February 2019

Posted by request. Looks like a good event:

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Law and Ethics of Big Data
Hosted and Sponsored by:
Washington and Lee University School of Law
Lexington, Virginia

Co-Hosted by:
Kenan Institute for Ethics, Duke University; The Virginia Tech Center for Business Intelligence Analytics; The
Department of Business Law and Ethics, Kelley School of Business, Indiana University Bloomington

Wednesday-Thursday, April 24-25, 2019

Abstract Submission Deadline: Friday, March 1, 2019

We are pleased to announce the annual research colloquium, “Law and Ethics of Big Data,” which will be held this
year at Washington and Lee University School of Law in Lexington, Virginia. This year’s colloquium is co-hosted
by Associate Professor Margaret Hu at Washington and Lee University School of Law and Kenan Visiting Professor
at Duke University’s Kenan Institute for Ethics, Associate Professor Angie Raymond of Indiana University, and
Professor Janine Hiller of Virginia Tech.

Due to the success of this multi-year event that now is in its sixth year, the colloquium will be expanded and we seek broad participation from multiple disciplines. Please consider submitting research that is ready for the discussion stage. Each paper will receive detailed constructive critique. We are targeting cross-discipline opportunities for colloquium participants.

Examples of…

The Harvard Law School Program on Corporate Governance invites applications for Post-Graduate Academic Fellows in the areas of corporate governance and law & finance. Qualified candidates who are interested in working with the Program as Post-Graduate Academic Fellows may apply at any time and the start date is flexible.

Candidates should be interested in spending two to three years at Harvard Law School (longer periods may be possible). Candidates should have a J.D., LL.M., or S.J.D. from a U.S. law school, or a Ph.D. in economics, finance, or related areas by the time they commence their fellowship. Candidates still pursuing an S.J.D. or Ph.D. are eligible so long as they will have completed their program’s coursework requirements by the time they start. During the term of their appointment, Post-Graduate Academic Fellows work on research and corporate governance activities of the Program, depending on their skills, interests, and Program needs. Fellows may also work on their own research and publishing in preparation for a career in academia or policy research. Former Fellows of the Program now teach in leading law schools in the U.S. and abroad.

Interested candidates should submit a CV, transcripts, writing sample, list of references, and cover letter…

Sometimes, LLC cases are a mess. It is often hard to tell whether the court is misstating something, whether the LLCs (and their counsel) are just sloppy, or both.  My money, most of the time is on “both.” 

Consider this recent Louisiana opinion (my comments inserted): 

The defendant, Riverside Drive Partners, LLC (“Riverside”) appeals the district court judgment denying its motion for a new trial related to its order of January 8, 2018, dismissing all pending claims against three parties in this multiparty litigation: (1) CCNO McDonough 16, LLC (“CCNO”); (2) R4 MCNO Acquisition LLC (“R4”); and (3) Joseph A. Stebbins, II. After review of the record in light of the applicable law and arguments of the parties, the district court judgment is affirmed. . . .

This litigation arises out of a dispute among partners in a real estate development related to the conversion of an existing historic building into an affordable housing complex. Pursuant to the Operating Agreement signed on September 30, 2013, McDonough 16, LLC, was formed to acquire, rehabilitate, and ultimately lease and operate a multi-family apartment project consisting of the historic building and a new construction building. In turn, McDonough 16, LLC had two members,

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Yoga(Me&Jordan)

A bit over three years ago, I publicly noted in this space that I am an active yoga practitioner.  In a post on “Mindfulness and Legal Drafting for Business Lawyers (A Yoga Analogy),” I wrote about common touchpoints in an asana practice (what many folks just call “yoga”) and contract drafting, sharing thoughts that had first come to me after a yoga class one weekend.  In my three-part 2017 series of “Traveling Business Law Prof” posts on packing for business travel, I also mentioned my asana practice here and here.

Today, I set out to start posting a bit more on the intersections of yoga and business law teaching and practice.  I will have help from BLPB co-blogger Colleen Baker, a fellow yogi.  In fact, it is Colleen who has spurred this on.  We have shared a bunch of ideas on things to write about.

I begin with the news that I now am a Registered Yoga Teacher with a 200-hour certification.  I set out to achieve that goal about 18 months ago, after a discussion (at the wedding of a former student) with the life partner of a UT Law alum who is about 30 years…

On Friday, I read several recent pieces on domestic and global financial market developments that I thought worth highlighting for readers.  Enjoy!

In America faces a battle to find buyers for its bonds, the Financial Times’ Gillian Tett notes important buying shifts in the market for U.S. Treasury bonds and the need to think about who “will buy this looming mountain of Treasuries” in the coming years.  The Treasury Borrowing Advisory Committee estimates that the U.S. will need to sell $12tn of bonds in the next ten years (an amount greater than in the past decade).  China’s holdings of U.S. Treasuries have been declining (from about $1.25tn three years ago to approximately $1.12tn in November 2018), but domestic savers have increased their holdings of U.S. Treasuries (from about $1.9tn in January 2018 to $2.3tn in November 2018).  As “the US need for debt is steadily increasing,” Tett’s article invites readers to think about a really critical issue.

Several years ago in my article on The Federal Reserve’s Use of International Swap Lines, I wrote about the Bank of England becoming the first major central bank to establish a central bank swap line with the People’s Bank of China. …

I’ve previously blogged about the battle to muzzle proxy advisor services with new regulations, including posting a summary of the SEC’s roundtable on the subject, a discussion of the (lack of) existing regulation, comments on the SEC’s withdrawal of two no-action letters concerning the use of such services.

This week, we have a bit of new news.  First, the SEC announced that Commisioner Elad Roisman will be spearheading efforts in this area.  That matters because, as I previously observed, Commissioner Roisman seems particularly sympathetic to the idea that firms should have an opportunity to review and comment and/or correct proxy advisor recommendations.   So I’m guessing that’s something the SEC is going to propose.

Second, NASDAQ, Inc. – along with many other public companies (not all of which are NASDAQ companies, btw) – submitted a letter to the SEC requesting various changes to the proxy rules, including more regulation of proxy advisors.  And the first thing I’ll note about the NASDAQ letter is that it’s nine pages long – 1.5 pages of text, and the rest is just a list of signatories. 

I also notice that NASDAQ’s proposals are quite similar to those that were included in…

Rory Van Loo (@RoryVanLoo) recently posted a new article exploring how automated personal assistants increasingly influence consumer purchasing decisions.  As these digital intermediaries play an ever-larger role, we need to think more about how protecting consumers requires protecting these digital intermediaries.  He opens with an example showing how a digital assistant may soon be able to efficiently shift consumer purchasing:

Siri. As part of my regular monitoring of your spending, I have located an opportunity to save money on your phone bill and on your grocery bill each month. Would you like to hear more?

Consumer. Tell me about the phone bill.

Siri. Based on your monthly data usage and the performance of the networks where you spend most of your time, you can receive comparable service through Sprint at $140 less per year. Let me know if you want to hear more. Or, if you would like me to switch your account, place your thumbprint on the phone.

Although some might fear the arrival and widespread adoption of this technology, I’d be thrilled.  Sure, I could puzzle through Project Fi, Sprint, and Verizon to find the optimal deal, but my time has real value and I cannot…

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Tom Rutledge at Kentucky Business Entity Law Blog writes: 

As a general proposition, LLC operating agreements may change the default rules provided for in the LLC Act.  A recent decision from Pennsylvania found that a general provision as to decision making by majority vote did not alter the statutory default of unanimous approval to amend the operating agreement.  Saltzer v. Rolka, No. 702 MDA 2017, 2018 WL 5603050 (Pa. Super. Ct. Oct. 30, 2018).
 
     . . . .
     
Under the Pennsylvania LLC Act, the default rule for amendment of the operating agreement is unanimous approval of the members.  15 Pa.C.S.A § 8942(b).  That rule may be altered in a written operating agreement. Id. The LLC’s operating agreement provided that it could be amended by the members at a regular or special meeting, but in that section did not address the threshold for the required vote.  Another section of the agreement provided “Except as otherwise provided in the [LLCA], or this Agreement, whenever any action is to be taken by vote of the members, it shall be authorized upon receiving the affirmative vote of a majority of the votes cast by all Members entitle

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Our friend and colleague Dan Kleinberger sent the following request along to me a few days ago on behalf of the LLCs, Partnerships and Unincorporated Entities Committee of the Business Law Section of the American Bar Association:

At the Spring meeting of the ABA Business Law Section in Vancouver, on Thursday, March 28, 2019 from 2:30pm – 4:30pm, the LLCPUE Committee is sponsoring a panel entitled, “Lessons from the Trenches for Transactional Lawyers.” Here is a brief description:

Avoiding errors in transactional documents — insights from attorneys who have seen errors play out in litigation: two litigators (including one who defends attorney malpractice claims), a transactional lawyer who often plays clean up, and an expert witness who frequently testifies in cases arising from problematic language in deal documents.

If you have some examples of problematic language, favorite (or disfavored) cases, or “occasions of sin” to share in, the panel would be grateful. The presentation will not be merely war stories. Instead, the panelists will present various categories of errors and occasions for error, as well as practical suggestions for avoiding error. However, the more examples the panel has from which to work, the more useful the categorizations will be.

Redact…