January 2015

Greetings from Dublin. Between the Guinness tour, the champagne afternoon tea, and the jet lag, I don’t have the mental energy to do the blog I planned to write with a deep analysis of the AALS conference in DC. I live tweeted for several days and here my top 25 tweets from the conference. I have also added some that I re-tweeted from sessions I did not attend. I apologize for any misspellings and for the potentially misleading title of this post:

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Financial reforms/un-reforms depending upon your view are unsurprisingly set to be front and center in some upcoming debates.  Here are two interesting articles on the upcoming fight on financial measures taked onto must-pass bills like the budget, the exposure game and the likely resulting pressure.  Either way, financial regulation is keyed to be a big news cycle item in the upcoming political season.

These two articles just state the stance of the Obama Administration– please leave a note in the comments if you have any sources stating the opposition view.  Would love to present a balanced view of this, and am asking for the reader’s help to do so on this time-crunched Wednesday.

Anne Tucker

When I first started teaching at the University of North Dakota School of Law, I had the pleasure of having Patti Alleva as a colleague and mentor. She is one of the workshop presenters of the program listed below. Patti is an oustanding teacher, and a teacher of teachers.  

One of the great things I took away from my time with her is to teach intentionally.  That is, we all have different styles and goals, and that’s okay.  In fact, it’s a good thing.  We don’t all need to teach the same way, but we all should think about what we do, learn about how others learn, and then make decisions in the classroom for a reason.  Risks are okay (and, with Patti, encouraged)  — some things we try don’t work. We learn from that, too, and they can make us better.  The key is to try to maximize the learning experience for students.

I think, in the big scheme of things, I am an okay teacher.  I work at it; I care, and I genuinely want my students to learn and succeed.  And I do things in my classes for a reason.  How good I am, is…

I recently was afforded the opportunity to draft a short article for the William & Mary Journal of Women and the Law that combines my research on crowd theory (from the crowdfunding space) and my research on women and corporate governance.  The opportunity arose out of a celebration of the 20th anniversary of the journal, for which I had been a published author in the past.  (The journal published my article on women as investors in the context of securities fraud, Female Investors and Securities Fraud: Is the Reasonable Investor a Woman?, back in 2009.)

I just posted the recently released final version of the 20th anniversary article, entitled Women in the Crowd of Corporate Directors: Following, Walking Alone, and Meaningfully Contributing, to the Social Sciences Research Network.  My application of crowd theory to the gender composition of corporate boards of directors in this article does not provide significant new insights on the decision making of female corporate directors.  However, it does result in the observation that women on corporate boards may foster the establishment of new board structures and policies that have the potential to favorably impact board decision making.  The bottom line?  More–and more novel–research still…

I recently traveled to far western Texas to backpack in Big Bend National Park. An ice storm hit west Texas shortly before my trip. The ice cleared before I drove out from Dallas, but knocked out the power in the area I was visiting for several days. That power outage taught me several important lessons.

The Resilience of Small Businesses

The power outage demonstrated yet again the resilience of American small businesses. I was amazed at how well, and how quickly, businesses were able to adjust to the loss of power, computers, and the Internet. Those adjustments make life much easier for people like me, stuck in the area with no local support.

It’s obvious to me now, but I never thought about the fact that gas stations can’t pump gas without power. I will forever be grateful to the gentleman who owns the small Fina station in Marathon, Texas. He hooked up a portable generator to one of his gas pumps and hand-pumped gas for people like me who would have been stranded in the middle of nowhere without it. (Marathon, Texas truly is in the middle of nowhere; look it up if you don’t believe me.) He even…

It’s nice to know that at a time when law firms are feeling financially squeezed, and hiring has been greatly reduced, one firm still seems to be able to write its own ticket.  That firm would be Wachtell Lipton, whose M&A billing practices were exposed in a lawsuit by Carl Icahn alleging that Wachtell committed malpractice in the course of its representation of a target company that – unsuccessfully – sought to fend off Icahn’s takeover bid.

As the American Lawyer reports, Wachtell does not charge hourly rates to its M&A clients, nor does it provide a breakdown of “services or details as to particular lawyers and hours.”  Instead – according to its fee agreement – it apparently selects a fee based on its own internal calculations of the value of what it has accomplished, taking into account “the intensity of the firm’s efforts, the responsibility assumed, the complexity of the matter and the result achieved.”  Though it claims not to base fees on deal size, it informs clients that fees tend to be approximately 1% or more of deal size for matters under $250 million, and 0.1% or less on matters over $25 billion.

The interesting thing about…

There are many Delaware cases from 2014 that are worth reading, but below are three relatively recent Delaware cases that I found worthwhile.  I provide the case name, my very short takeaway, and links to the case and additional commentary for those who wish to dive deeper.

In re Zhongpin Inc. Stockholders Litigation, controlling stockholders, decided Nov. 26, 2014. In denying a motion to dismiss, the Delaware Court of Chancery found a reasonable inference that a 17.3% stockholder/CEO could be a “controlling stockholder.” I have not done an exhaustive search on this issue, but this is a lower percentage of ownership for a “controlling stockholder” than I have seen in most cases, though (of course) the analysis is case specific. Additional commentary by Toby Myerson (Paul Weiss).

C.J. Energy Services, Inc. et al v. City of Miami General Employees’ and Sanitation Employees’ Retirement Trust, M&A/Revlon, decided Dec. 19, 2014. The Delaware Court of Chancery held that “there was a ‘plausible’ violation of the board’s Revlon duties because the board did not affirmatively shop the company either before or after signing.” (pg. 3). The Delaware Court of Chancery enjoined the shareholder vote on the transaction at…

A few weeks ago, I described to you a really special extracurricular project undertaken by one of my students, Brandon Whiteley, now an alum, this past year.  The project?  Proposing and securing legislative passage of Invest Tennessee, a Tennessee state securities law exemption for intrastate offerings that incorporates key features of crowdfunding.  The legislation became effective on January 1.

In that first post, I described the project and Brandon’s observations on the legislative process.  This post highlights his description of the influences on the bill that became law.  Here they are, with a few slight edits (and hyperlink inserts) from me.

The following comes to us from Lee Epstein, the Ethan A.H. Shepley Distinguished University Professor at Washington University in St. Louis. (I should note that I attended this conference a few years ago and, while I ended up taking my scholarship in a different direction, I can highly recommend the workshop to anyone interested in doing empirical legal scholarship.)

The 15th annual workshop on Conducting Empirical Legal Scholarship, co-taught by Lee Epstein and Andrew D. Martin, will run from June 15-June 17 at Washington University in St. Louis. The workshop is for law school faculty, lawyers, political science faculty, and graduate students interested in learning about empirical research and how to evaluate empirical work. It provides the formal training necessary to design, conduct, and assess empirical studies, and to use statistical software (Stata) to analyze and manage data.

Participants need no background or knowledge of statistics to enroll in the workshop. Registration is here. For more information, please contact Lee Epstein.