Charles R.T. O'Kelley

Professor and Director, Berle Center on Corporations, Law and Society
Curriculum Vitae


Sullivan Hall 319
(206) 398-4252


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


Corporate Governance


Corporate Law Appellate Litigation (BUSN-370-A)


Chuck O'Kelley directs the Adolf A. Berle, Jr. Center on Corporations, Law and Society. He is an expert in corporate governance and Delaware corporation law. Chuck is the author (with Robert B. Thompson) of one of the most widely used casebooks in the field of corporation law.

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.

O'Kelley has been active in the fight for social justice on a number of fronts. 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 discriminates against same sex couples with regard to the benefits of marriage.

O'Kelley is a member of the American Law Institute and the state bars of Georgia and Oregon.



The Entrepreneur and the Theory of the Modern Corporation, 31 J. Corp. L. 753 (2006). Paper presented at symposium: Robert Clark's Corporate Law: Twenty Years of Change, University of Iowa, Sept. 9 10, 2005.

Foreword: The Many Passions of Teaching Corporations, 34 Ga. L. Rev. 423 (2000).

Delaware Corporation Law and Transaction Cost Engineering, 34 Ga. L. Rev. 895 (2000).

Foreword: 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. 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).

The Constitutional Rights of Corporations Revisited: Social and Political Expression and the Corporation After First National Bank v. Bellotti, 67 Geo. L.J. 1347 (1979).

A Different Look at the Taxation of Corporate Distribution and Shareholder Gain, 13 New Eng. L. Rev. 89 (1977).


Corporations and Other Business Associations: Cases and Materials, 5th ed. (Aspen, 2006) (with Robert B. Thompson) (earlier editions in 1992, 1996, 1999, 2003).

Corporations and Other Business Associations: Statutes, Rules and Forms, 16th ed. (Aspen, 2008) (with Robert B. Thompson) (earlier editions in1992, 1993, 1995-2007).