Nicola Sharpe

Professor of Law
Director of the Chicago Business Law Program

About

Professor Nicola Faith Sharpe teaches business law courses, including Business Associations, Antitrust, and Compliance, Ethics, and Professional Responsibility. Professor Sharpe’s research adopts an interdisciplinary approach that incorporates organizational behavior theory to critique and improve corporate law. By using insights into group decision-making, board process, and board function, her work offers a more accurate conceptualization of both the board of directors and its relationship with the firm. Her research analyzes how efforts to regulate modern business practices are limited by an incomplete conception of the firm, particularly an incomplete conception of the interaction between corporate boards of directors and executive management. Current projects extend her insights into group processes to the ethics and compliance function within large corporations. Works-in-progress include “Bad Decisions & Harmful Emissions: How Volkswagen’s Board Polluted the World” and “Internal Structure, Group Process, and Ethics and Compliance Reporting.”

Professor Sharpe’s earlier articles such as, “Improving Corporate Board Process through Organizational Behavior,” published in the Southern California Law Review, and “The Cosmetic Independence of Corporate Boards” published in Seattle University Law Review’s Adolf A. Berle, Jr. Center on Corporations, Law & Society symposium issue (“Berle II”) tackle one of the most heavily discussed questions in corporate governance: How can boards govern more effectively? For regulators, the dominant response has been structural changes to the board of directors – for example, requiring “outside” or “independent” directors. Such regulations are often based on conventional theories of corporate governance, particularly agency theory, which frames the firm in strictly economic terms. These theories have provided an important part of the corporate governance puzzle, but they are still incomplete. To fill this gap, Professor Sharpe advocates a novel process-oriented approach that provides a stark contrast to conventional regulation.

The potential impact of her research on corporate boards earned her the Arnold O. Beckman Award from the University of Illinois Campus Research Board. This award is given to projects of special distinction, promise, or resource value. She has presented her research at the Annual Meeting of the Society of Socio-Economists co-sponsored by the Law and Economics Center at Boalt Hall School of Law. Additionally, she has made presentations at Indiana University Law School, Loyola University Chicago Law School, Notre Dame Law School, University of Illinois College of Law, University of Iowa College of Law, University of Maryland School of Law, and Washington University in St. Louis School of Law.

Prior to joining the University of Illinois, Professor Sharpe served as a visiting assistant professor at Northwestern University School of Law. Professor Sharpe earned her law degree from Yale Law School, her MBA from Yale School of Management, and her BA from Cornell University. Before entering law teaching, she was an associate with the antitrust group of Shearman & Sterling LLP, where she counseled corporate clients on a wide variety of antitrust matters.

Education

MBA, JD Yale University
BA Cornell University

Areas of Expertise

Corporate Governance
Board of Directors
Organizational Behavior
Ethics and Compliance

Courses

Antitrust Law
Business Associations
Compliance, Ethics & PR
Corporate Governance
Corporate Counsel Practicum

Selected Publications

Informational Autonomy in the Boardroom, 2013 University of Illinois Law Review 1087-1140 (2013) (symposium article).

Questioning Authority: The Critical Link Between Board Power and Process, 38 Journal of Corporation Law 1 (lead article) (2012).

Process Over Structure: An Organizational Behavior Approach to Improving Corporate Boards, 85 Southern California Law Review 262 (2012).

The Cosmetic Independence of Corporate Boards, 34 Seattle University Law Review 1435 (2011) (invited symposium).

Rethinking Board Function in the Wake of the 2008 Financial Crisis, 5 Maryland Journal of Business and Technology Law 99 (2010) (invited symposium). 

Corporate Cooperation through Cost-Sharing, 16 Michigan Telecommunications and Technology Law Review 109 (2009).