Charles R.T. O'Kelley

Curriculum Vitae


B.A., University of the South
J.D., University of Texas
LL.M., Harvard University


Corporate Governance


Chuck O'Kelley directs the Adolf A. Berle, Jr. Center on Corporations, Law and Society. He is an expert in corporate law, and is the co-author of one of the most widely used casebooks in the field of corporation law-CORPORATIONS AND OTHER BUSINESS ASSOCIATIONS (8TH Ed. 2017).

After practicing law in Atlanta for five years, O'Kelley began his law teaching career with a one year stint at Tulane University, followed by three years at the University of Alabama.

In 1982, he joined the faculty of law at the University of Oregon where he remained for 15 years. While at Oregon, O'Kelley founded and served as the first director of the Law and Entrepreneurship Center and was the first holder of the Stewart Chair in Business Law. He completed his years at Oregon by serving as Associate Dean from 1993 to 1994 and Interim Dean from 1994 to 1997.

In 1997, Chuck joined the law faculty at the University of Georgia as the first holder of the M.E. Kilpatrick Chair of Corporate Finance and Securities Law.

In 2008, Chuck joined our faculty. Under Chuck's direction, the Adolf A. Berle Center on Corporations, Law and Society was launched in November, 2009, and has since become an internationally recognized center of academic excellence, leadership and knowledge creation in the field of corporation law.

O'Kelley has been active in the fight for social justice throughout his career. As chair of admissions for several years at Oregon and Georgia he spearheaded successful efforts to achieve a more diverse student body. While at Georgia, O'Kelley was the co-lead plaintiff in a citizen law suit challenging the constitutionality of a state constitutional provision that discriminated against same sex couples with regard to the benefits of marriage. See O'Kelley v. Perdue 2006 WL 1350171, and Perdue v. O'Kelley, 632 S.E.2d 110 (Ga. 2006).

O'Kelley is a member of the American Law Institute and the state bars of Georgia and Oregon, and of the Corporate Act Revision Committee of the Business Section of the Washington State Bar.



• THE OXFORD HANDBOOK OF THE CORPORATION (Thomas Clarke, Justin O'Brien & Charles R. T. O'Kelley eds., Oxford Univ. Press, London & New York, 2019).
• CORPORATIONS AND OTHER BUSINESS ASSOCIATIONS (8th ed., Wolters Kluwer, Boston, 2017) (with Robert Thompson) (prior editions in 1992, 1996, 1999, 2003, 2006, 2010, and 2014).

Book Chapters

The Evolving Corporation: Economy, Law and Society, in THE OXFORD HANDBOOK OF THE CORPORATION (with Thomas Clarke and Justin O'Brien) (Oxford Univ. Press, London & New York, 2019).
From Berle to the Present: The Shifting Primacies of Corporation Law Theory, in THE OXFORD HANDBOOK OF THE CORPORATION (Oxford Univ. Press, London & New York, 2019).

Book Supplements

• Corporations and Other Business Associations: Selected Statutes, Rules and Forms (1992, 1994-2018) (edited annually) (with Robert Thompson).
• Surrey, Warren, McDaniel and Ault's Federal Income Taxation, Vol. II (1987 Supp.), (1988 Supp.)(With McDaniel, Ault, and McMahon).


Merrick Dodd and the Great Depression: A Few Historical Corrections, 42 SEATTLE U. L. REV. 513 (2019).
The Evolution of the Modern Corporation: Corporate Governance Reform in Context, 2013 U. Ill. L. Rev. 1001 (2013).
Coase, Knight, and the Nexus-of-Contracts Theory of the Firm: A Reflection on Reification, Reality, and the Corporation as Entrepreneur Surrogate, 35 SEATTLE U. L. REV. 1247 (2012).
The Theory of the Firm: The Corporation as Sole-Proprietor-Surrogate (June 6, 2011) (working paper series). Available at SSRN: or doi:10.2139/ssrn.1858936.
Berle and Veblen: An Intellectual Connection, 34 SEATTLE U. L. REV. 1317 (2011).
Berle and the Entrepreneur, 33 SEATTLE U. L. REV. 1141 (2010).
The Entrepreneur and the Theory of the Modern Corporation, 31 J. CORP. LAW 753 (2006).
Delaware Law and Transaction-Cost Engineering, 34 Ga. L. Rev. 929 (2000).
Understanding the Place of Limited Liability Companies in the Spectrum of Business Forms, 73 OR. L. REV. 1 (1994).
Filling Gaps in the Close Corporation Contract: A Transaction Cost Analysis, 87 NW. U. L. Rev. 216 (1992).
Opting In and Out of Fiduciary Duties in Cooperative Ventures; Refining the So-Called Coasean Contract Theory, 70 Wash. U. L.Q. 353 (1992).
The Parenting Tax Penalty: A Framework for Income Tax Reform, 64 OR. L. REV. 375 (1986).
Tax Policy for Post-Liberal Society: A Flat Tax Inspired Redefinition of the Purpose and Ideal Structure of a Progressive Income Tax, 58 S. Cal. L. Rev. 727 (1985).
Rawls, Justice and the Income Tax: 16 GA. L. REV. 1 (1981).
Corporate Distributions and the Income Tax: A Consideration of the Inconsistency between Subchapter C and its Underlying Policy, 34 VAND. L. REV. 1 (1981) (Republished as lead article in THE MONTHLY DIGEST OF TAX ARTICLES (November 1981)).
A Different Look at the Taxation of Corporate Distribution and Shareholder Gain, 13 N. Eng. L. Rev. 89 (1977).


Berle X: Berle and His World: An Homage to William W. Bratton, 42 SEATTLE U. L. REV. 261 (2019).
Preface (with Thomas Clarke and Justin O'Brien), in THE OXFORD HANDBOOK OF THE CORPORATION (Oxford Univ. Press, London & New York, 2019.
Berle VII: The Modern Corporation and a Theory of Fields, 39 SEATTLE U. L. REV. 219 (2016).
In Berle's Footsteps, 33 SEATTLE U. L. REV. 777 (2010).
The Many Futures of Teaching Corporations, 34 GA. L. REV. 423 (2000).

Book Reviews

• Corporate Origins and Corporate Rights: American Law and the Corporation, JOTWELL (November 22, 2018) (reviewing Adam Winkler, WE THE CORPORATIONS: HOW AMERICAN BUSINESSES WON THEIR CIVIL RIGHTS (2018)),

Historicizing Corporations and Democracy, JOTWELL (September 27, 2017) (reviewing CORPORATIONS AND AMERICAN DEMOCRACY (Naomi R. Lamoreaux & William J. Novak eds., 2017)),

Academic Conferences Organized

Berle XII, Corporate Capitalism and the City of God, forthcoming May 28-29, 2020 (Seattle, WA) (co-organizer Harwell Wells).
Berle XI, Law and Corporate Culture, May 16-17, 2019 (Seattle, WA) (Co-organizers Claire Hill & Eugene Soltes).
Berle X, Berle and his World: An Homage to William W. Bratton, May 17-18, 2018 (Seattle, WA), published version 42 SEATTLE U. L. REV. 261- 936 (2019).
Berle IX, Investor Time Horizons, June 5-6, 2017 (Atlanta, GA.) (Co-organizer Anne Tucker), published version 41 SEATTLE U. L. REV. 337- 653 (2018).
Berle VIII, Benefit Corporations and the Firm Commitment Universe, June 27-28, 2016 (Seattle, WA) (Co-organizer Rick Alexander), published version 40 SEATTLE U. L. REV. 299- 819 (2017).
Berle VII, The Modern Corporation and a Theory of Fields, May 26-27, 2015 (Seattle, WA) (Co-organizer Miguel Padro), published version 39 SEATTLE U. L. REV. 219- 591 (2016).
Berle VI, Blair & Stout and Beyond, June 23-24, 2014 (Seattle, WA), published version 38 SEATTLE U. L. REV. 187- 737 (2015).
Berle V, Capital Markets, the Corporation and the Asian Century: Governance, Accountability and the Future of Corporate Law, May 12-15, 2013 (Sydney, Australia) (Co-organizer Justin O'Brien), published version 37 SEATTLE U. L. REV. 307- 811 (2014).
Berle IV, The Future of Financial and Securities Markets, June 14-15, 2012 (London, England) (Co-organizer Marc Moore), published version 36 SEATTLE U. L. REV. 299- 1241 (2013).
Berle III, The Theory of the Firm, January 13-14, 2012 (Seattle, WA), published version 35 SEATTLE U. L. REV. 1009-1498 (2012).
Berle II, (Untitled) January 21-22, 2011 (Seattle, WA), published version 34 SEATTLE U. L. REV. 993-1544 (2011).
Berle I, In Berle' Footsteps, November 6-8, 2009 (Seattle, WA), published version 33 SEATTLE U. L. REV. 777- 1292 (2010).
Teaching Corporate Law, October 15-16, 1999 (Athens, GA), published version 34 GA. L. REV. 423-1047 (2000).
Business Lawyers and Value Creation for Clients, November 1994 (Eugene OR) (Co-organizer Richard W. Painter), published version 74 OREGON L. REV. 1-339 (1995).