February 2014

From Gail Lasprogata (Seattle University):

Nowhere explodes with new life and color in the spring like the Pacific Northwest.This refreshment and inspiration is always matched by the supportive and fun atmosphere of the Pacific Northwest ALSB regional conference.

This year’s conference will be held on April 24-26, 2014 in Vancouver BC [pictured below].  We will start with a reception on Thursday evening, April 24th and end shortly after lunch on Saturday, April 26th.  We promise the same low cost and friendly high value in what has deservedly become a favorite among ALSB regional academic meetings.

If you have any questions, please contact our program chair, Gail Lasprogata of Seattle University at lasprogg@seattleu.edu.  Registration forms should be requested from, and submitted to, Gail.

We hope you will join us!

The previous posts for two other 2014 regional ALSB conferences:

The previous post for the 2014 national ALSB conference:

These conferences are the top regional and national conferences for legal studies professors in business schools, but I believe most are open to others as well.  

Vancouver

The business schools of Georgia Institute of Technology, University of Louisiana (Lafayette), and Indiana University (South Bend) have posted openings for legal studies positions. 

I have ties to two of the schools.  Wade Chumney (Georgia Tech) was in my position at Belmont University before I arrived and he provided me with great advice.  Wade seems like he would be a wonderful legal studies colleague.  University of Louisiana (Lafayette) was one of the (very few) schools to make me a tenure track offer when I was first on the market.  The faculty at UL-L were wonderfully hospitable, and I was a big fan of the Cajun food, music, and culture.  Plus, how many schools have a lake/swamp with (small) alligators in the middle of campus?  Proximity to family was the deciding factor in my decision, and I highly recommend the school. 

I don’t have any personal information about Indiana University (South Bend), but I think there is a lot of be said for the public education system.

All three of these positions are solid opportunities that our readers on the market may be interested in pursuing.  Given the well-publicized challenges facing many law schools, it would not be surprising if many current law professors were among those looking at legal studies positions in business schools.

The information on these positions is after the break.  Business school legal studies positions tend to be more poorly publicized than law school professor positions, and while I will try to post good positions to this website, if you are interested in teaching law in a business school, it might be worth the $30 (new member price) to join the Academy of Legal Studies in Business, view their job postings, and receive the e-mails.

Previously, I wrote about some of the differences I see in teaching at a business school and teaching at a law school.     

[Position Details After the Break]

From Michelle Meyer over at the Faculty Lounge.  Sounds like an interesting position:

In connection with our work on a sponsored research project with the National Football League Players Association, the Petrie-Flom Center seeks to hire a Senior Law and Ethics Associate immediately. (Please note that this is a distinct position from the one we recently advertised working with Harvard Catalyst on clinical and translational research.)

 

We are seeking a full-time doctoral-level hire (J.D., M.D., Ph.D., etc. in law, ethics, public health, social science, or other relevant discipline) with extensive knowledge of and interest in legal and ethical issues related to the health and welfare of professional athletes.  The position will be funded for at least two years, with renewal likely for an additional year or more.

 

View the full job description and apply here. 

 

For questions, contact petrie-flom@law.harvard.edu or 617-496-4662.

As previously noted on this blog, 44 law professors filed an amicus brief in Sebelius v. Hobby Lobby Stores, Inc., outlining several corporate law issues in the arts-and-craft store chain’s request for a religious exemption from complying with contraceptive requirements in the Affordable Care Act.  That brief prompted several responses and sparked a corporate law debate, which is being recapped and weighed in on at Business Law Prof Blog (see earlier thoughtful posts: here, here, and here by Stefan Padfield and Haskell Murray).   

So what is at stake in this case? Religious exemptions for corporations. The role of benefit corporations and other hybrid, triple bottom line entities.  The classic entity theory vs. aggregate theory debate of how do we treat the legal fiction of individuals acting through businesses and businesses acting, in part, on behalf of people.  The role and future of Corporate Social Responsibility generally. Corporate personhood.  Corporate constitutional rights. And existential questions like can corporations pray? You know, easy stuff. 

CSR. Our laws set the floor; they establish the minimum that social actors must do and that other members in our society can expect to receive.  Corporate social responsibility asks companies…

Yesterday, Carl Icahn sent a letter to eBay shareholders, which starts like this:

Dear Fellow eBay Stockholders,

We have recently accumulated a significant position in eBay’s common stock because we believe there is great long-term value in the business. However, after diligently researching this company we have discovered multiple lapses in corporate governance. These include certain material conflicts of interest, which we believe could put the future of our company in peril. We have found ourselves in many troubling situations over the years, but the complete disregard for accountability at eBay is the most blatant we have ever seen. Indeed, for the first time in our long history, we have encountered a situation where we believe we should not even have to run a proxy fight to change the board composition. Rather, we believe that in any sane business environment these directors would simply resign immediately from the eBay Board, either out of pure decency or sheer embarrassment at the public exposure of the extent of their self-serving activities.

Wow. You could almost drop the mic there.  Icahn does not, though. He goes on to outline a series of transactions from board members and the CEO that raise reasonable questions about the independence of certain board members.  (click below for more)

I have been working on a project involving liability for securities fraud under the Securities Act and the Securities Exchange Act. I’m addressing the possible liability of one particular defendant in one limited context–selling securities pursuant to the crowdfunding exemption in section 4(a)(6) of the Securities Act.

A defendant in that context faces possible civil liability under at least five different antifraud provisions—sections 4(a)(6), 12(a)(2), and 17(a) of the Exchange Act; Rule 10b-5; and section 9 of the Exchange Act. You could actually count that as seven if you counted scheme liability under Rule 10b-5 and section 17(a) separately. And that’s not counting the aiding and abetting provision in section 20(e) of the Exchange Act or possible state law liability.

Those antifraud provisions differ in many ways: the standard of care; the burden of proof; reliance requirements; who may sue; who’s liable as a defendant. Does it really make sense to have a potpourri of antifraud rules applicable to a single defendant in a single transaction?

I can understand why we might want to apply different rules when the SEC is a plaintiff than when a private party is the plaintiff. And I can understand why we might want to…

Professor Bainbridge has posted:  Bainbridge, Stephen M., A Critique of the Corporate Law Professors’ Amicus Brief in Hobby Lobby and Conestoga Wood (February 21, 2014).

The abstract is posted below:

The Patient Protection and Affordable Care Act (ACA) effected numerous changes in the legal regime governing health care and health insurance. Among the ACA’s more controversial provisions is the so-called contraceptive mandate, which requires employer-provided health care insurance plans to provide coverage of all FDA approved contraceptive methods.

On March 25, 2014, the Supreme Court will hear oral argument in the Hobby Lobby and Conestoga Wood cases, in which the shareholders of two for-profit family-owned corporations argue that requiring them to comply with the contraception mandate violates the Religious Freedom Restoration Act.

Forty-four law corporate law professors filed an amicus brief in these cases, arguing that the essence of a corporation is its “separateness” from its shareholders and that, on the facts of these cases, there is no reason to disregard the separateness between shareholders and the corporations they control. The Brief is replete with errors, overstated claims, or red herrings, and misdirection.

Contrary to the Brief’s arguments, basic corporate law principles strongly support the position of

…

The following announcement of the Mid-Atlantic Academy in Legal Studies in Business (“MAALSB”) Annual Conference on March 21-22, 2014 comes to us from MAALSB President Stacey B. Lee (John Hopkins).  The conference will be held at Johns Hopkins Carey Business School, 100 International Drive, Baltimore, MD 21202 (pictured below).

Papers submitted by March 1, 2014 are eligible for publication in the Atlantic Law Journal and a Best Paper cash award. Conference attendance is not required for journal submissions. For more information, please check the ALSB website’s link to MAALSB, or contact Stacey B. Lee, President at staceyb.lee@jhu.edu.

More registration information is available here.

My co-blogger Haskell Murray recently posted “Religion, Corporate Social Responsibility, and Hobby Lobby” and asked me to respond, which I am happy to do. I will admit that I am still developing my thoughts on the issues raised by Haskell’s post, so what follows is a bit jumbled but still gives a sense of why I currently oppose for-profit corporations being permitted to evade regulation by pleading religious freedom (if you have not read Haskell’s post, please do so before proceeding):

1. Corporate power threatens democracy. Corporations and other limited liability entities have been controversial since their creation because, among other things, the combination of limited liability, immortality, asset partitioning, etc., makes them incredible wealth and power accumulation devices. Of course, on the one hand, this is precisely why we have them – so that investors are willing to contribute capital they would never contribute if they risked being personally liable as partners, and thus unique economic growth is spurred, a rising tide then lifts all ships, and so on. On the other hand, because of their unique ability to consolidate power, corporations are aptly considered by many to be one of Madison’s feared factions that threaten to undermine the very democracy that supports their creation and growth:

Besides the danger of a direct mixture of religion and civil government, there is an evil which ought to be guarded against in the indefinite accumulation of property from the capacity of holding it in perpetuity by ecclesiastical corporations. The establishment of the chaplainship in Congress is a palpable violation of equal rights as well as of Constitutional principles. The danger of silent accumulations and encroachments by ecclesiastical bodies has not sufficiently engaged attention in the U.S.

[More after the break.]

At its Friday conference, the Supreme Court considered the cert petition filed in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, concerning the definition of “falsity” under the securities laws when the relevant statement expresses a matter of opinion, rather than objective fact.  I think the Court will likely deny this particular petition, but the issue is a critical one that will have to be resolved sooner or later.

[More discussion under the cut – click to read]