John represents family-owned, closely-held and publicly-owned businesses in governance, sustainability (ESG) and social responsibility (CSR), financial and international business matters.
John practices in business organization, finance and governance at Fredrikson & Byron P.A., a Minneapolis-based law firm with offices in Iowa, North Dakota, Mexico and China. From 2011 to 2014 he was Chair of the Corporate Governance Committee (CGC) of the American Bar Association’s Business Law Section. He is a member of the Section’s Governing Council and serves as Vice Chair of the Section’s Committee on Corporate Social Responsibility (focusing primarily on business sustainability matters) and Co-Chair of the CGC’s Artificial Intelligence Sub-Committee.
John Co-Chairs Fredrikson & Byron’s Corporate Governance and Corporate Sustainability and Social Responsibility Groups and co-chairs a working group on Artificial Intelligence. He is also a member of Fredrikson & Byron’s Corporate, Securities, Mergers & Acquisitions and International Groups. He advises executives, boards, board committees and individual directors and officers of for-profit and nonprofit organizations on domestic and international governance, risk assessment, indemnification and insurance, legal compliance, internal investigations, board and director evaluations and performance improvement, business sustainability and social responsibility matters, oversight of Artificial Intelligence usage, and the legal implications of business strategies and decisions.
John serves as a director of several nonprofit and for-profit corporations. He is a former member of the Board of Directors of the National Association of Corporate Directors (and co-founder of its Minnesota Chapter), the Center for International Private Enterprise and a former Trustee of Carleton College.
John is an Adjunct Professor, teaching a governance course, at the University of St. Thomas Law School in Minneapolis and frequently writes and speaks on corporate governance subjects. He has also served as an expert witness on governance matters. John is a Fellow of the American Bar Foundation and a member of the American College of Governance Counsel.
Learn More About Corporate Governance
Why is Board composition an important governance issue?
How can governance excellence translate into stronger business performance?
What is the role of the Board regarding various technology issues?
What is the Board’s role in overseeing a company’s culture and why is that important?
How does the subject of business sustainability impact the boardroom?
Articles & Presentations
October 21, 2016
Prepared by John Stout & Elizabeth Dunshee
On October 13, 2016, John Stout opened the Twin Cities Business Outstanding Directors Awards event by describing some of today’s most important governance themes.Read More
August 6, 2014
By John H. Stout & Elizabeth M. Dunshee
Increasingly shareholders, other stakeholders and regulators are seeking greater board turnover and diversity in board composition as the tenure of directors, age limits and term limits increase. Unquestionably, board performance begins with board composition, the character, integrity, competence and skills of those who comprise the corporation’s governing body. Selection, oversight, evaluation, compensation, and if necessary, termination of the CEO, equally as important as board composition, depends on the character, fortitude, experience and skills of those who comprise the Board of Directors. Board composition remains one of the most, if not the most, challenging aspects of corporate governance. Below are thoughts respecting tools that boards may use to address board composition and increasing concerns about overly long director tenure.Read More
January 20, 2014
Corporate governance remains a key topic for corporations and their boards of directors, with board composition, shareholder activism and director accountability topping the list of issues.Read More
PUBLICATIONS & PRESENTATIONS
- Presentation, “From Enron to Volkswagen: Can Your Board Confidently Avoid Scandal?,” National Association of Corporate Directors, Georgetown Corporate Counsel Institute, Georgetown Law School, Washington, D.C., March 17, 2017
- “Sustainability Meets Integrity,” Business Law Today, January 2017
- Presentation, “From Enron to Volkswagen: Can Your Board Confidently Avoid Scandal?,” Retail Industry Counsel Association, Atlanta, GA, October 26, 2016
- Presentation, “From Enron to Volkswagen: Can Your Board Confidently Avoid Scandal?,” National Association of Corporate Directors, Minneapolis Club, October 25, 2016
- Presentation, “From Enron to Volkswagen: the Critical Importance of Governance, Culture, Compliance and Ethics,” ABA Corporate Governance Committee Spring Meeting, Montreal, QC, Canada, April 9, 2016
- Panel, “Corporate Sustainability: Should Materiality be the Primary Focus for Board and Regulatory Oversight?,” American Bar Association, Business Law Section Panel, Washington, D.C., November 20, 2015
- Presentation, “Five Governance Developments,” Twin Cities Business Outstanding Directors Awards, Minneapolis, MN, October 1, 2015
- Panel, “Sustainability and the Financial Markets,” American Bar Association, Business Law Section Panel, Chicago, IL, September 18, 2015
- ABA Continuing Legal Education Panel, “Governance Meets Sustainability,” Phone and Internet Presentation, February 25, 2015
- Presentation, “Advancing the Standard: Corporate Governance Revisited,” American Society of Mechanical Engineers Board/Management Conference, Kiawah Island, SC, August 7, 2014
- Presentation, “Refreshing the Board of Directors,” ABA Business Law Section Annual Meeting, Chicago, IL, August 6, 2014
- “Corporate Governance Best Practices,” NIRI Virtual Chapter, Minneapolis, MN, February 2014
- Presentation, “The Role of Outside Consultants in Evaluating or Investigating Corporate Matters,” Summit on Emerging Corporate Governance Trends for Lawyers & Accountants, the American Institute of Certified Public Accountants and the American Bar Association, Chicago, IL, June 6-7, 2013
- “ABA’s John Stout Looks at the Future of Corporate Governance,” article by Catherine Dunn, Corporate Counsel, January 10, 2013
- “Integrity, Culture, and Other Intangibles for Building Long-Term Value – The Board’s Critical Responsibility,” article in Private Sector Opinion, a Global Corporate Governance Forum Publication, International Finance Corporation, Global Corporate Governance Forum, December 2012
- “It All Starts With Well-Chosen Directors,” Directors & Boards, October 2012
- Presentation, “The Board’s Responsibility for Corporate Culture: Selected Governance Concerns and Tools for Addressing Corporate Culture and Board Performance,” World Governance Forum of the International Finance Corporation (an affiliate of the World Bank, Washington, D.C.), Jakarta, Indonesia, December 3, 2011
- Presentation, “The Board’s Balancing Act: Managing Risk and Setting Strategy for Long Term Value,” World Governance Forum of the International Finance Corporation (an affiliate of the World Bank, Washington, D.C.), Jakarta, Indonesia, December 1, 2011
- Presentation, “The Board’s Responsibility for Corporate Culture – Selected Governance Concerns and Tools for Addressing Corporate Culture and Board Performance,” Board of Directors of the Bursa Malaysia, Kuala Lampur, Malaysia, May 5, 2011
- Presentation, “The Allocation of Responsibility Between Directors and Shareholders,” Malaysian Alliance of Corporate Directors Conference, Kuala Lampur, Malaysia, May 2-4, 2011
Honors & Education
- University of Michigan Law School, J.D., 1967
- Carleton College, B.A., 1962
- Minnesota, 1967
- Best Lawyers’ Corporate Governance Law “Lawyer of the Year” in Minneapolis, 2017
- The Best Lawyers in America, Corporate Governance Law, 2016-present
- Minnesota State Bar Association, North Star Lawyer, 2012-2014, 2016
- International Leadership Institute, 2009 Twin Cities International Citizens Award, April 2009
- Metropolitan Economic Development Association Annual Meeting, Champion of the Year Award, June 2006
- Minnesota Super Lawyers, Super Lawyer-International Transactions, Arts and Entertainment, Sports, E-Commerce, Securities & Ventures Finance, Mergers and Acquisitions, 1998-2006
- Fredrikson & Byron, Pro Bono Distinguished Service Award, September 2005
- Milestone Growth Fund, Lifetime Achievement Award, May 2005
- Business Journal, Minority Business Advocate of the Year, June 2003
- American Bar Association Section of Business Law, 1997 Public Service Award, March 1997
- Corporate Legal Times, Distinguished Legal Service Award, September 1997
- Metropolitan Economic Development Association, Lifetime Achievement Award, May 1997
- Carleton College Award for Distinguished Achievement, June 1992
- American Bar Association, Governing Council, Committee on Corporate Governance (Chair), Business Law Section (Chair); Sub-Committee on International Governance Developments (Co-Chair); Committee on Non Profit Governance (Co-Chair); Task Force on Director and Officer Liability
- Minnesota State Bar Association (member)
- Hennepin County Bar Association (member)
- National Association of Corporate Directors (past member, Board of Directors); Director and Chair Emeritus, Minnesota Chapter
- National Association of Corporate Directors Blue Ribbon Commissions on Risk Governance, Board Leadership and Director Professionalism
- National Association of Corporate Directors Best Practices Council on Preventing and Detecting Fraud and Other Illegal Activities
- Malaysian Alliance of Corporate Directors (MACD) (Advisory Board member)
- Adjunct Professor, Corporate Governance, University of St. Thomas Law School, University of St. Thomas Opus School of Business
- Metropolitan Economic Development Association (co-founder, Director, past Chair, and Secretary)
- Milestone Growth Fund (co-founder, Director, Chair, and Secretary)
- Minnesota Film Board (co-founder, Director, and past Chair)
- Center for International Private Enterprise (Director and Member of Executive Committee)
- Carleton College (past member, Board of Trustees)