June 2016

The first part of my June scholarship and teaching tour is now done.  Having just returned from the Law and Society Association conference in New Orleans (about which I will say more in later posts), I now am preparing for my presentation on Friday at “Method in the Madness: The Art and Science of Teaching Transactional Law and Skills,” this year’s conference hosted by Emory University School of Law’s Center for Transactional Law and Practice.  Emory Law convenes these conferences every other year.  The conferences always focus on teaching transactional business law and skills.

Here’s the abstract for my presentation:

Drafting Corporate Bylaws: From Alpha to Omega

The archetypal introductory law school course in business associations law characteristically introduces students to corporate bylaws. Typically, course references to corporate bylaws occur in the context of corporate formation and in cases construing corporate bylaws in the context of private ordering, fundamental corporate changes, and the like. Treatment of the subject is necessarily somewhat superficial and episodic. Although students may be exposed to bylaw provisions and even, in some cases, a sample set of corporate bylaws, little time exists in the standard basic Business Associations course to address the optimal drafting process for drafting organic documents…

How much do we trust institutional investors to protect their interests?

Delaware law has gradually been inching toward a recognition that in a stock market dominated by institutional investors, old assumptions – about a dispersed,  uninformed, and rationally passive shareholder base – must give way to a new recognition of shareholder sophistication and incentives.

You can see the tendrils of this growing awareness in, for example, opinions like Corwin v. KKR Fin. Holdings LLC, 125 A.3d 304 (Del. 2015), where the Delaware Supreme Court held that a shareholder vote in favor of a merger would act as a ratification of the directors’ conduct – a ruling that implicitly relied on an expectation of shareholder sophistication.  See id. (“When the real parties in interest—the disinterested equity owners—can easily protect themselves at the ballot box by simply voting no, the utility of a litigation-intrusive standard of review promises more costs to stockholders in the form of litigation rents and inhibitions on risk-taking than it promises in terms of benefits to them.”)  You can see it in then-Vice Chancellor Strine’s opinion in In re Pure Res. S’Holders Litig., 808 A.2d 421 (Del. Ch. 2002), where he held that controlling shareholder tender…

I recently finished Grit: The Power of Passion and Perseverance (2016) by Angela Duckworth (Penn Psychology).

Next week, I will post some reflections on the contents of the book, but for now, I would like to discuss professors publishing for a popular audience. Tongue-twisting alliteration unintended.  

I am thankful that Duckworth wrote this book for a popular audience rather than in a way that would target a narrow slice of academia. Even as a professor myself, I find books written for popular audience easier to digest, especially if in a different discipline. While popular press books often oversimplify, I would rather a professor author a popular press book on her studies (and studies in her field) than have a journalist attempt to explain them. Also, while a popular press book may oversimplify, professors tend to be intentional about avoiding claims that are too sweeping. Note that in this interview, like the book, Duckworth is careful to state that grit is not the only thing that contributes to success. Finally, especially when the professor has done the background academic work first, as Duckworth did in many peer-reviewed journal articles, a popular press book can reach more people and inspire change and may…

See below for information on the The Midwest Academy of Legal Studies in Business (MALSB) Annual Conference in Chicago, IL and their call for papers. I attended MALSB this year, found it beneficial, and reflected on the conference in this post.

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Midwest Academy of Legal Studies in Business

2017 Annual Conference

March 22 – 24, 2017

The Palmer House Hilton Hotel – Chicago, Illinois

Conference Registration and Call for Papers

The Midwest Academy of Legal Studies in Business (MALSB) Annual Conference is held in conjunction with the MBAA International Conference, long billed as “The Best Conference Value in America.”

The MBAA International Conference draws hundreds of academics from business-related fields such as accounting, business/society/government, economics, entrepreneurship, finance, health administration, information systems, international business, management, and marketing. Although the MALSB will have its own program track on legal studies, attendees will be able to take advantage of the multidisciplinary nature of this international conference and attend sessions held by the other program tracks. 

For more information on the MALSB and its Annual Conference, please see the attached Call for Papers or go to http://www.malsb.org/. 

Readers attending Law & Society in New Orleans at the end of the week should make a note of the following corporate and securities law panels taking place on Friday, June 3rd and Saturday, June 4th.   

FRIDAY, JUNE 3

 
   

2:45 PM – 4:30 PM

1146—Panel Session—Financial Market Regulation

Room: Salon C, NOLA Marriott

4:45 PM – 6:30 PM

1147—Panel Session—Rulemaking, National and International

Room: Salon C, NOLA Marriott
   
   

SATURDAY, JUNE 4

 
   

8:15 AM – 10:00 AM

1150—Panel Session—Investors, Consumers, and the Public  Interest

Room: Salon C, NOLA Marriott        

2:45 PM – 4:30 PM

1152—Panel Session—Corporate Governance and Value

Room: Salon C, NOLA Marriott

2:45 PM – 4:30 PM

2895—Roundtable—Corporate Diversity: Comparative and Critical Perspectives

Room: Galerie 5, NOLA Marriott

4:45 PM – 6:30 PM

1154—Panel Session—Addressing Agency Costs and Corporate Wrongdoing

Room: Salon C, NOLA Marriott

*updated  June 1st at 4:20 to include 2 additional panels submitted by a reader (Shlomit  Azgad-Tromer)

Thursday June 2nd : Power Business and Legal Practice, 12:45- 2:30 PM
Friday June 3rd : Stakeholders and the Corporation, 4:45-6:30 PM

-Anne Tucker