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Carol Liao
Liu Scholar; PhD (UBC) / SJD (Toronto) (Joint Program); Law
Office: University of Toronto Faculty of Law
Address: 84 Queen's Park, Toronto ON
Email: cliao@uvic.ca
Phone: 778-235-8622
 

Carol will be a tenure-track Assistant Professor at the Faculty of Law, University of Victoria, commencing in July 2015. She is currently completing a combined PhD/SJD degree at the University of British Columbia and the University of Toronto.

Carol specializes in business law, corporate social responsibility, law and economics, and social innovation and enterprises. She holds a SSHRC Doctoral Fellowship and UBC Four Year Fellowship, and is the recipient of the 2012 Robert Bertram Doctoral Research Award issued by the Canadian Foundation for Governance Research and Institute of Corporate Directors. Carol has been sought after by a number of NPOs, corporations, and governmental bodies for her expertise in Canadian corporate governance and emerging social enterprise law. She has been quoted in Business in Vancouver Magazine, Director Journal, and the Financial Post.

Prior to her graduate work, Carol was a senior associate in the New York Mergers and Acquisitions Group of Shearman & Sterling LLP, one of the world's top ten global law firms, where she represented public and private multinational corporations in a host of complex legal transactions and governance matters, including the $50 billion split of Viacom Inc. and CBS Corporation (largest transaction of this type ever completed), the $2.5 billion divestiture by Novartis AG of its Medical Nutrition business to Nestlé, S.A., and the joint venture of New England Sports Ventures LLC (the operating company of the Boston Red Sox) and NASCAR's Roush Racing to form Roush Fenway Racing LLC. Passionate about pro bono, she successfully represented two asylum claimants from Moldova and Mali and was featured in the New York Law Journal for her work. On behalf of the firm, Carol also served as a legal researcher for the Office of the Prosecutor on location at the United Nations International Criminal Tribunal of Rwanda in Arusha, Tanzania. 

Carol obtained her LL.M. (2010) and LL.B. (2003) from UBC, where she received numerous scholarships and awards, including the Wesbrook Scholar designation (UBC's highest student honour). She was the Assistant Editor of UBC Law Review and the founding Editor-in-Chief of Esoteric Magazine. In 2003-2004, Carol held a judicial clerkship at the BC Court of Appeal. She has a B.A. (Honours) in Economics and Political Studies from Queen’s University.

Follow her on LinkedIn, Twitter, Academia.edu, and Facebook. SSRN publications are available here.

Works in Progress: 

"The Changing Face of the Non-Profit Sector: Social Enterprise Legislation in British Columbia," in Nick Mulé and Gloria DeSantis, The Shifting Terrain: Public Policy Advocacy in Canada (Montreal: McGill-Queen’s University Press, forthcoming 2015).

"An Empirical Study on the Growth of the UK Community Interest Company (preliminary title)," with Pooria Assadi, SFU Beedie School of Business.

"Just Say No to the Benefit Corporation in Canada (preliminary title)." 

"The Long Reach of John R. Common's Economic Theory."

"Reflections on the 1990s Global Convergence Debate (preliminary title)."

"Empty Voting in Canada and the Demise of Shareholder Primacy."

Publications:

"Limits to Corporate Reform and Alternative Legal Structures" in Company Law and Sustainability: Legal Barriers and OpportunitiesDr. Beate Sjåfjell and Dr. Benjamin Richardson, eds. (Cambridge University Press, forthcoming 2015).

"Feminism at the Crossroads" in Lorena M. Gajardo and Jamie Ryckman, eds., Becoming Feminists, 2nd ed. (Toronto: Inanna Publications and Education Inc., forthcoming 2015).

Comment Letter to Industry Canada on Revisions to the Canadian Business Corporations Act, 14 May 2014 (with Dr. Rebecca Johnson, Faculty of Law at the University of Victoria).

"Disruptive Innovation and the Global Emergence of Hybrid Legal Structures" (April 2014) 11:2 European Company Law 66 (peer-reviewed), University of Oslo Faculty of Law Research Paper No. 2014-16.

"A Canadian Model of Corporate Governance: Where Do Shareholders Really Stand?" Director Journal of the Institute of Corporate Directors (January/February 2014) 36-38. 

"A Canadian Model of Corporate Governance: Insights from Canada's Leading Legal Practitioners2013 Robert Bertram Doctoral Research Award Report, Canadian Foundation for Governance Research (November 2013). The Institute of Corporate Directors sent an email broadcast of this report to 7,500 directors on 14 November 2013.

"The Next Stage of CSR for Canada: Transformational Corporate Governance, Hybrid Legal Structures, and the Growth of Social Enterprise" (2013) 9 McGill International Journal of Sustainable Development Law and Policy 53-85 (peer-reviewed), reprinted in the Canadian Law eJournal, Anita Anand, ed., Vol. 9, No. 40 (13 June 2013).

"Corporate Governance Reform for the 21st Century: A Critical Reassessment of the Shareholder Primacy Model" (2012) 43(2) Ottawa Law Review 187-232 (peer-reviewed). 

"Designing Social Value Architecture for the For-Profit Company" (2012) 67 Canadian Review of Social Policy 85 (peer-reviewed).

Power Without Property, Still: Unger, Berle, and the Derivatives Revolution (2010) 33 Seattle University Law Review 889-929 (with Dr. Cristie Ford, Faculty of Law at the University of British Columbia).

Invited Presentations:

"Catalytic Innovation and the Global Emergence of Hybrid Legal Structures," The Sustainable Companies Project, "Sustainable Companies: We Make it Happen," 4-6 December 2013, University of Oslo Faculty of Law, Oslo, Norway. News feature on the University of Toronto Faculty of Law website here. View the presentation here.

"The For-Profit Misnomer in Canadian Corporate Law," Ethics at Noon Series, 13 November 2013, University of Toronto Centre for Ethics, Toronto, ON.

“A Canadian Model of Corporate Governance,” Robert Bertram Award Recipient Dinner hosted by the Canadian Foundation for Governance Research, 30 October 2013, Toronto, ON.

Social Enterprise Panel: "Delivering Social Impact: What Form of Incorporation is Best?," Net Impact Vancouver Professional Chapter, 10 September 2013, Segal Graduate School of Business, Vancouver, BC. Register for the event here.

"Designing the Long-Term Enterprise: Potential Risks and Rewards of the BC Community Contribution Company," International Symposium, Responsible Investing Initiative - Community-University Research Alliance, "It's Time: The Temporal Dimensions of Responsible Investing," 20-21 June 2013, University of British Columbia, Vancouver, BC (only student speaker). Summary of presentation available here.

Corporate Social Responsibility Panel, 11th Annual UBC Net Impact Conference, 19 April 2013, Vancouver Convention Centre, Vancouver, BC (only student speaker).

"A Transformational Corporate Governance Dialogue and Reception," panel convened by Coro Strandberg, Principal of Strandberg Consulting, in partnership with the Liu Institute for Global Issues and Canadian Business for Social Responsibility, 13 June 2012, The Edge, Vancouver, BC (featured speaker). 

Other Presentations:

"Limits to Corporate Reform and Alternative Legal Structures," 2013 Annual Meeting of the Canadian Law and Economics Association, 28-29 September 2013, University of Toronto, Toronto, ON. 

“Sustainability and Canadian Corporate Governance in Flux,” Conference of the Canadian, Australian, and New Zealand Law & Society Associations, “Law on the Edge,” 1-4 July 2013, University of British Columbia, Vancouver, BC.

“Marking Canadian Territory in a Changing Corporate Governance Landscape," 25th Annual Meeting of the Society for the Advancement of Socio-Economics, “States in Crisis,” 27-29 June 2013, University of Milan, Milan, Italy.

“Emerging Hybrid Corporate Governance Models and the Social Economy,” Annual Meeting of the Law & Society Association, “Power, Privilege, and the Pursuit of Justice: Legal Challenges in Precarious Times,” 30 May-2 June 2013, Boston, MA.

“Benefit Corporations in Canada: Some Words of Caution,” 18th Annual Interdisciplinary Legal Studies Graduate Student Conference, “Reflective Law,” 6-7 May 2013, University of British Columbia, Vancouver, BC.

“Clearing Canada’s Path to Transformational Corporate Governance,” Canadian Business Ethics Research Network, PhD Winter Research Meeting, 22-24 March 2013, York University, Toronto, ON.

"From Neoclassical to Socio-Economic: Toward a Progressive Model of Corporate Governance," 15th Annual Interdisciplinary Legal Studies Graduate Student Conference, "Time and Law," 6-7 May 2010, University of British Columbia, Vancouver, BC.

Teaching/Educational:

"The Next Stage of CSR for Canada: Hybrid Corporate Legal Structures and the Growth of Social Enterprise," Research Directions Webinar, presented by the Canadian Business for Social Responsibility and the Canadian Business Ethics Research Network, in partnership with the Canadian Centre for Ethics and Corporate Policy, and funded by SSHRC, 3 June 2013, Toronto, ON (webinars provided to the top three presentations from the CBERN 2013 PhD Winter Research Meeting as voted by all participants, faculty and industry advisors). Register to attend the webinar here.

“The Board’s Role in Corporate Social Responsibility and Sustainability,” Conference Board of Canada Webinar (with Coro Strandberg and Bob Elton), 13 February 2013, Vancouver, BC.

“Non-Profits and Benefit Corporations,” Guest Lecturer at the UBC Faculty of Law Seminar “Corporate Social Responsibility and the Law” (Law 306) led by Dr. Benjamin Richardson, 6 February 2013, University of British Columbia, Vancouver, BC.

Other Engagement:

Member, Advisory Network to The Philippe Kirsch Institute and the Canadian Centre for International Justice

Member, University of Toronto Responsible Investing Committee, an advisory committee to the Vice-Chair of Business Affairs at the University of Toronto. 

Member, The Sustainable Companies Project, a global consortium of invited scholars aiming to mitigate climate change by integrating environmental concerns into the decision-making of companies, led by Dr. Beate Sjåfjell of the University of Oslo, Norway.

Member, Responsible Investing Initiative – Community-University Research Alliance, led by Dr. Tessa Hebb, Professor at Carleton University.

Member, Canadian Business Ethics Research Network, led by Dr. Wesley Cragg, Professor Emeritus at the Schulich School of Business, York University.

Member, Corporate Social Responsibility Network, Liu Institute for Global Issues. 

External Reader, "Crisis, What Crisis?: Executive Compensation in the 21st Century" by NEI Investments and Ethical Funds, 2012.

Member, Advisory Committee to the BC Provincial Government on the establishment of a new hybrid structure (announced in March 2012 as the community contribution company), July 2010.

Director of Corporate Innovation, Tyze Personal Networks Ltd., designed social value architecture for the for-profit company, project funded by Mitacs-Accelerate  and Vancity Savings and Credit Union, 2010-2011.

Media:

Margaret Suderman, "UVic Law Faculty News: New Faculty Members," The Advocate, Vol. 74, Part 4 (July 2014) 576-577.

Quoted in Yvan Allaire, "Should Shareholders Rule? No, Let Boards Decide," Financial Post, 14 May 2014.   

"Faculty Appointments," UVic Faculty of Law - Vistas Alumni Magazine (Spring 2014) 37. 

"Our Grads Get Jobs," University of Toronto Faculty of Law News (9 May 2014). 

Quoted in Peter Ladner, "Hybrid Models Could Set Back Social Responsibility," Business in Vancouver Magazine (29 April 2014). 

Quoted in Christie Stephenson, "New Hybrid Legal Structures Not a CSR Hall Pass for Canadian Corporations," NEI Investments Newsletter (November 2013).

Christian Buhagiar, "Investing in Tomorrow's Boardrooms," Director Journal of the Institute of Corporate Directors (January/February 2014) 35.

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