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Charles W. Murdock

Title/s:  Professor and Loyola Faculty Scholar

Office #:  Corboy 1424

Phone: 312.915.7142

Email:

About

Charles W. Murdock's SSRN Website

Charles W. Murdock is one of the leading scholars and experts in Illinois corporate law and other business organizations. He has published numerous law review articles; the second edition of his two-volume treatise on Illinois Business Organizations for West Publishing Company: 7,8 Illinois Practice – Business Organizations, is supplemented annually. Professor Murdock was the draftsman for the 1983 Illinois Business Corporation Act, and on the committees that have revised the Illinois Limited Liability Act.

While in law school, Professor Murdock served as editor of Recent Decisions. Upon graduation, he joined Schiff, Hardin & Waite, a large Chicago law firm specializing in corporate and securities work. Before assuming the deanship of Loyola in 1975, he taught at DePaul, Notre Dame, and the University of California (Hastings). In 1983, he resigned as dean to serve as Deputy Attorney General of Illinois; he returned to the Loyola faculty in 1985.

While at Notre Dame, he was one of the founders for the National Center for Law and the Handicapped and also established a Minority Enterprise Small Business Investment Company, the first MESBIC to be affiliated with a university and to be supported by faculty and graduate students. He has frequently served as an expert witness in corporate and securities law matters and as a lecturer in local and national CLE programs; he has also served as a special master for the District Courts for the Northern District of Illinois and as a consultant to the Securities and Exchange Commission. Professor Murdock co-founded the Loyola Family Business Program, a membership forum of many of the most significant family businesses in the Midwest, and has also been recognized in Who’s Who in America.

Degrees

BSChE, Illinois Institute of Technology, 1956
JD, Loyola University Chicago School of Law, 1963

Selected Publications

Books

Illinois Practice – Business Organizations, vol. 7 & 8 (West 2d ed. 2010), suppl. annually

Illinois Practice – Business Organizations, vol. 7 & 8 (West 1996)

Business Organizations Casebook (West Custom Publ. 2006), 813 pp.

The Illinois Business Corporation Act Annotated (3rd ed. 1975), West Publishing Company, 2 vol., 1253 pp.

“Liability of Members and Manager in Limited Liability Companies Including Breach of Fiduciary Duties,” chapter 6, Limited Liability Companies and S Corporations (IICLE 3d ed. 2017), 66 pp.

“Fiduciary Duties,” Chapter 3 in 1 Illinois Business Law Series (2020), 126 pp.

“Enron: A New Paradigm of Moral Hazard,” The Global Economy: Financial, Trade, and Knowledge Asymmetries (The APF Press 2003), pp. 258-77.

Articles

Blurring the Line between Primary and Secondary Liability and Its Implications for Collateral Actors in Private Securities Litigation, 48 Securities Regulation L. J. (2020)(with Charles A. Klingenberger)

Why Ricardo’s Theory of Comparative Advantage Regarding Foreign Trade Doesn’t Work in Today’s Global Economy, University of Bologna Law Review, vol. 5, no. 1, pp. 59-130, May 2020, ISSN 2531-6133, available at: https:/bolognalawreview.unibo.it/article/view/10881.

The Future of Insider Trading after Salman: Perpetuation of a Flawed Analysis or a Return to Basics, 70 Hastings L. J. 1547 (2019)

Halliburton, Basic and Fraud on the Market: The Need for a New Paradigm, 60 Vill. L. Rev. 203 (2015) [article]
 
The Significance and Impact of Price Distortion in the Fraud-on-the-Market Theory after Halliburton II, 46 Loy. U. Chi. L.J. 101 (2015)
 
Janus Capital Group, Inc. v. First Derivative Traders: The Culmination of the Supreme Court’s Evolution from Liberal to Reactionary in Rule 10b-5 Actions, 91 Denv. U. L. Rev. 369 (2014), 71 pp. [article]
 
The Private Securities Litigation Reform Act and Particularity: Why Are Some Courts in an Alternate Universe, 45 Loy. U. Chi. L.J. 615 (2014), 37 pp. (Symposium on Strategies for Investigating and Pleading Securities Law Claims) [article]

What Kahneman Means for Lawyers: Some Reflections on Thinking, Fast and Slow, 44 Loy. U. Chi. L. J. 1377 (2013)(co-authored with Barry Sullivan) [article]

Credit Default Swaps: Dubious Instruments, 3 Harv. Bus. L. Rev. Online 133 (2013) [article]

The Big Banks: Background, Deregulation, Financial Innovation, and ‘Too Big to Fail’, 90 Denv. U. L. Rev. 505 (2012), 54 pp. [article]

Redoing the Statutory Scheme by Rule-Making: All Regulation Is Not Burdensome,  40 Sec. Reg. L. J 251 (2012), 18 pp.

The Dodd-Frank Wall Street Reform and Consumer Protection Act:  What Caused the Financial Crisis and Will Dodd-Frank Prevent Future Crises?, 64 S.M.U. L. Rev. 1243 (2011), 85 pp. [article]

Why Not Tell the Truth?: Deceptive Practices and the Economic Meltdown, 41 Loy. U. Chi. L.J.  801 (2010),  84 pp. [article]

Corporate Corruption and the Complicity of Congress and the Supreme Court- the Tortuous Path from Central Bank to Stoneridge Investment Partners, 6 Berk. Bus. L.J. 131 (2009), 85 pp. [article]

Sabanes-Oxley Five Years Later: Hero or Villian [abstract] [full article]

Fairness and Good Faith as a Precept in the Law of Corporations and Other Business Organizations, 36 Loy.U.Chi. L.J. 551 (2005) [article]

Why Not Tell the Truth?, 9 Public Interest Law Reporter 4 (Spring 2004)

What Every Lawyer Needs to Know About the Illinois Limited Liability Company Act, 92 Illinois Bar Journal 420 (August 2004) [article]

Squeeze-outs, Freeze-outs and Discounts: Why Is Illinois in the Minority in Protecting Shareholder Interests? 35 Loyola Chicago L.J.737 (2004) [abstract] [full article]

Enron: A New Paradigm of Moral Hazard, in The Global Economy: Financial, Trade, and Knowledge Asymmetries (The APF Press, 2003), at 258

The Attorney as 'Creator' or 'Author': Attorney Liability Under Enron, Chicago Bar Record (April 2003)

A Perspective on Enron from an International Point of View, IX Loyola Forum Intl. Law 59 (2002)

Limited Liability Companies in the Decade of the 1990's. Legislative and Case Law Developments and Their Implications for the Future, 56 Bus. Law. 499 (2001) [abstract] [full article]

Why Illinois -- A Comparison of the Corporate Jurisprudence of Illinois and Delaware, 19 So.Ill.L.J. 1 (1994) [article]

Corporate Governance:The Role of Special Litigation Committees, 68 Univ.of Wash.L.Rev. 79 (1993) [article]

The Evolution of Effective Remedies for Minority Shareholders and Its Impact upon Valuation of Minority Shares, 65 Notre Dame L. R. 425 (1990) [article‌

Other Publications

"Fiduciary Duties," Chapter 3 in Business Law Series, vol. 1 (IICLE, 2005)

Preface to the Illinois Limited Liability Company Act (to be published by the Illinois Secretary of State, 2003)

"Enron: Transparency, Ethics and Due Diligence," 75-slide Power Point presentation accompanying Enron 11/8/01 8K Report, Minutes of Audit Committee, 2/12/01, Vinson & Elkins 10/15/01 Report, and Powers Report dated 02/01/02

Preface to the Business Corporation Act (Illinois Secretary of State, 1997, reprinted annually) 

Works in Progress

Article entitled "Fairness and Good Faith as a Precept in the Law of Corporations and Other Business Entities," forthcoming 2005, Loyola University Chicago Law Journal.

Article entitled "A Legal, Medical Moral and Political Perspective on Abortion and Gay Marriage." 

Recent Presentations

Panelist and discussion leader, "Choosing the Form of Business Entity: Pros, Cons, and Special Issues", Chicago Bar Association, September 2004

Speaker, "Fiduciary Duty and Business Entity Choices", Illinois State Bar Association, April 2004

Speaker, "Professional Liability After Enron", Chicago Bar Association, Securities Law Institute, March 2004

Speaker, "Business Ethics: Whatever Happened to Telling the Truth?", Northwestern University Sheil Center, January 2004

Speaker, "Litigation Tells Us Why Delaware's Contractarian Statue Doesn't Work", Chicago Bar Association, January 2004

"Enron and Attorney Liability," Michigan State University - Detroit College of Law, April 2003

"Enron and Attorney Liability," Securities Law Committee, Chicago Bar Association, April 2003

"Liability and Responsibilities of Attorneys (and Other Professionals) after Enron," Corporation Committee, Chicago Bar Association, February 2003

"The Impact of Enron on Corporate Governance," Financial Market Group, Federal Reserve Bank of Chicago, October 2002

"Enron: Transparency, Ethics, Due Diligence," Chicago Bar Association Annual Securities Law Institute, March 2002

"Litigation Issues Affecting Limited Liability Companies," Chicago Bar Association, November 2001

"Shareholder Oppression and Statutory Remedies," Illinois State Bar Association, Chicago, May 2001

"New Rights and Fiduciary Responsibilities of Shareholders," Illinois State Bar Association, Chicago, May 2001

"Methods of Valuing Different Types of Businesses," Illinois Institute of Continuing Legal Education, Springfield and Chicago, March 2001