June 2015

Yesterday Martin Lipton, of Wachtell, Lipton, Rosen & Katz, posted “Dealing with Activist Hedge Funds” at the Harvard Law School Forum on Corporate Governance and Financial Reform. This is more like a checklist included at the end of a treatise than a typical blog post and it promises many different uses from new associate training to inclusion in a corporate governance seminar syllabus  (CHECK!), to helping clients understand the landscape of activist hedge funds.  The post summarized common activist attack methods like proxy fights, withhold votes, proxy resolutions, and PR campaigns, etc.  It also provides a company/target defense checklist addressing major categories of action such as:

  • Creating designated corporate teams
  • Shareholder relations
  • Board of Director management strategies
  • Stock & financial monitoring

Additionally, the post categorizes, in some detail, the various response options available to targets as well as documents the shifting landscape of hedge fund activism: 

Many major activist attacks involve a network of activist investors (“wolf pack”) which supports the lead activist hedge fund, but attempts to avoid the disclosure and other laws and regulations that would hinder or prevent the attack if they were, or were deemed to be, a “group” that is acting in

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NPR recently posted a story titled, Nonacademic Skills Are Key To Success. But What Should We Call Them? The story, by Anya Kamenetz, is about labeling non-cognitive skills (or skill areas) that are important — I would argue essential — to success.  The listed areas are as follows: (1) character, (2) non-cognitive traits and habits, (3) social and emotional skills, (4) growth mindset, (5) 21st Century skills, (6) soft skills, and (7) grit.  

Ms. Kamenetz explains:

More and more people in education agree on the importance of learning stuff other than academics.

But no one agrees on what to call that “stuff”.

There are least seven major overlapping terms in play. New ones are being coined all the time. This bagginess bugs me, as a member of the education media. It bugs researchers and policymakers too.

“Basically we’re trying to explain student success educationally or in the labor market with skills not directly measured by standardized tests,” says Martin West, at the Harvard Graduate School of Education. “The problem is, you go to meetings and everyone spends the first two hours complaining and arguing about semantics.”

Whatever you call it, it matters.  

Beyond the semantics, it…

Earlier I blogged (on the BLPB here and CLS Blue Sky Blog here) about my co-authored piece, Institutional Investing When Shareholders Are Not Supreme–a 30-year empirical and case review study analyzing institutional investors’ response to constituency statutes as one lens into the question of institutional capital available for alternative purpose firms, like benefit corporations.  On Monday, I wrote a short post on our article for the Harvard Law School Forum on Corporate Governance and Financial Reform, which is available here.  

-Anne Tucker

I just read an interesting essay on the debate about creating “practice-ready” graduates: Robert J. Condlin, “Practice Ready Graduates”: A Millennialist Fantasy, 31 TOURO L. REV. 75 (2014), available on SSRN here.

Condlin rejects the notion of making law school graduates practice-ready. He argues that the practice-ready movement is a mistaken response to the downturn in the market for lawyers and that law schools cannot and should not make law students practice-ready. Regardless of your position on this issue, Condlin’s article is definitely worth reading.

Non-lawyers think lawyers love to talk, that it’s almost impossible to get them to shut up. Unfortunately for those of us in legal education, that stereotype doesn’t fit most law students.

It is difficult to get many law students to talk in class. Discussions are often dominated by just a few students, known to their peers as “gunners.” Many law students, including some of the brightest, won’t participate in class unless you force them to.

I have struggled with this issue throughout my teaching career, fighting to get all of my students actively involved in class, because the research clearly shows that active participants learn more.

Jay Howard, a sociology professor and dean at Butler University, has just written a book I wish I’d had when I began teaching. The book, Discussion in the College Classroom: Getting Your Students Engaged and Participating in Person and Online, is aimed at professors teaching undergraduates, but much of what Howard has to say applies equally to law students.

According to Howard, the problem arises in part from a mismatch of norms—students and professors have different expectations.

  • Professors want students to pay attention. Students pay what Howard calls “civil attention,” showing external cues

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