Deborah A. DeMott
David F. Cavers Distinguished Professor of Law
Deborah A. DeMott focuses her scholarship and teaching on the law of agency, business organizations, fiduciary obligation, and art law. She served as sole Reporter for the American Law Institute’s Restatement (Third) of Agency, published in 2006.
In addition to numerous articles, DeMott is the author of a treatise, Shareholder Derivative Actions, initially published in 1987 and updated annually and a casebook, Fiduciary Obligation, Agency and Partnership, published in 1991. She is the editor, with Danny Busch, of The Liability of Asset Managers (Oxford Univ. Press, 2012).
A native of DuBois, Pa., DeMott received her BA from Swarthmore College in 1970 and her JD in 1973 from New York University where she served as articles editor of the New York University Law Review. Before joining the Duke Law faculty in 1975, she held a federal clerkship and practiced with a large law firm, both in New York City. She received Duke University’s Scholar/Teacher of the Year Award in 1989.
From 2000 to 2002, DeMott held a secondary appointment as Centennial Visiting Professor in the Law Department of the London School of Economics. She has also taught at the Central European University in Budapest, and at the Universities of Sydney, Melbourne, Texas, Colorado, San Diego, the Hastings College of Law of the University of California, and at Osgoode Hall Law School, York University, Toronto. In 1986 she was a Fulbright Senior Scholar at Sydney and Monash Universities in Australia. In Spring 1996 Professor DeMott held the Hurst C. Huber Visiting Chair at the University of Florida College of Law. In spring 1998 she was the Scholar in Residence at the Frances Lewis Law Center, Washington and Lee University School of Law. In spring 1999 she was in residence at the University of Auckland as the New Zealand Legal Research Foundation Visiting Fellow.
Current Appointments & Affiliations
- David F. Cavers Distinguished Professor of Law, Law School, Duke University 2000
- Professor of Law, Law School, Duke University 1981
Contact Information
- Duke Law School 210 Science Dr, Duke Box 90362, Durham, NC 27708
- Duke Law School Room 4002, Duke Box 90362, Durham, NC 27708-0360
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dad@law.duke.edu
(919) 613-7082
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See the Duke Law profile page
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View this faculty member's publications on the Duke Law web site
- Background
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Education, Training, & Certifications
- J.D., New York University 1973
- B.A., Swarthmore College 1970
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Previous Appointments & Affiliations
- Associate Professor with Tenure, Law School, Duke University 1980 - 1981
- Associate Professor, Law School, Duke University 1978 - 1980
- Assistant Professor, Law School, Duke University 1975 - 1978
- Recognition
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In the News
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MAY 1, 2015 Duke Today
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- Expertise
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Global Scholarship
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Expertise
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Teaching
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- Publications & Artistic Works
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Selected Publications
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Books
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DeMott, D. Shareholder Derivative Actions: Law and Practice. West Publishing, 2016.Link to Item
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DeMott, D. The Liability of Asset Managers. Oxford University Press, 2012.Link to Item
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DeMott, D. The Liability of Asset Managers. Oxford University Press, 2012.Link to Item
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DeMott, D. Restatement (Third) of Agency, 2006.
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DeMott, D. Restatement (Third) of Agency, 2004.
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DeMott, D. Restatement (Third) of Agency, 2002.
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DeMott, D. Restatement (Third) of Agency, 2002.Link to Item
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DeMott, D. Fiduciary Obligation, Agency and Partnership: Duties in Ongoing Business Relationships. West Publishing, 1991.Link to Item
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DeMott, D. Corporations at the Crossroads: Governance and Reform, 1979.Link to Item
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Academic Articles
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DeMott, Deborah A. “Agents and Advisors.” Florida Law Review Forum 72 (2022): 145–52.Link to Item
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DeMott, D. “The Domains of Loyalty: Relationships Between Fiduciary Obligation and Intrinsic Motivation.” William & Mary Law Review 62, no. 4 (2021): 1137–85.Link to Item
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DeMott, D. “Whistleblowers: Implications for Corporate Governance.” Washington University Law Review 98, no. 6 (2021): 1645–68.Link to Item
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DeMott, D. “Looking Beyond the Easel: Artists’ Contexts and Resale Payments.” Duke Journal of Gender Law & Policy 27, no. 1 (2020): 135–47.Link to Item
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DeMott, D. “Corporate Officers as Agents.” Washington & Lee Law Review 74 (2017): 847–79.Link to Item
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DeMott, D. “Fiduciary Breach, Once Removed.” Texas Law Review See Also 94 (2016): 238–49.Link to Item
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DeMott, D. “Financial Advisors and Tangled Loyalties--the Case of In re Rural Metro.” Australian Law Journal 89 (2015): 540.
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DeMott, D. “Relationships of Trust and Confidence in the Workplace.” Cornell Law Review 100 (2015): 1255–80.Link to Item
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DeMott, D. “Financial Advisors and Tangled Loyalties--the Case of In re Rural Metro.” Australian Law Journal 89 (2015): 540.
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DeMott, D. “Forum-Selection Bylaws Refracted Through an Agency Lens.” Arizona Law Review 57, no. 1 (2015): 269–97.Link to Item
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DeMott, D. “The Contours and Composition of Agency Doctrine: Perspectives from History and Theory on Inherent Agency Power.” University of Illinois Law Review 2014, no. 5 (2014): 1813–34.Link to Item
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DeMott, D. “Internal Compliance Officers in Jeopardy?” Australian Law Journal 87 (2013): 451–54.Link to Item
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DeMott, D. “The Crucial But (Potentially) Precarious Position of the Chief Compliance Officer.” Brooklyn Journal of Corporate, Financial, & Commercial Law 8 (2013): 56–79.Link to Item
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DeMott, D. “Further Perspectives on Corporate Wrongdoing, In Pari Delicto, and Auditor Malpractice.” Washington & Lee Law Review 69 (2012): 339–54.Link to Item
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DeMott, D. “"Abandoned...Without a Word of Warning": Perspectives on Maple v. Thomas.” Duke Journal of Constitutional Law & Public Policy 8 (2012): 39–60.Link to Item
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DeMott, D. “Regulatory Techniques and Liability Regimes for Asset Managers.” Capital Markets Law Journal 7 (2012): 423–31.Link to Item
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DeMott, D. “Artful Good Faith: An Essay on Law, Custom, and Intermediaries in Art Markets.” Duke Law Journal 62 (2012): 607–43.Link to Item
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DeMott, D. “The Stages of Scandal and the Roles of General Counsel.” Wisconsin Law Review 2012 (2012): 463–93.Link to Item
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DeMott, D. “Indemnification and Advancement Through an Agency Lens.” Law & Contemporary Problems 74 (2011): 175–88.Link to Item
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DeMott, D. “Causation in the Fiduciary Realm.” Boston University Law Review 91 (2011): 851–71.Link to Item
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DeMott, D. “The Milieu of the Boardroom and the Precinct of Employment.” North Carolina Law Review 89 (2011): 749–57.Link to Item
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DeMott, D. “Investing in Work: Wilkes as an Employment Law Case.” Western New England Law Review 33 (2011): 497–530.Link to Item
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DeMott, D. “Fiduciary Constraints on Mutual Fund Fees.” Australian Law Journal 84 (2010): 363–67.
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DeMott, D. “Ratification: Useful But Uneven.” European Review of Private Law 17 (2009): 987–1002.Link to Item
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DeMott, D. “Irrevocable Proxies.” Australian Law Journal 82 (2008): 516–20.Link to Item
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DeMott, D. “Guests at the Table?: Independent Directors in Family-Influenced Public Companies.” Journal of Corporation Law 33 (2008): 819–63.Link to Item
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DeMott, D. “Disloyal Agents.” Alabama Law Review 58 (2007): 1049–67.Link to Item
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DeMott, D. “Agency By Analogy: A Comment on Odious Debt.” Law & Contemporary Problems 70 (2007): 157–69.Link to Item
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DeMott, D. “The First Restatement of Agency: What Was the Agenda?” Southern Illinois University Law Journal 32 (2007): 17–38.Link to Item
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DeMott, D. “Agency Law in Cyberspace.” Australian Law Journal 80 (2006): 157–61.Link to Item
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DeMott, D. “Inside the Corporate Veil: The Character and Consequences of Executives' Duties.” Australian Journal of Corporate Law 19 (2006): 251–67.Link to Item
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DeMott, D. “Breach of Fiduciary Duty: On Justifiable Expectations of Loyalty and Their Consequences.” Arizona Law Review 48 (2006): 925–56.Link to Item
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DeMott, D. “The Discrete Roles of General Counsel.” Fordham Law Review 74 (2005): 955–81.Link to Item
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DeMott, D. “Bank Conflicts Raise Threats of Lawsuits over M&A.” International Financial Law Review, 2004, 27.Link to Item
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DeMott, D. “Shareholder Nominations of Directors.” Australian Law Journal 78 (2004): 311.
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DeMott, D. “When is a Principal Charged with an Agent's Knowledge?” Duke Journal of Comparative & International Law 13 (2003): 291–320.Link to Item
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DeMott, D. “Corporate Litigation in the U.S. and U.K.” American Journal of Comparative Law 51 (2003): 229–35.
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DeMott, D. “Acquisition Agreement: Material Adverse Change Clauses.” Australian Law Journal 76 (2002): 414.
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DeMott, D. “Fluid Relationships in Transitional Times: A Comment on Employees and Corporate Governance.” Comparative Labor Law & Policy Journal 22 (2002): 149.Link to Item
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DeMott, D. “Transatlantic Perspectives on Partnership Law: Risk and Instability.” Journal of Corporation Law 26 (2001): 879.Link to Item
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DeMott, D. “Shareholder Challenges to Executive Remuneration.” Australian Law Journal 74 (2000): 576.
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DeMott, D. “The Figure in the Landscape: A Comparative Sketch of Directors' Self-Interested Transactions.” Law & Contemporary Problems 62 (1999): 243–72.Link to Item
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DeMott, D. “The Mechanisms of Control.” Connecticut Journal of International Law 13 (1999): 233.Link to Item
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DeMott, D. “The Lawyer as Agent.” Fordham Law Review 67 (1998): 301.Link to Item
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DeMott, D. “Legislating Business Judgment - A Comment from the United States.” Company & Securities Law Journal 16 (1998): 575.
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DeMott, D. “The Faces of Loyalty: A Comment on Hillman, Loyality to the Firm: A Statement of General Principles on the Duties of Partners Withdrawing from Law Firms.” Washington & Lee Law Review 55 (1998): 1041.Link to Item
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DeMott, D. “A Revised Prospectus for a Third Restatement of Agency.” U.C. Davis Law Review 31 (1998): 1035.Link to Item
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DeMott, D. “Organizational Incentives to Care about the Law.” Law & Contemporary Problems, 1997, 39.Link to Item
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DeMott, D. “Agency Principles and Large Block Shareholders.” Cardozo Law Review 19 (1997): 321.Link to Item
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DeMott, D. “Appropriating Form: A Comment on Summers, How Law is Formal and Why It Matters.” Cornell Law Review 82 (1997): 1230.Link to Item
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DeMott, D. “Agency and the Unincorporated Firm: Reflections on Design on the Same Plane of Interest.” Washington & Lee Law Review 54 (1997): 595.Link to Item
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DeMott, D. “Trust and Tension in Corporations.” Cornell Law Review 81 (1996): 1308.Link to Item
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DeMott, D. “Our Partners' Keepers? Agency Dimensions of Partnership Relationships.” Law & Contemporary Problems, 1995, 109.Link to Item
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DeMott, D. “Review.” Academe 81 (1995): 68.
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DeMott, D. “Fiduciary Preludes: Likely Issues for LLCs.” University of Colorado Law Review 66 (1995): 1043.Link to Item
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DeMott, D. “Do You Have the Right to Remain Silent?: Duties of Disclosure in Business Transactions.” Delaware Journal of Corporate Law 19 (1994): 65.Link to Item
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DeMott, D. “Pensions and Corporate Restructuring in American Industry: A Crisis of Regulation.” Contemporary Gerontology 1 (1994): 140.
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DeMott, D. “Self-Dealing Transactions in Nonprofit Corporations.” Brooklyn Law Review 59 (1994): 131.Link to Item
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DeMott, D. “Foreword to Modern Equity.” Law & Contemporary Problems, 1993, 1.Link to Item
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DeMott, D. “Foreword to Equitable Doctrines and Remedies in Contemporary Regulatory Settings.” Law & Contemporary Problems, 1993, 1.Link to Item
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DeMott, D. “Oppressed but Not Betrayed: A Comparative Assessment of Canadian Remedies for Minority Shareholders and Nonshareholder Constituents.” Law & Contemporary Problems, 1993, 181.Link to Item
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DeMott, D. “Down the Rabbit-Hole and into the Nineties: Selected Issues of Accountability in the Wake of Eighties-Style Transactions in Control.” George Washington Law Review 61 (1993): 1030.Link to Item
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DeMott, D. “Directors' Duty of Care and the Business Judgment Rule: American Precedents and Australian Choices.” Bond Law Review 4 (1992): 133.
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DeMott, D. “Fiduciary Obligations Under Intellectual Siege: Contemporary Challenges to the Duty to be Loyal.” Osgoode Hall Law Journal 30 (1992): 471.Link to Item
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DeMott, D. “Rollups of Limited Partnerships: Questions of Regulation and Fairness.” Washington University Law Quarterly 70 (1992): 617.Link to Item
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DeMott, D. “Puzzles and Parables: Defining Good Faith in the MBO Context.” Wake Forest Law Review 25 (1990): 15.Link to Item
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DeMott, D. “Introduction--The Biggest Deal Ever.” Duke Law Journal 1989 (1989): 1.Link to Item
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DeMott, D. “Directors' Duties in Management Buyouts and Leveraged Recapitalizations.” Ohio State Law Journal 49 (1989): 517.Link to Item
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DeMott, D. “Beyond Metaphor: An Analysis of Fiduciary Obligation.” Duke Law Journal 1988 (1988): 878.Link to Item
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DeMott, D. “Adventures in Finance.” Michigan Law Review 86 (1988): 1185.
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DeMott, D. “Limiting Directors' Liability.” Washington University Law Quarterly 66 (1988): 295.Link to Item
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DeMott, D. “Federalizing Securities Market Law: The U.S. Experience with Takeover Regulation.” Company & Security Law Journal 4 (1987).
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DeMott, D. “The Corporate Fox and the Shareholders' Hen House: Reflections on Alford v. Shaw.” North Carolina Law Review 65 (1987): 569.Link to Item
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DeMott, D. “Shareholder Litigation in the United States and Australia: Common Problems, Uncommon Solutions.” Sydney Law Review 11 (1987): 259.Link to Item
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DeMott, D. “Demand in Derivative Actions: Problems of Interpretation and Function.” U.C. Davis Law Review 19 (1986): 461.Link to Item
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DeMott, D. “Perspectives on Choice of Law for Corporate Internal Affairs.” Law & Contemporary Problems, 1985, 161.Link to Item
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DeMott, D. “Pac-Man Tender Offers.” Duke Law Journal 1983 (1985): 116.Link to Item
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DeMott, D. “Foreword.” Law & Contemporary Problems, 1985, 1–4.Open Access Copy Link to Item
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DeMott, D. “Current Issues in Tender Offer Regulation: Lessons from the British.” New York University Law Review 58 (1983): 945.Link to Item
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DeMott, D. “Book Note.” Journal of Legal Education, 1983, 179.
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DeMott, D. “Defending the Quiet Life: The Role of Special Counsel in Director Terminations of Derivative Suits.” Notre Dame Lawyer 56 (1982): 850.Link to Item
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DeMott, D. “Reweaving the Corporate Veil: Management Structure and the Control of Corporate Information.” Law & Contemporary Problems, 1977, 182.Link to Item
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DeMott, D. “Foreword: Reweaving the Corporate Veil.” Law & Contemporary Problems 41 (1977): 1.Link to Item
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Book Sections
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DeMott, Deborah A. “Restating the Law in the Shadow of Codes: The ALI in Its Formative Era.” In The American Law Institute: A Centennial History, 75–97. Oxford University Press, 2023.Link to Item
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DeMott, D. “Resale Payment Rights for Artists.” In Art Law: Cases and Controversies. LexisNexis Canada, 2022.
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DeMott, Deborah A. “Rogue Brokers and the Limits of Agency Law.” In Cambridge Handbook of Investor Protection, 134–52. Cambridge University Press, 2022.Link to Item
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DeMott, Deborah A. “The Platform as Agent.” In Intermediaries in Commercial Law, 153–70. Hart Publishing, 2022.
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DeMott, D. “Fiduciary Duties on the Temporal Edges of Agency Relationships.” In Fiduciary Obligations in Business, 23–39. Cambridge University Press, 2021.Link to Item
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DeMott, D. “Fiduciary Principles in Agency Law.” In The Oxford Handbook of Fiduciary Law, 23–40. Oxford University Press, 2019.Link to Item
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DeMott, D. “Fiduciary Contours: Perspectives on Mutual Funds and Private Funds.” In Research Handbook on the Regulation of Mutual Funds, 57–78. Edward Elgar Publishing, 2018.Link to Item
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DeMott, D. “Culpable Participation in Fiduciary Breach.” In Research Handbook on Fiduciary Law, 218–37. Edward Elgar Publishing, 2018.Link to Item
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DeMott, D. “Accessory Disloyalty: Comparative Perspectives on Substantial Assistance to Fiduciary Breach.” In Equity, Trusts and Commerce, 253–74, 2017.Link to Item
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DeMott, D. “Defining Agency and Its Scope (II).” In Comparative Contract Law: British and American Perspectives, 396–413. Oxford University Press, 2016.Link to Item
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DeMott, D. “The Poseur as Agent.” In Agency Law in Commercial Practice, 35–54, 2016.Link to Item
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DeMott, D. “Reply to Laura Macgregor, "Defining Agency and Its Scope (I)".” In Comparative Contract Law: British and American Perspectives, 414–17, 2016.
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DeMott, D. “Agency in the Alternatives: Common-law Perspectives on Binding the Firm.” In Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations, 81–96, 2015.Link to Item
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DeMott, D. “The Fiduciary Character of Agency and the Interpretation of Instructions.” In Philosophical Foundations of Fiduciary Law, 321–38, 2014.Link to Item
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DeMott, D. “Restatements and Non-State Codifications of Private Law.” In Codification in International Perspective, 75–90, 2014.Link to Item
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DeMott, D., and A. Laby. “United States Law.” In The Liability of Asset Managers, 411–55, 2012.
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DeMott, D., and D. Busch. “"Introduction," and "Comparative Analysis of the Jurisdictions-The Impact of Regulatory Frameworks on an Asset Manager's Private Law Duties and LIability".” In The Liability of Asset Managers, 3–19, 2012.Link to Item
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DeMott, D. “The Restatement (Third) of Agency and the Unauthorised Agent in US Law.” In The Unauthorised Agent: Perspectives from European and Comparative Law, 219–44. Cambridge University Press, 2009.
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DeMott, D. “Agency: United States Civil Law.” In Oxford International Encyclopedia of Legal History, 112–16, 2009.Link to Item
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DeMott, D. “The Texture of Loyalty.” In Corporate Governance Post-Enron: Comparative and International Perspectives, 23–48, 2006.Link to Item
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DeMott, D. “Fiduciary Obligation in the High Court of Australia.” In Centenary Essays for the High Court of Australia, 277–94, 2004.
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DeMott, D. “In Praise of a Bibulous Author.” In Beyond Excellence: Duke Law Library Faculty Scholarship, 5–11, 2004.
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DeMott, D. “Statutory Ingredients in Common-Law Change: Issues in the Development of Agency Doctrine.” In Commercial Law and Commercial Practice, 57–83, 2003.
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DeMott, D. “Shareholders as Principals.” In Key Developments in Corporate Law and Equity: Essays in Honour of Professor Harold Ford, 105, 2002.Link to Item
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DeMott, D. “Contesting the Fiducial Line: Legal Theory and the Duty to Be Loyal.” In Macro Socio-Economics: From Theory to Activisim, 99–112, 1996.
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DeMott, D. “Proprietary Norms in Corporate Law: An Essay on Reading Gambotto in the United States.” In Gambotto v. WCP Ltd.: Its Implications for Corporate Regulation, 90–101, 1996.Link to Item
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DeMott, D. “Ethical Issues in Shareholder Litigation.” In American Law Institute’s Principles of Corporate Governance, 1993.
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DeMott, D. “An Overview of Corporation Law.” In Corporation and Business Practice Handbook, 1992.
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DeMott, D. “Trends in Officer and Director Liability--A Comparative Analysis.” In Representing the Corporate Client, ch.VI, 1990.
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DeMott, D. “Comparative Dimensions of Takeover Regulation.” In Knights, Raiders and Targets: The Impact of the Hostile Takeover, 1988.Link to Item
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Other Articles
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DeMott, D. “The Skeptical Principal.” Concurring Opinions, 2013.
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DeMott, D. “The Biggest Deal Ever.” Duke Law Magazine, 1990.
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DeMott, D. “Assessing Investors' Long Term Commitment.” Legal Times, 1989.
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DeMott, D. “Five Key Issues in Takeover Regulation.” Duke Law Magazine, 1988.
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DeMott, D. “A Comment on Mandatory Buyouts.” Duke Law Magazine, 1985.
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- Teaching & Mentoring
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Recent Courses
- LAW 202: Art Law 2023
- LAW 576: Agency Law in a Changing Economy 2023
- LAW 180: Torts 2022
- LAW 202: Art Law 2022
- LAW 576: Agency Law in a Changing Economy 2022
- LAW 623: Externship Associated Research Paper 2022
- LAW 180: Torts 2021
- LAW 576: Agency Law in a Changing Economy 2021
- LAW 640: Independent Research 2021
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