University of Central Florida is advertising for an associate or full professor in the area of legal studies, international law, and/or national security law.
The full listing is after the break and the position has been added to my legal studies position list.
Randall Thomas (Vanderbilt Law School) and Lawrence Van Horn (Owen Graduate School of Management, Vanderbilt University) have posted a new article entitled Are Football Coaches Overpaid? Evidence from Their Employment Contracts.
This is a rare article that appeals to both my academic interests and my interest in football. Rarely do these two set of interests overlap in my life, and the article has prompted me to think of ways I might incorporate my football knowledge into future academic articles.
The article’s abstract reads:
The commentators and the media pay particular attention to the compensation of high profile individuals. Whether these are corporate CEOs, or college football coaches, many critics question whether their levels of remuneration are appropriate. In contrast, corporate governance scholarship has asserted that as long as the compensation is tied to shareholder interests, it is the employment contract and incentives therein which should be the source of scrutiny, not the absolute level of pay itself. We employ this logic to study the compensation contracts of Division I FBS college football coaches during the period 2005-2013. Our analysis finds many commonalities between the structure and incentives of the employment contracts of CEOs and these football coaches. These contracts’ features
The world can rest easy; a policy debate has been resolved. Leonardo DiCaprio says climate change is real. I was waiting to see what Jennifer Lawrence and Ben Affleck have to say, but I guess Leonardo DiCaprio is good enough for me.
Seriously, why should anyone care what an actor or any other celebrity has to say about scientific issues? DiCaprio’s position on climate change–yes or no–should have no effect on anyone’s beliefs.
But, if you think opinions like this really do matter, here are some new law review articles that might change your views on business law issues:
Ryan Gosling, Director Primacy is Wrong: A Reply to Professor Bainbridge
Jennifer Lawrence, Rethinking General Solicitation in Private Placements
Hugh Jackman, Director Liability in Hostile Takeovers
And, finally, one you should really pay careful attention to:
Steve Bradford, Why String Theory is Wrong.
A study by the Center for Political Accountability finds that more public companies are voluntarily disclosing their political spending.
The survey this year looked at disclosure by the top 300 companies on the Standard & Poors 500 list, up from 200 firms surveyed last year. Of the firms studied, sixty percent disclosed at least some spending on behalf of candidates, parties and political committees. Nearly half described their membership or payments to politically active trade associations, such as the U.S. Chamber of Commerce.
The report is available here, as is the full story at the Washington Post.
-Anne Tucker
Earlier this week, the Wall Street Journal ran an interesting op-ed titled The West’s Bruised Confidence in Capitalism. In the op-ed the author summarized the findings of the recently published Corporate Perception Indicator survey, which found that 36% of those surveyed reported that they viewed corporations as a source of “hope,” while 37% viewed corporations as a source of “fear.” Broken down by generation, 44% of respondents over the age of 65 view corporations as a source of “hope,” compared to 36% of millennials (defined as those aged 18-34 – darn it, I just missed the cut off!) who view corporations as a source of “fear” rather than “hope.” The survey was not limited to the U.S. and one of the more interesting findings was that 61% of all respondents wanted to hear more about the ways in which corporations help to address broader social issues. The op-ed concluded by offering this thought: “For business leaders, six years after the financial crisis and amid continuing economic uncertainty, the challenge is to show how they use their positions of power to contribute to the common good. The public world-wide wants corporations to promote shared values around growth and opportunity
President Judge James T. Vaughn, Jr. of the Delaware Superior Court has been nominated to the Delaware Supreme Court by Governor Jack Markell. Judge Vaughn has served on the Delaware Superior Court for 15 years.
News.Delaware.Gov has more here.
Citing to Hobby Lobby, a U.S. District Court Judge in Utah ruled that an individual may refuse to comply with a federal subpoena in a child labor investigation because naming church leaders would violate his religious freedoms protected under RFRA. The court found that complying with the subpoena failed the least restrictive means prong under RFRA. The full court opinion, Perez v. Paragon Contractors, Corp., 2:13CV00281-DS, 2014 WL 4628572 (D. Utah Sept. 11, 2014), is available here and a a brief news summary is available here.
(Note: This is a cross-posted multiple part series from WVU Law Prof. Josh Fershee from the Business Law Prof Blog and Prof. Elaine Waterhouse Wilson from the Nonprofit Law Prof Blog, who combined forces to evaluate benefit corporations from both the nonprofit and the for-profit sides. The previous installments can be found here and here (NLPB) and here and here (BLPB).)
In prior posts we talked about what a benefit corporation is and is not. In this post, we’ll cover whether the benefit corporation is really necessary at all.
Under the Delaware General Corporation Code § 101(b), “[a] corporation may be incorporated or organized under this chapter to conduct or promote any lawful business or purposes . . . .” Certainly there is nothing there that indicates a company must maximize profits or take risks or “monetize” anything. (Delaware law warrants inclusion in any discussion of corporate law because the state’s law is so influential, even where it is not binding.)
Back in 2010, Josh Fershee wrote a post questioning the need for such legislation shortly after Maryland passed the first benefit corporation legislation:
I am not sure what think about this benefit corporation legislation. I can understand how expressly stating such public benefits goals might have value and provide both guidance and cover for a board of directors. However, I am skeptical it was necessary.
Not to overstate its binding effects today, but we learned from Dodge v. Ford that if you have a traditional corporation, formed under a traditional certificate of incorporation and bylaws, you are restricted in your ability to “share the wealth” with the general public for purposes of “philanthropic and altruistic” goals. But that doesn’t mean current law doesn’t permit such actions in any situation, does it?
The idea that a corporation could choose to adopt any of a wide range of corporate philosophies is supported by multiple concepts, such as director primacy in carrying out shareholder wealth maximization, the business judgment rule, and the mandate that directors be the ones to lead the entity. Is it not reasonable for a group of directors to determine that the best way to create a long-term and profitable business is to build customer loyalty to the company via reasonable prices, high wages to employees, generous giving to charity, and thoughtful environmental stewardship? Suppose that directors even stated in their certificate that the board of directors, in carrying out their duties, must consider the corporate purpose as part of exercising their business judgment.
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Omnicare is back in court. This time, it is petitioning the Supreme Court for relief in a legal battle under Section 11 of the Securities Act of 1933, as amended. The question presented (as quoted from the cert petition) is:
For purposes of a Section 11 claim, may a plaintiff plead that a statement of opinion was “untrue” merely by alleging that the opinion itself was objectively wrong, as the Sixth Circuit has concluded, or must the plaintiff also allege that the statement was subjectively false—requiring allegations that the speaker’s actual opinion was different from the one expressed—as the Second, Third, and Ninth Circuits have held?
If this case sounds familiar to you, that may be because co-blogger Ann Lipton already has written about the case here on the BLPB. As it turns out, Ann and I each have signed onto amicus briefs in the case supporting the same side–the respondents. The brief that Ann is on can be found here. The question addressed in that brief is “[w]hether an objectively incorrect statement of opinion is actionable under Section 11 . . . only if it was subjectively disbelieved by the defendant.” Jay Brown‘s brief, of which I am a named co-author (together with Lyman Johnson and Celia Taylor), is here. We address “[w]hether, for purposes of issuer liability under Section 11 . . . a statement in a registration statement attempting to characterize a verifiable, present fact about the legal validity of contracts as a ‘belief’ rather than a fact can shield an issuer from liability.”
In July, I blogged about the irrelevance of law reviews. Here’s more evidence.
I spoke at a symposium on crowdfunding in late March and submitted my article, Shooting the Messenger: The Liability of Crowdfunding Intermediaries for the Fraud of Others, to the law review in late June. The editor-in-chief recently informed me that the edited article would be available for my review sometime in November, and that it should be published in March of 2015.
In the meantime, the article is accumulating downloads on SSRN, the Social Science Research Network. By the time it’s published, most of the people who are most interested in the topic will have already read it. The law review will provide a published archive that people can cite to, but that’s about it.
