: MITE and its Aftermath, 40 BUSINESS LAWYER 671 (1985).

Reflections on Dual Regulation of Securities: A Case Against Preemption, 25 BOSTON COLLEGE LAW REVIEW 258 (1984).

A Review of Regulation D: The Present Exemption Regimen for Limited Offerings Under the Securities Act of 1933, 33 AMERICAN UNIVERSITY LAW REVIEW 355 (1984); reprinted in M. Steinberg, SECURITIES REGULATION 134 (Matthew Bender) and in 1985 CORPORATE COUNSEL'S ANNUAL 227 (Matthew Bender).

The Notice Requirement in Administrative Rulemaking: An Analysis of Legislative and Interpretive Rules, 29 ADMINISTRATIVE LAW REVIEW 367 (1977).

Book Reviews

Book Review, Steinberg, INTERNATIONAL SECURITIES LAW: A CONTEMPORARY AND COMPARATIVE ANALYSIS, 35 International Lawyer 231 (2001).

Book Review, Poser, INTERNATIONAL SECURITIES REGULATION: LONDON'S BIG BANG AND THE EUROPEAN SECURITIES MARKETS, 29 Columbia Journal of Transnational Law 653 (1992).

Book Review, Clark, THE LAW OF SECURED TRANSACTIONS UNDER THE UNIFORM COMMERCIAL CODE, 11 Cumberland Law Review 799 (1981).

Presentations

 “Getting Over the Hurdle: Proving the Ponzi,” North American Securities Administrators Association (NASAA) Enforcement Training Conference, New Orleans, Louisiana (January 22, 2012).

“Regulation D Enforcement,” North American Securities Administrators Association (NASAA) Enforcement Training Conference, New Orleans, Louisiana (January 23, 2012).

 “An Essay on Rule 506 of Regulation D: It’s Questionable Origins, Regulatory Oblivion and Judicial Revitalization,” 92nd Annual Conference of the North American Securities Administrators Association, Denver, Colorado (September 15, 2009).

“Equitable Clawback: An Essay on Restoration of Executive Compensation,” Sixth Remedies Discussion Forum, University of Aix-Marseille, Aix-en-Provence, France (June 5-6, 2009).

“A Synopsis of Regulation D and the Kentucky Exemptions: The Exemptive Scheme for Limited Offerings of Securities,” Kentucky Bar Association Business Law Section  (October 29, 2008).

"A Comment on the Fiduciary Duties of Promoters," Kentucky Bar Association Business Law Section (February 7, 2008).

University and Community Service

President’s Distinguished Faculty Awards Committee (2008 - Present). 

Louisville Zoo Foundation Board of Trustees (2008-present).

Past President, Louisville Orchestra (2003-2005), Board of Directors (1991-2005). 

 Board of Directors, Louisville Orchestra Foundation (2004-2008).

Past Board Member, Kentucky Shakespeare Festival.

Board of Directors, American Red Cross, Louisville Area Chapter (1991-present); Birmingham Area Chapter (1977-1983).

Past Chair, Kentucky Bar Association Business Law Section (2008-present).

ABA Liaison to State of Kentucky, Regulation of Securities Committee (1991-present).

University of Louisville Faculty Grievance Committee (2007-present).

University of Louisville Representative to Fox 41 WDRB Editorial Board (2005-present).

University of Louisville Scholar Awards Committee (1998-present).

University of Louisville Moot Court Board Faculty Advisor (2008-present).

Faculty Advisor, UofL Moot Court Team, Irving R. Kaufman Memorial Securities Law Moot Court Competition, Fordham University, New York, NY (1995 - Present).