August 2017

Uber has a new CEO. Perhaps his first task should be to require one of his legal or compliance staff to attend the FCPA conference at Texas A & M in October given the new reports of an alleged DOJ investigation.. I might have some advice, but Uber needs to hear the lessons learned from Walmart, who will be sending its Chief Compliance Officer. Thanks to FCPA expert, Mike Koehler, aka the FCPA Professor, for inviting me. Mike has done some great blogging about the Walmart case (FYI- the company has reported spending $865 million on fees related to the FCPA and compliance-related costs). Details are below:

THE F​CPA TURNS 40:
AN ASSESSMENT OF FCPA ENFORCEMENT POLICIES AND PROCEDURES

FCPA ConferenceThursday, October 12, 2017
Texas A&M University School of Law
Fort Worth, Texas

This conference brings together Foreign Corrupt Practices Act enforcement officials, experienced FCPA practitioners, and leading FCPA academics and scholars to discuss the many legal and policy issues relevant to the current FCPA enforcement and compliance landscape.

Register here

AGENDA

[Click here to download agenda pdf]

Registration, 8:30 a.m.

Morning Session, 9:00 a.m. to Noon

FCPA Legal and Policy Issues

…

And so it continues:

In a recent case in the United States District Court, District of Columbia, a court messes up the entity (referring to one of the parties as “Howard Town Center Developer, LLC, is a limited liability corporation (‘LLC’)”) and also does a fine job of improperly stating (or really, failing to state) the law for veil piercing. 

I took the initiative to pull the initial complaint and the answer to see if either of the parties were responsible for calling the LLC a corporation. Both sides properly referred to the LLC as a “limited liability company,” so it appears the corporation reference is a court-created issue.

In the case, a property developer brought action to require a university landowner to reinstate a ground lease and development agreement between developer and university, after the university sent notices of termination. The University counterclaimed to recover unpaid rent. The court determined, among other things, that the university was entitled to the damages it sought of $1,475,000 for unpaid rents and to attorney fees related to the developer’s breach of a ground lease and development agreement. But the opinion doesn’t stop there.

It is quite clear that the developer LLC does not have…

I am excited and proud to make the following announcement about a cool (!) upcoming program being held on Saturday, September 16 at UT Law in Knoxville:

The University of Tennessee College of Law will host a conference and CLE program that will focus on trends in business law. Discussions will take place throughout the day featuring panel discussions that center upon business law scholarship, teaching and law practice.

Topics will include business transaction diagramming; risks posed by social enterprise enabling statutes; fiduciary obligations and mutual fund voting; judicial dissolution in LLCs; Tennessee for-profit benefit corporation law and reporting; corporate personality theory in determining the shareholder wealth maximization norm; and professional responsibility issues for business lawyers in the current, evolving business environment.

The presenters for the program panels are . . . well . . . us!  All of the BLPB editors and contributing editors, except Anne Tucker (we’ll miss you, Anne!), are coming to Knoxville to share current work with each other and conference attendees.  Each editor will anchor a panel that also will include a faculty and student discussant.  The BLPB blogger papers and the discussants’ written commentaries will all be published in a future issue of our…

As Anne Tucker pointed out, there was a flurry of news items a couple of years ago suggesting that hedge fund activists were more likely to target female CEOs over male CEOs.

Well, someone’s now done a systematic study of the issue and confirmed – yes!  That is a thing that happens!

In their paper, Do Activist Hedge Funds Target Female CEOs? The Role of CEO Gender in Hedge Fund Activism, authors Bill Francis, Victor Shen, and Qiang Wu control for a variety of firm characteristics, including the “glass cliff” (that women are more likely to be elevated to CEO in times of turbulence), and still find that the presence of a woman CEO makes it more likely that a company will be targeted by activists.  They attribute the difference to a couple of things.  First, they find that women CEOs respond differently to activist attacks: instead of going into a defensive posture, they are more likely to cooperate.  As a result, activists seek cooperative measures like board seats, and settle without proxy fights.  The more cooperative posture of women CEOs makes it easier – and thus more profitable – for activists to target them.  This finding, they…

From Friend-of-the-BLPB Andrea Boyack:

WASHBURN UNIVERSITY SCHOOL OF LAW invites applications for one or possibly two tenure-track faculty positions commencing in the 2018-19 academic year.  We are particularly interested in secured transactions, payment systems, and other commercial law courses.  We would also be interested in candidates who could also expand our tax law offerings, in addition to those commercial law courses.The Washburn campus is located in the heart of Topeka, Kansas, blocks from the state capitol.  Topeka has been named a Top Ten City in Kiplinger’s magazine.  Topeka features affordable housing with beautiful, historic neighborhoods filled with well-maintained parks, and is the home of the Brown v. Board of Education historical site.

Washburn Law School is committed to diversity in its faculty and encourages applicants whose backgrounds will enrich the law school. Candidates should possess a JD degree from an ABA accredited law school; a distinguished academic record; and, a record of, or demonstrated potential for, scholarly production.

Review of applications will begin immediately, continuing until the position is filled.  (All faculty appointments are contingent upon funding.)  Interested candidates should send a resume, listing three references, and a cover letter.  Contact: Professor Mary Ramirez, Chair, Faculty Recruitment Committee, Washburn…

From an e-mail I recently received:

———

The University of Alabama School of Law seeks to fill multiple entry-level/junior-lateral tenure-track positions for the 2018-19 academic year. Candidates must have outstanding academic credentials, including a J.D. from an accredited law school or an equivalent degree (such as a Ph.D. in a related field). Entry-level candidates should demonstrate potential for strong teaching and scholarship; junior-lateral candidates should have an established record of excellent teaching and distinguished scholarship. Positions are not necessarily limited by subject. However, there is a particular need for applicants who study and/or teach business law (corporate finance, mergers & acquisitions, and business planning are of particular interest); criminal law; insurance law; and torts (including products liability). Family law and labor/employment are also areas of interest. We welcome applications from candidates who approach scholarship from a variety of perspectives and methods (including quantitative or qualitative empiricism, formal modeling, or historical or philosophical analysis).

The University embraces diversity in its faculty, students, and staff, and we welcome applications from those who would add to the diversity of our academic community. Interested candidates should apply online at facultyjobs.ua.edu. Salary, benefits, and research support will be nationally competitive. All applications are confidential…

559681_10201997965452422_927092115_n

I am delighted that Dr. Jeff Edmonds has agreed to be interviewed for this blog. Jeff and I graduated from the same high school in Chattanooga, TN, a few years apart. We both ran track, though Jeff ran a good bit faster than I ever did, and Jeff continued his running career at Rice University and Williams College. Jeff earned a PHD in philosophy at Vanderbilt University and is currently the high school academic dean at the prestigious University School of Nashville. Jeff coaches a running group called the Nashville Harriers, and he recently revived his excellent philosophy and running blog, The Logic of Long Distance.

The interview follows under the break. In the interview, Jeff shares wisdom on running and education that are well worth your time.

From Friend-of-the-BLPB Minor Myers (blue font emphasis added by me!):

BROOKLYN LAW SCHOOL seeks one or more full-time, tenure-track or tenured faculty members. We are interested in outstanding candidates in all fields, including, in particular, securities law and regulation and corporate law. Other areas of potential interest are civil procedure, constitutional law, labor law, antitrust, and torts. Applicants should have a strong academic record and demonstrated commitment to scholarly activity and publication. We are interested in both entry-level and lateral candidates, and we are especially interested in candidates who will enhance the diversity of our faculty. In addition, Brooklyn Law School plans to hire a proven, innovative leader for our academic success program. Entry-level candidates, and candidates who have been teaching in a tenure-track position for no more than two years, should apply via the Faculty Appointments Register or by email to Professor Minor Myers, Chair, Faculty Appointments Subcommittee (minor.myers@brooklaw.edu). Candidates who have been teaching in a tenure-track position for more than two years and candidates for the academic success position should apply via email to Professor Alex Stein, Chair, Lateral Faculty Appointments Subcommittee (alex.stein@brooklaw.edu).