Director, Centre for Business Law
UBC Sauder Distinguished Scholar
B.A. (Honours) (Queen’s); LL.B. (UBC); LL.M. (UBC); Ph.D./S.J.D. (Joint Degree) (UBC/Toronto)
Member of the New York Bar (non-practising)
Dr. Carol Liao is an Assistant Professor at the Allard School of Law and the UBC Sauder Distinguished Scholar of the Dhillon Centre for Business Ethics at the UBC Sauder School of Business. She is the Director of the Centre for Business Law, a leading national research centre that also oversees the Business Law Concentration and two experiential learning programs at Allard Law, the Business Law Clinic and Corporate Counsel Externship. Prior to joining Allard, Dr. Liao was an Assistant Professor at the University of Victoria Faculty of Law, where she was awarded the 2016 Law Students’ Society First Year Class Teaching Award. Her research focuses on business law, corporate governance, corporate sustainability, law and economics, social enterprise law, and business ethics.
Dr. Liao is the principal investigator of a SSHRC Insight Grant-funded project studying the evolution of Canadian corporate law and governance principles from an economic, social, and environmental sustainability lens. She is a co-author of Business Organizations: Practice, Theory, and Emerging Challenges, 2nd ed. (with R. Yalden et al) (Emond) and a contributing author to the following 2018- 2019 Cambridge University Press books: The Cambridge Handbook for Corporate Law, Corporate Governance, and Sustainability; The Cambridge Handbook for Social Enterprise Law; and Creating Corporate Sustainability: Gender as an Agent for Change. She is currently co-editing a collection on sustainable business models with Dr. Beate Sjåfjell of the University of Oslo and Dr. Aikaterini Argyrou of Utrecht University (Edward Elgar, forthcoming 2020).
Dr. Liao is a past Bertram Scholar of the Canadian Foundation for Governance Research and Institute of Corporate Directors. She is a steering committee member of the Themis International Network of Female Business Scholars and a board director of the Pacific Legal Education and Outreach Society, which spearheads two access to justice initiatives: Law for Nonprofits and Artists’ Legal Outreach.
Prior to academia, Dr. Liao was a senior associate in the New York Mergers & Acquisitions Group of Shearman & Sterling LLP, where she represented public and private multinational corporations in a variety of transactional and governance matters. On behalf of the firm, she also served as a legal researcher for the Office of the Prosecutor on location at the United Nations International Criminal Tribunal of Rwanda, and was featured in the New York Law Journal for her pro bono asylum work. She is a former judicial clerk of the BC Court of Appeal.
Representative Published Works
- “The Global Social Enterprise Lawmaking Phenomenon: State Initiatives on Purpose, Capital, and Taxation” (with Elsir U. Tawfik and Pat Teichreb) Windsor Yearbook of Access to Justice (forthcoming 2019).
- “Social Enterprise Law: Friend or Foe to Corporate Sustainability?” in Beate Sjåfjell and Christopher Bruner, eds., The Cambridge Handbook for Corporate Law, Corporate Governance and Sustainability (forthcoming 2019)
- Business Organizations: Practice, Theory, and Emerging Challenges, 2nd ed. (with Robert Yalden, Janis Sarra, Paul D. Paton, Mark Gillen, Mary Condon, Mohamed Khimji, Michael Deturbide, Bradley Bryan, and Gary Campo) (Emond, 2018).
- “Power and the Gender Imperative in Corporate Law” in Beate Sjåfjell and Irene Lynch Fannon, eds., Creating Corporate Sustainability: Gender as an Agent for Change (Cambridge University Press, 2018).
- See “Why We #PressforProgress in Corporate Boardrooms,” Report on Business Op-Ed in The Globe and Mail, 7 March 2018.
- “Early Lessons in Social Enterprise Law” in Benjamin Means & Joseph W. Yockey, eds., The Cambridge Handbook for Social Enterprise Law (Cambridge University Press, 2018)
- “A Critical Canadian Perspective on the Benefit Corporation,” in the Special Symposium Edition “The Benefit Corporation and the Firm Commitment Universe” (2017) 40:2 Seattle University Law Review 683-716.
- See “BC MLAs Should Recognize ‘Benefit Company’ is an American Branding Exercise,” Report on Business Op-Ed in The Globe and Mail, 21 October 2018.
- “The Changing Face of the Non-Profit Sector: Social Enterprise Legislation in British Columbia” in Nick Mulé and Gloria DeSantis, eds., The Shifting Terrain: Nonprofit Policy Advocacy in Canada (McGill-Queen’s University Press, 2017).
- “Reconciliation in the Corporate Commercial Classroom” (with Anna Lund, Gail Henderson, Clayton Bangsund, Freya Kodar, and Shanthi Senthe) (2016) 2:1 Lakehead Law Review 49-63.
- “Limits to Corporate Reform and Alternative Legal Structures” in Beate Sjåfjell and Benjamin Richardson, eds., Company Law and Sustainability: Legal Barriers and Opportunities (Cambridge University Press, 2015) 274-311. A Korean language edition of the book was published in 2018; a Chinese language edition will be published in 2020.
- See Ben Archer, Book Review of Company Law and Sustainability (2016) 36:2 Legal Studies 375-393, noting the book as "clearly one of the most comprehensive works on the topic to date" and Liao's chapter as "particularly excellent."
- “Feminism at the Crossroads” in Lorena M. Gajardo and Jamie Ryckman, eds., Becoming Feminists, 2nd ed. (Toronto: Inanna Publications and Education Inc., forthcoming 2017).
- “A Canadian Model of Corporate Governance” (2014) 37:2 Dalhousie Law Journal 559-600. Originally the 2013 Robert Bertram Award Report, Canadian Foundation for Governance Research (November 2013); reprinted in Corporate and Financial Law: Interdisciplinary Approaches eJournal, James A. Fanto and Lawrence E. Mitchell, eds., Vol. 9, No. 60 (5 December 2013). Ranked first on the list of All Time Top Papers in the Corporate Governance Network’s eLibrary on Canada by the Social Science Research Network.
- “A Canadian Model of Corporate Governance: Where Do Shareholders Really Stand?” (January/February 2014) Director Journal of the Institute of Corporate Directors 36-38.
- “Disruptive Innovation and the Global Emergence of Hybrid Legal Structures” (April 2014) 11:2 European Company Law 67-70; University of Oslo Faculty of Law Research Paper No. 2014-16.
- “The Next Stage of CSR for Canada: Transformational Corporate Governance, Hybrid Legal Structures, and the Growth of Social Enterprise” (2013) 9 McGill Journal of Sustainable Development Law 53-85. Reprinted in the Canadian Law eJournal, Anita Anand, ed., Vol. 9, No. 40 (13 June 2013).
- “Corporate Governance Reform for the 21st Century: A Critical Reassessment of the Shareholder Primacy Model” (2012) 43(2) Ottawa Law Review 187-232.
- “Designing Social Value Architecture for the For-Profit Company” (2012) 67 Canadian Review of Social Policy 85-88.
- “Power Without Property, Still: Unger, Berle, and the Derivatives Revolution” (with Cristie Ford) in the Special Symposium Edition “In Berle’s Footsteps” marking the launch of the Adolf A. Berle, Jr. Center on Corporations, Law and Society (2010) 33 Seattle University Law Review 889-929.
For Dr. Liao's publications available on SSRN, go here.
Selected publications are also listed on the Law Library Faculty Research Publications Database