October 2019

I watched the Netflix documentary American Factory, about the labor relationships at a Chinese-owned auto glass factory in Dayton, Ohio.  (For anyone unaware, the movie was produced by the Obamas).  It’s a fascinating film for anyone interested either in business or labor issues.

The movie begins when the old GM plant is closed in the midst of the financial crisis, throwing thousands of people out of work.  The plant is later purchased by Fuyao, a Chinese company.  They’re hiring, but at much lower wages than the old factory, and they openly state they do not want any unionization.  They are also sending over Chinese workers to work alongside the Americans.  Despite the pay cut, American workers in this economically-depressed area are happy for the job; we can see the transformation made in people’s lives.

At first, the American workers and the Chinese workers bond; the Americans invite the Chinese over to parties, enjoy introducing them to American culture, and so forth.  But the film then depicts something of a culture clash between the Americans and the Chinese. 

The Chinese expect far more obedience from their workforce, longer working hours, and they seem baffled by American regulations – everything from…

The PIABA Foundation just released a study examining the results of FINRA’s expungment processes.   FINRA’s expungement rules and dispute resolution process allow brokers to obtain arbitration awards recommending the removal of customer complaints and other information from their regulatory records.  The brokers can then take the awards to court and have them confirmed.  A state court order confirming the award results in the removal of unflattering information from the CRD database. 

As this happens more and more, you should trust FINRA’s BrokerCheck system less and less. In theory, BrokerCheck should allow the public to do meaningful due diligence on brokers by looking them up to see if customers have complained. Sadly, many of the complaints customers and state regulators need to evaluate brokers have been washed away through the expungement process. The PIABA Foundation study found that expungment rates have increased dramatically in recent years.  Brokers sought to expurgate 102 complaints in 2015.  The number rose to 300 in 2016 and rose again to 756 in 2017.  Last year, brokers sought to suppress 1,036 complaints. These requests are generally successful and brokers succeed in these efforts over 80% of the time.

I’ve written about how to see if complaints…

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Morgan State University has an open tenure-track position in the business law area.  A short blurb from the posting is below and a link to the posting here:

The Department of Business Administration in the Earl G. Graves School of Business and Management at Morgan State University invites applications for a full-time, tenure-track Assistant Professor appointment in
Business Law. The position will commence Spring/Fall 2020.

The School of Business and Management is AACSB accredited and housed in a beautiful new building with state of the art technology and a Capital Markets and Marketing Lab, as well as have growing programs that engage students and the local/business community. The School of Business and Management faculty are research-active. Therefore, the successful candidate must actively engage in research, as well as teach Business Law courses along with Life and Health Insurance, Real Estate, and Risk Management (as secondary interests).

Two opportunities for business law profs crossed my desk over the past few days.  One comes from Beate Sjåfjell, and the other from Caprice Roberts.  The topics?  Sustainability and SEALS.

Beate advises that there are a few places left at an upcoming conference on Corporate Sustainability Reforms: Securing Market Actors’ Contribution to Global Sustainability.  The conference will be held in Oslo, Norway on October 24, 2019 and features contributions from around the world and across disciplines. She promotes the conference as follows:

We know that we need the contribution of all market actors: business, citizens, investors, and the public sector to achieve sustainability. However, a number of barriers, gaps and incoherencies that prevents market actors from contributing has been identified by the SMART Project. At this conference we will discuss how to facilitate the transition to sustainability, with the aim of identifying concrete proposals.

The conference is open to students, scholars, policy-makers, practitioners, and journalists. The deadline to register is October 17. There is no registration fee, and a lunch and reception are included for all participants.

Caprice wrote to remind me that the submissions portal, https://www.sealslawschools.org/index.php/conference-submissions/, is open for the Southeastern Association of Law

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Image result for Abhijit Banerjee, Esther Duflo and Michael Kremer

Congrats to MIT professors Abhijit Banerjee, Esther Duflo and Michael Kremer on their recent Nobel Prize in Economics. 

A few years ago, I completed Professors Banerjee and Duflo’s free online EdX course on “The Challenges of Global Poverty.”

Evidently, they are doing a rerun of that course, starting February 4, 2020. You can sign up here. 

Yesterday, two highly important events occurred in the sports world.  First, OU prevailed in the Red River Showdown.  Boomer Sooner!  But, that’s not what this post is about (so, stay w/me Texas Longhorns fans!).  Second, famed Kenyan marathoner Eliud Kipchoge broke the 2-hour marathon barrier.  Today’s post is my heartfelt way of paying tribute to Kipchoge’s historic moment. 

In June, co-blogger and fellow runner Haskell Murray wrote about inspirational runners exemplifying toughness, self-discipline, humility, and perseverance (here).  In July, I followed suit (here).  In reflecting upon the little I know of Kipchoge’s journey that led to smashing a barrier many thought impossible, it’s clear to me that he has these character traits in abundance.

In November 2016, Nike announced its Breaking2 project.  In a nutshell, it involved years of planning, the assembly of world-class scientists, trainers, runners, and even a new shoe, in the quest for a sub-two hour marathon.  In May 2017, after months of intense preparation, Kipchoge almost achieved this objective.  His time: 2:00:25 (a Nike/National Geographic documentary of the Breaking2 project is: here).  He’d given 100%, but ultimately failed to reach the goal.  Nevertheless, Kipchoge did not…

Some of you may remember my post from last year on the American Bar Association’s LLC Institute, an annual program at which I have presented and from which I have benefitted.  This year’s institute is scheduled for November 7 & 8 at the Stetson Tampa Law Center.  The registration deadline is October 25.  The registration site can be found here.

The program agenda is, as usual, amazing.  Baylor Law’s Beth Miller will lead off (with others) in presenting updates on relevant decisional law.  Additional highlights include panels on “LLC Agreements That Went Wrong, and How to Fix Them: Case Studies and War Stories” and “Re-Imagining the Business Trust as a Sustainable Business Form” (the latter featuring friend and Florida Law prof Lee-Ford Tritt) and an ethics program featuring (among others) Bob Keatinge, who is always illuminating and entertaining.  Presentations by other LLC Institute favorites (including Tom Rutledge, whose message to me prompted this post) pepper the program.

On Thursday night, at the annual dinner, Mitchell Hamline School of Law Emeritus Professor Dan Kleinberger will receive the 2019 Martin I. Lubaroff Award.  Most business law profs know Dan, who has (among other things) been a tremendous servant of…

When I begin teaching my Business students about corporations, I always start with a little information about Delaware.  I tell them that Delaware has less than 0.3% of the U.S. population, it’s physically the second smallest state in the country, and it has more registered businesses than people, among other facts.

Which is why I very much enjoyed reading Omari Simmons’s paper, Chancery’s Greatest Decision: Historical Insights on Civil Rights and the Future of Shareholder Activism, which gave me a new appreciation for Delaware and its history.  I was entirely unaware that one of the cases involved in the Supreme Court’s famous Brown v. Board of Education decision was a ruling from Delaware Chancery.  The paper gives a fascinating background of racial relations in the state and the events that led to Chancellor Seitz’s ruling that Delaware’s racially-segregated school system impermissibly discriminated against African-Americans.  I’d had no idea of Delaware’s involvement in the civil rights movement and I was delighted to learn of it.  Here is the abstract:

This essay offers a historical account of the Delaware Court of Chancery’s greatest case, Belton v. Gebhart, a seminal civil rights decision. The circumstances surrounding the Belton case illuminate the limits

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Texas Senator Phil Gramm and his former aide-de-camp recently took to the Wall Street Journal’s opinion page to attack Senator Warren’s plan for accountable capitalism.  At base, her plan offers governance reforms that only the federal government may be able to deliver.  The reforms may increase the odds that corporations will behave responsibly in our society and limit the risk that they will use their enormous capital and clout to manipulate our political system for their own ends.

Senator Warren’s plan sounds similar to rhetoric coming from business leaders.  The Business Roundtable recently released its view on the purpose of a corporation.  These leading executives declared a shared, fundamental commitment to balancing important stakeholder interests.  Page after page of CEO signatories agree that corporations should deliver value to customers, invest in employees by providing fair compensation and benefits, deal fairly and ethically with suppliers, support communities, respect the environment, and generate long-term value for shareholders. 

Warren’s legislation offers a plan for putting the Business Roundtable’s vision into practice.  The Accountable Capitalism Act calls for federal charters for America’s largest corporations. It would allow employees to vote for a minority of corporate directors and require a supermajority of directors to…