Southwestern Law School Los Angeles, CA

Faculty Profile

Michael B. Dorff

Michael B. Dorff

Michael & Jessica Downer Endowed Chair and Professor of Law

A.B., cum laude, General Studies, 1992, Harvard College; J.D., magna cum laude, 1996, Harvard University; Member, Texas and New York State Bars

Courses    Publications

Phone: (213) 738-6748
Office: BW355


A keen and impartial observer of corporate law, Michael Dorff offers students an enthusiastic initiation into the complex subject while encouraging them to scrutinize the system. "We shouldn't accept the law unquestioningly," he says. "We should look at it critically."

"We shouldn't accept the law unquestioningly, we should look at it critically."

After graduating from law school, Professor Dorff served as a law clerk for Judge Levin H. Campbell of the U.S. Court of Appeals for the First Circuit. In 1997, he began his career in private practice as a litigation associate primarily handling contract disputes, first with the firm of Gibbs & Bruns in Houston, and later at Friedman, Kaplan & Seiler in New York.

While he enjoyed practicing law, Professor Dorff had his sights set on teaching, and in 2000, he joined the full-time faculty at Rutgers University School of Law-Camden where he taught contracts, business organizations and securities regulation. "As a law professor," he says, "I find the real satisfaction comes when a student's question causes me to see the law in a different way."

In 2003, Professor Dorff returned to his native Los Angeles upon his appointment to the faculty at Southwestern where his mission is to demystify corporate law and demonstrate how "corporations really tick." One of his favorite teaching tools is the Wall Street Journal from which he selects several ongoing cases or issues for his classes to follow throughout the semester. "It shows students that this is concrete, this is real life," he says. In recognition of his contributions to Southwestern and legal education, Professor Dorff was named as the Irwin R. Buchalter Professor of Law in 2008. He taught Securities Regulation as a visiting professor at the University of California, Los Angeles School of Law in Spring 2008.

Professor Dorff served as Associate Dean for Research at Southwestern for five years, where he oversaw the support and development of faculty scholarly research and publications. He served as chair of the Association of American Law Schools Section on Scholarship in 2010. His own publications have focused on a variety of issues in corporate law including executive compensation, social entrepreneurship, entrepreneurial finance, benefit corporations, corporate governance, decision theory, and the philosophical and moral underpinnings of welfare economics. He has lectured widely on his research at law schools and to corporate directors and officers throughout the country and internationally. His book on executive compensation, Indispensable and Other Myths: Why the CEO Pay Experiment Failed, and How to Fix It was published by the University of California Press in 2014. His writing has appeared or been discussed in publications such as The Atlantic, The Economist, The New Yorker, The Huffington Post, Politico, Slate, The Los Angeles Times, and Fortune.


Books and Chapters


The Odd Couple: Delaware and Public Benefit Corporations in Steven Davidoff Solomon and Randall S. Thomas, THE CORPORATE CONTRACT IN CHANGING TIMES (University of Chicago Press, forthcoming 2017)

Is there a Method to the Madness? Why Creative and Counterintuitive Solutions Are Counterproductive in THEORETICAL FOUNDATIONS OF LAW & ECONOMICS (with K. Ferzan; Cambridge University Press, 2009)

Executive Compensation in Public Corporations in JEWISH VOICES/JEWISH CHOICES: Power (E. Dorff, L. Newman, eds.; Jewish Publication Society, 2008)


Why Public Benefit Corporations?, 42 DELAWARE JOURNAL OF CORPORATE LAW (forthcoming 2016)

Assessing the Assessment: B Lab's Effort to Measure Corporate Benevolence, 40 SEATTLE LAW REVIEW (forthcoming 2016)

The Siren Call of Equity Crowdfunding, 39 JOURNAL OF CORPORATION LAW 493 (2014)

Are CEOs Really Overpaid?, 1 WORKSPAN 49 (January 2014)

Congress' Wrong-Way Approach to CEO Pay, LOS ANGELES TIMES (October 2013)

Confident Uncertainty, Excessive Compensation, and the Obama Plan, 85 INDIANA LAW JOURNAL 491 (2009)

The Perils of Forgetting Fairness, 59 CASE WESTERN RESERVE LAW REVIEW 597 (with K. Ferzan; 2009)

The Group Dynamics of Theory of Executive Compensation, CARDOZO LAW REVIEW (2007)

Does One Hand Wash the Other? Testing the Managerial Power and Optimal Contracting Theories of Executive Compensation, 30 JOURNAL OF CORPORATION LAW 255 (2005)

Softening Pharaoh's Heart: Harnessing Altruistic Theory and Behavioral Law and Economics to Rein in Executive Salaries, 51 BUFFALO LAW REVIEW 811 (2003)

Why Welfare Depends on Fairness: A Reply to Kaplow and Shavell, 75 SOUTHERN CALIFORNIA LAW REVIEW 847 (2002)

Selling the Same Asset Twice: Towards a New Exception to Corporate Successor Liability Rules, 73 TEMPLE LAW REVIEW 717 (2000)

Attaching Tort Claims to Contract Actions: An Economic Analysis of Contort, 28 SETON HALL LAW REVIEW 390 (1997)


2014, Excellence in Teaching Award Recipient