How Professor Marc Steinberg's Legal Vision Impacts the Rules of Corporate Law
From Capitol Hill counsel to global scholar, Steinberg’s career has shaped the field of corporate law and has inspired generations to think bigger and bolder.
Marc I. Steinberg’s career reads like a reformer’s roadmap—Capitol Hill, SEC, academia, global recognition—each turn marked by a clear-eyed commitment to investor protection and legal precision.
His résumé stretches across continents, but his presence is concentrated: for nearly four decades, SMU Dedman School of Law has been the home base for one of the nation’s most influential corporate law scholars.
Steinberg began his career clerking for Judge Stanley Barnes of the U.S. Court of Appeals for the Ninth Circuit, then moved to Capitol Hill as legislative counsel for U.S. Senator Robert Griffin. From there, he joined the Securities and Exchange Commission’s Division of Enforcement and later the SEC’s Office of General Counsel, gaining deep insight into the regulatory world that would shape his academic mission.
That mission was honed at SMU, where he joined the faculty in 1989 as the Rupert and Lillian Radford Professor of Law. Over the next four decades, he built a global reputation for scholarship that often challenges assumptions and introduces fresh ways of thinking about the law.
He is one of the most cited legal scholars in the field of securities regulation, with 50 published books, 150 law review articles, and landmark work cited by courts across the country. Steinberg’s résumé reads like a legacy.
But for all his heavyweight credentials, ask Steinberg what drives him and he doesn’t name prestige or accolades.
“The law should be accurate and balanced,” he said, including when it comes to protecting investors and laying out clear duties.
He has written extensively that flawed laws and policies harm investors and damage the integrity of the financial markets. “I want to impact public policy in a positive way,” he said—and by all accounts, he has.
As a young attorney on Capitol Hill in his twenties, Steinberg helped draft legislation and navigate markup sessions—“the most exciting job I ever had,” he recalled. At the SEC, he worked under his mentor, Enforcement Director Stanley Sporkin (who subsequently became General Counsel of the CIA and a federal district court judge). Sporkin saw promise in Steinberg’s writing abilities and gave him a temporary job despite a federal hiring freeze.
“I said to Sporkin, ‘But I know nothing about securities law.’ He said, ‘You’ll learn.’ And that’s how I got into the field.”
Steinberg has since become one of the most prolific scholars in the world. His 2021 Oxford University Press book Rethinking Securities Law has been ranked #1 in securities law on Amazon and was the winner of Best Law Book of the Year from the American Book Fest Awards. The book offers a sweeping critique of inconsistencies in securities regulation, proposing reforms grounded in fairness, logic, and modern market realities.
His latest book, also published by Oxford University Press (June 2025), Corporate Director and Officer Liability — “Discretionaries” Not Fiduciaries, aims to recalibrate the way courts assess director and officer liability. Focusing on Delaware, Texas, and other jurisdictions, Steinberg argues that directors and officers are not often bound by the obligations that investors think they are.
Calling them fiduciaries, he asserts, is misleading.
“It’s like calling a donkey Secretariat,” said Steinberg. “It’s a fundamental concept that the law should be truthful. Moreover, those who do not have specialized legal knowledge in this field believe that these individuals are going to watch out for their interests. Here, the principle ‘fiduciary’ does not accurately portray what the term means, and uninitiated investors may be harmed by this.”
Instead, he formulates a new term—discretionaries—a neutral descriptor for the wide-ranging authority that corporate leaders exercise. The term doesn’t vilify; rather, it accurately describes the latitude a typical director or officer has, giving investors a more realistic understanding of the roles these individuals play. The concept, he hopes, will reshape academic discourse and influence legal reform.
His work is already influencing the next generation of legal scholars and attorneys—including those in his own family. In an upcoming article co-authored with his son, A. B. Steinberg, who graduated from SMU Dedman Law this spring, they analyze the SEC’s failure to adequately enforce the Sarbanes-Oxley certification requirement for CEOs and CFOs.
“How cool is that to be a co-author with your son?” he said. “I’m very proud.”
Beyond scholarship, Steinberg has shaped real-world outcomes as an expert witness in high-profile cases, including those involving Martha Stewart, Mark Cuban, and the Enron scandal. But his most enduring contributions may lie in the classroom, where he’s taught countless students over his 36 years at SMU Dedman Law.
“Teaching is one of the more important things I do in life,” he said. “I really try to be the best that I can in the classroom. I’m viewed as demanding. A good part of that is that I get some very good students.”
His goal is to get them to think critically, be proactive for clients, and take calculated risks.
“I want them to swing the bat,” he said. “But not negligently. You’ve got to pick your spots.”
The blend of rigor and calculated risk, realism and idealism, has made Steinberg a beloved figure at SMU.
“I really feel myself fortunate to be at SMU. The school has supported me tremendously, and I’ve had great students and colleagues.”
When it comes to his first academic love—writing—Steinberg is still stepping up to the plate. He is currently writing law journal articles, new editions for his textbooks, and collaborating with two partners at Akin Gump on the nation’s first law school textbook on private equity.
“I’m swinging the bat, you know, and we’ll see how many connect.”