Stephen A. Radin is a partner in the law firm Weil, Gotshal & Manges LLP. Steve has litigated, counseled, written, and lectured for 40 years on corporate governance subjects, including the business judgment rule, fiduciary duties of corporate directors and officers, stockholder derivative and class action litigation, controlling stockholder and going-private transactions, appraisal, board and special committee investigations and responses to stockholder demands, federal securities laws, disclosure requirements, stockholder books and records demands, and indemnification and insurance of corporate directors and officers.
Steve’s litigation practice focuses largely on shareholder derivative and class action litigation and stockholder books and records demands. He has won over 50 motions to dismiss (and affirmances of rulings granting motions to dismiss) in shareholder derivative actions alleging breaches of fiduciary duty by directors and officers of some of the largest and most prominent corporations in the United States, in state and federal courts throughout the country. These include multiple actions, frequently in multiple courts, against directors and officers of companies like Aeropostale, AIG, Allstate, American Airlines, American Realty Capital, BearingPoint, Computer Sciences, ExxonMobil, Fairway, Francesca’s, General Electric, General Motors, iStar, Kid Brands, LaBranche, Lehman Brothers, Lululemon, Signet Jewelers, Trinity Industries, and WalMart. As noted in The American Lawyer’s Litigator of the Week column on July 16, 2021, Steve’s most recent win for GE was “the 17th Radin has scored for GE in derivative litigation dating back to the 1980s.” Steve also has led numerous non-public representations resolving stockholder demands without litigation.
Steve is the author of The Business Judgment Rule: Fiduciary Duties of Corporate Directors, a four-volume, 6,000-page treatise that has been cited in over 50 judicial decisions, for which Steve received a Burton Award for Legal Achievement in 2011, given to lawyers who exhibit excellence in legal writing, in the category “Best Authoritative Book By A Partner In A Law Firm” at a ceremony in the Great Hall of the Library of Congress. This is one of three Burton Award for Legal Achievement awarded to Steve, the first coming in 2005 for The New Stage of Corporate Governance Litigation: Section 220 Demands, published in the Cardozo Law Review and described as “an excellent discussion and analysis” of Section 220 jurisprudence by the Delaware Supreme Court in Seinfeld v. Verizon Communications, Inc., 909 A.2d 117, 120 n.12 (2006). The most recent came in 2018 for an article entitled Fiduciary Duties of Corporate Directors in Uncertain Times commissioned by Columbia Law School’s Millstein Center for Global Markets and Corporate Ownership at the request of participants in the Center’s General Counsel Corporate Governance Summit. Steve has published numerous additional articles in law reviews and other professional publications, including Corporate Criminal Liability for Employee-Endangering Activities, 18 Colum. J.L. & Soc. Probs. 39 (1983), The Director’s Duty of Care Three Years After Smith v. Van Gorkom, 39 Hastings L.J., 707 (1988), The Role of the Business Judgment Rule in Shareholder Litigation at the Turn of the Decade, 45 Bus. Law. 469 (1990), A Post-Polaroid Snapshot of the Duty to Correct Disclosure, 1991 Colum. Bus. L. Rev. 139 (1991), Chancellor Allen, The Business Judgment Rule, and the Shareholder’s Right to Decide, 17 Del. J. Corp. L. 785 (1992), and “Sinners who Find Religion”: Advancement of Litigation Expenses to Corporate Officials Accused of Wrongdoing, 25 U. Tex. Rev. of Litig. 251 (2006).
In 2015, the National Association of Corporate Directors named Steve to the NACD Directorship 100 in its Governance Professionals and Institutions category, honoring the “most influential people in the boardroom community” who exemplify “knowledge, leadership, and excellence in corporate governance.” In 2023, Steve joined the Board of Advisors of Columbia Law School’s Millstein Center for Global Markets and Corporate Ownership. Steve has been a member of the American Law Institute since 2010 and serves on the Members Consultative Group for the Restatement of the Law, Corporate Governance. Steve has been listed since 2010 in Best Lawyers in America in the Corporate Governance and Compliance Law specialty, since 2006 in New York Super Lawyers in the Securities Litigation specialty, and since 2015 by Legal 500 US in the Securities Litigation: Defense category. Steve has served as an adjunct professor teaching corporate governance at Cardozo Law School and Fordham Business School, as co-chair of the American Bar Association Section of Litigation Committee on Corporate Counsel Subcommittee on Corporate Governance, and as a member of the Law360 Securities editorial advisory board.
Steve served for twenty years as a member of the Board of Directors of the New York Legal Assistance Group, a privately funded not-for-profit organization that provides free legal services to low income individuals in community offices located in courts, hospitals, and community based organizations in the New York City area, and for eight years as a member of the Board of Trustees of the Stephen Wise Free Synagogue.
Steve holds a B.A. with distinction in all subjects from Cornell University and a J.D. from Columbia Law School, where he was a Harlan Fiske Stone Scholar.