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George W. Dent, Jr.: Engaged Scholar.

George Dent is retiring after forty years in law teaching. For most of that time, he has been my colleague. When he arrived at Case Western Reserve University as a visitor in 1989, he had spent virtually his entire adult life in New York City: as an undergraduate and law student at Columbia University, as a clerk to a distinguished judge of the United States Court of Appeals for the Second Circuit, as an associate at a prominent law firm, and as a professor at two Manhattan law schools. (1)

But my connection with George goes back a decade before he joined us. As a second-year law review staffer, I worked on George's first article. (2) That piece focused on derivative suits and taught me almost everything I know about the subject. (3) It attracted widespread attention from leading scholars (4) and continues to be cited regularly. (5)

George went on to be a prolific scholar in corporate law. (6) He regularly has organized the biennial George A. Leet Business Law Symposium, the proceedings of which have appeared several times in these pages. (7) In addition, George has written about other important issues that are quite distinct from his main area of specialization. He long has been concerned about questions of religious liberty and wrote a widely noted article about religious issues in public education. (8) Several years later, he wrote one of the principal papers for a symposium on religion and the public schools in the wake of the Supreme Court's decision in Lee v. Weisman, (9) which held unconstitutional a prayer at a middle school graduation. (10)

More recently, George has turned his attention to same-sex marriage, even while continuing to write in his main area of specialization. He is a staunch defender of traditional, heterosexual marriage. (11) Some of his work on gay rights reflects his longstanding concern for religious liberty. (12) George and I have very different views about same-sex marriage, and we have debated our differences several times, including at the law school and on Cleveland's public radio station. Through it all, we have agreed to disagree while maintaining mutual respect.

Of course, sharp intellectual disagreement is the stuff of academic life. George has helped to bring vitality to the law school precisely because he has strong views and does not hesitate to express them. But it would miss the mark to regard him as doctrinaire. Rather, he often raises questions that force others, regardless of their outlook, to rethink assumptions. This reflects one of the most significant benefits of vigorous debate: "it brings about 'the clearer perception and livelier impression of truth, produced by its collision with error.'" (13)

Despite our differences, George Dent has mattered to me, to the law school, to the university, and to the legal profession. In addition to his work on campus, he has been active for many years in the Federalist Society, the National Association of Scholars, the Alliance for Marriage, the Section on Business Associations of the Association of American Law Schools, and the Ohio Advisory Committee to the United States Commission on Civil Rights, which he chaired for five years. He is smart, well-read, and highly cultured, a connoisseur of art and opera. Dining with George is always a treat, because everyone else can be confident that our resident oenophile actually knows the wine list. We will miss him after his retirement but take solace in the knowledge that he will continue to teach part-time, write, and just be around.

Jonathan L. Entin ([dagger])

([dagger]) David L. Brennan Professor Emeritus of Law and Political Science, Case Western Reserve University. This is a slightly revised version of remarks delivered at a retirement celebration on May 26, 2016.

(1.) George clerked for Judge Paul R. Hays, was an associate at the firm now known as Debevoise & Plimpton, and taught at the Benjamin N. Cardozo School of Law at Yeshiva University and at New York Law School. Along the way, he also earned an LL.M. in corporate law from New York University and was a visiting professor there as well.

(2.) George previously published two unsigned student pieces while serving as a staff member and as a notes and comments editor of the Columbia Law Review. Note, Employment Testing: The Aftermath of Griggs v. Duke Power Company, 72 COLUM. L. REV. 900 (1972); Recent Development, Section 441 of the Tax Reform Act of 1969 Permits a Public Utilities Commission to Impute the Benefits of Accelerated Depreciation with Flow-Through, 72 COLUM. L. REV. 1102 (1972).

(3.) George W. Dent, Jr., The Power of Directors to Terminate Shareholder Litigation: The Death of the Derivative Suit?, 75 Nw. U. L. Rev. 96 (1980).

(4.) See, e.g., Victor Brudney, The Independent Directoi--Heavenly City or Potemkin Village?, 95 HARV. L. REV. 597, 611 n.39 (1982); Richard M. Buxbaum, The Internal Division of Powers in Corporate Governance, 73 CAL. L. REV. 1671, 1677 n.29 (1985); John C. Coffee, Jr. & Donald E. Schwartz, The Survival of the Derivative Suit: An Evaluation and a Proposal for Legislative Reform, 81 COLUM. L. REV. 261, 263 n.13 (1981); Daniel R. Fischel k, Michael Bradley, The Role of Liability Rules and the Derivative Suit in Corporate Law: A Theoretical and Empirical Analysis, 71 CORNELL L. REV. 261, 262 n.2 (1986); Ronald J. Gilson, A Structural Approach to Corporations: The Case Against Defensive Tactics in Tender Offers, 33 STAN. L. REV. 819, 822 n.8 (1981); Reinier Kraakman, Hyun Park & Steven Shavell, When Are Shareholder Suits in Shareholder Interests?, 82 GEO. L.J. 1733, 1735 n.6 (1994).

(5.) See, e.g., John Matheson, Restoring the Promise of the Shareholder Derivative Suit, 50 GA. L. REV. 327, 331 n.10 (2016); In re UnitedHealth Group Inc. S'holder Derivative Litig., 754 N.W.2d 544, 558 (Minn. 2008); Einhorn v. Culea, 612 N.W.2d 78, 90 n.37 (Wis. 2000); In re Oracle Sec. Litig., 829 F. Supp. 1176, 1187 (N.D. Cal. 1993); Rosengarten v. Buckley, 613 F. Supp. 1493, 1500 (D. Md. 1985); Zapata Corp. v. Maldonado, 430 A.2d 779, 782 n.5 (Del. 1981).

(6.) See, e.g., George W. Dent, Jr., The Revolution in Corporate Governance, the Monitoring Board, and the Director's Duty of Care, 61 B.U. L. REV. 623 (1981); George W. Dent, Jr., Ancillary Relief in Federal Securities Law: A Study in Federal Remedies, 67 MINN. L. REV. 865 (1983); George W. Dent, Jr., Toward Unifying Ownership and Control in the Public Corporation, 1989 Wis. L. Rev. 881; George W. Dent, Jr., Venture Capital and the Future of Corporate Finance, 70 WASH. U. L.Q. 1029 (1992); George W. Dent, Jr., Corporate Governance: Still Broke, No Fix in Sight, 31 J. Corp. L. 39 (2005); George W. Dent, Jr., Business Lawyers as Enterprise Architects, 64 BUS. LAW. 279 (2009); George W. Dent, Jr., Why Legalized Insider Trading Would Be a Disaster, 38 DEL. J. CORP. L. 247 (2013).

(7.) Symposium, The Future of Private Equity Financing, 51 Case W. Res. L. Rev. 421 (2001); Symposium, The Role of Lawyers in Strategic Alliances, 53 CASE W. RES. L. REV. 857 (2003); Symposium, Corporate Governance: Directors vs. Shareholders?, 55 CASE W. RES. L. REV. 525 (2005); Symposium, Lawyers in the Crosshairs: The New Legal and Ethical Duties of Corporate Attorneys, 57 CASE W. RES. L. REV. 337 (2007).

(8.) George W. Dent, Jr., Religious Children, Secular Schools, 61 S. CAL. L. REV. 863 (1988).

(9.) 505 U.S. 577 (1992). See Symposium, Religion and the Public Schools after Lee v. Weisman, 43 CASE W. RES. L. REV. 699 (1993).

(10.) George W. Dent, Jr., Of God and Caesar: The Free Exercise Rights of Public School Students, 43 CASE W. RES. L. REV. 707 (1993).

(11.) See, e.g., George W. Dent, Jr., The Defense of Traditional Marriage, 15 J.L. & Pol. 581 (1999); George W. Dent, Jr., Traditional Marriage: Still Worth Defending, 18 BYU J. PUB. L. 419 (2004); George W. Dent, Jr., "How Does Same-Sex Marriage Threaten You?", 59 RUTGERS L. REV. 233 (2007) (symposium on Lewis v. Harris, 908 A.2d 196 (N.J. 2006) (holding that New Jersey must afford same-sex couples the same rights and privileges that it affords to married, opposite-sex couples)).

(12.) See Dent, supra note 8; George W. Dent, Jr., Secularism and the Supreme Court, 1999 BYU L. REV. 1; George W. Dent, Jr., Civil Rights for Whom?: Gay Rights Versus Religious Freedom, 95 Ky. L.J. 553 (2006).

(13.) N.Y. Times Co. v. Sullivan, 376 U.S. 254, 279 n.19 (1964) (quoting JOHN STUART MILL, ON LIBERTY 15 (Blackwell Publishing Ltd., 1947) (1859)).
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Author:Entin, Jonathan L.
Publication:Case Western Reserve Law Review
Article Type:Testimonial
Date:Sep 22, 2017
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