Lynn Andrea Stout (September 14, 1957 – April 16, 2018) was an American corporate law scholar. She was a Distinguished Professor of Corporate & Business Law at the Cornell Law School and, before that, the Paul Hastings Professor of Corporate and Securities Law at

UCLA Law School The UCLA School of Law is one of 12 professional schools at the University of California, Los Angeles. UCLA Law has been consistently ranked by '' U.S. News & World Report'' as one of the top 20 law schools in the United States since the inception ...

. She specialized in researching, writing about, lecturing on, and teaching corporate law, securities and derivatives regulation, law and economics, business ethics, and

prosocial behavior Prosocial behavior, or intent to benefit others, is a social behavior that "benefit other people or society as a whole", "such as helping, sharing, donating, co-operating, and volunteering". Obeying the rules and conforming to socially accepted beh ...

in relation to the law. She died on April 16, 2018 at the age of 60 following a long struggle with cancer.In Memory of Lynn Stout, Cornell Law School Website
Retrieved: 2018-04-16.

Career

Stout received a

B.A. Bachelor of arts (BA or AB; from the Latin ', ', or ') is a bachelor's degree awarded for an undergraduate program in the arts, or, in some cases, other disciplines. A Bachelor of Arts degree course is generally completed in three or four yea ...

''summa cum laude'' from

Princeton University Princeton University is a private research university in Princeton, New Jersey. Founded in 1746 in Elizabeth as the College of New Jersey, Princeton is the fourth-oldest institution of higher education in the United States and one of the ...

as well as a Master's in Public Policy from Princeton's Woodrow Wilson School and a J.D. from the

Yale Law School Yale Law School (Yale Law or YLS) is the law school of Yale University, a private research university in New Haven, Connecticut. It was established in 1824 and has been ranked as the best law school in the United States by '' U.S. News & Worl ...

. Until 2012 she was the Paul Hastings Professor of Corporate and Securities Law at the

University of California, Los Angeles School of Law The UCLA School of Law is one of 12 professional schools at the University of California, Los Angeles. UCLA Law has been consistently ranked by '' U.S. News & World Report'' as one of the top 20 law schools in the United States since the inception ...

, after which she joined the Cornell Law School where she was the Distinguished Professor of Corporate & Business Law and Director of the ''Clarke Program on Corporations & Society''. She also taught at George Washington Law School,

New York University New York University (NYU) is a private research university in New York City. Chartered in 1831 by the New York State Legislature, NYU was founded by a group of New Yorkers led by then- Secretary of the Treasury Albert Gallatin. In 1832, th ...

Law School, Harvard Law School, and

Georgetown University Georgetown University is a private university, private research university in the Georgetown (Washington, D.C.), Georgetown neighborhood of Washington, D.C. Founded by Bishop John Carroll (archbishop of Baltimore), John Carroll in 1789 as Georg ...

, and served as a Guest Scholar at the

Brookings Institution The Brookings Institution, often stylized as simply Brookings, is an American research group founded in 1916. Located on Think Tank Row in Washington, D.C., the organization conducts research and education in the social sciences, primarily in e ...

. She served as an Independent Trustee of the Eaton Vance Mutual Funds since 1998 and on the Advisory Board of the Aspen Institute's Business and Society Program since 2009. Starting in 2014, Stout also served on the U.S. Treasury Department'sbr>Financial Research Advisory Committee
and on the Board of Governors of the

CFA Institute The CFA Institute is a global, not-for-profit professional organization that provides investment professionals with finance education. The institute aims to promote standards in ethics, education, and professional excellence in the global investme ...

. She was also named one of the 100 Most Influential People In Business Ethics in 2014 by the

Ethisphere Institute The Ethisphere Institute is a for-profit company that defines and measures corporate ethical standards, recognizes companies that excel, and promotes best practices in corporate ethics. The company is located in Scottsdale, Arizona. The compa ...

. In 2012, Stout elected to leave the UCLA faculty and joined Cornell Law School after UCLA accepted a $10 million donation from

Lowell Milken Lowell Jay Milken (born November 29, 1948) is an American businessman, philanthropist, and the co-founder and chairman of the Milken Family Foundation. He is also the founder of the National Institute for Excellence in Teaching, TAP System for T ...

to create a "Lowell Milken Business Law and Policy Institute." Stout expressed ethical concerns about UCLA's decision to name a business law center after Lowell Milken in light of the fact that he had been banned from the

securities industry A security is a tradable financial asset. The term commonly refers to any form of financial instrument, but its legal definition varies by jurisdiction. In some countries and languages people commonly use the term "security" to refer to any f ...

and barred from the

New York Stock Exchange The New York Stock Exchange (NYSE, nicknamed "The Big Board") is an American stock exchange in the Financial District of Lower Manhattan in New York City. It is by far the world's largest stock exchange by market capitalization of its listed ...

Notable theories

Stout was one of the first to apply the scientific evidence on unselfish prosocial behavior ("conscience") to our understanding of how legal rules shape behavior. ''Cultivating Conscience: How Good Laws Make Good People'' (Princeton University Press, 2011) critiques the "

homo economicus The term ''Homo economicus'', or economic man, is the portrayal of humans as agents who are consistently rational and narrowly self-interested, and who pursue their subjectively defined ends optimally. It is a word play on ''Homo sapiens'', u ...

" assumption of rational selfishness and surveys behavioral science evidence demonstrating how and when people sacrifice their own material welfare to help or to avoid harming others. It applies the lessons of behavioral science to the questions of how tort, contract, and criminal law rules shape behavior, and suggests how to use law and rules more effectively by recruiting the force of conscience, not just material incentives, to encourage cooperative, ethical, and law-abiding behavior. Stout has also published articles on the importance of unselfish prosocial behavior in analyzing judicial behavior, corporate boards, and corporate and securities law. Her 2012 book, ''The Shareholder Value Myth: How Putting Corporations First Harms Investors, Corporations, and the Public'', addresses hazards of the "

shareholder primacy Shareholder primacy is a theory in corporate governance—especially when dealing with United States corporate law—holding that shareholder interests should be assigned first priority relative to all other corporate stakeholders. A shareholder ...

" view that corporations should be run to maximize shareholder wealth as measured by share price. The Media Consortium named this book "one of the five most impactful stories in 2012" and it was named b
Directors & Boards Magazine
as the 2012 Governance Book of the Year. ''Citizen Capitalism: How A Universal Fund Can Provide Influence and Income to All'' is a book by Lynn Stout that was published posthumously in 2019. In it, she and her coauthors Sergio Gramitto and Tamara Belinfanti argue for the establishment of a Universal Fund, a mega-mutual fund in which every American over the age of eighteen would receive a share."Citizen Capitalism: How A Universal Fund Can Provide Influence and Income to All
"Amazon.com" According to the authors, this would help to solve two pressing problems at once. Firstly, the dividends of the Fund would be distributed to a wide proportion of the American population, thereby reducing inequality, and secondly, the shareholders would have access to the voting rights of the shares within the Fund, giving the American populace a voice in corporate governance like never before. Additionally, it outlines how all of this could be accomplished without government action, through donations made to the Universal Fund by the ultra-wealthy and the corporations themselves.

Publications

Selected books

*''Citizen Capitalism: How A Universal Fund Can Provide Influence and Income to All'' (Berrett-Koehler Publishers, 2019) *''The Shareholder Value Myth: How Putting Shareholders First Harms Investors, Corporations, and the Public'' (Berrett-Koehler Publishers, 2012) *''Cultivating Conscience: How Good Laws Make Good People'' (Princeton University Press, 2011) *''Cases and Materials on Law and Economics'' (with David Barnes, West 1992)

Notes

External links