July 2022

FINRA recently filed a proposed rule change with the SEC to “to release information on BrokerCheck® as to whether a particular member firm or former member firm is currently designated as a ‘Restricted Firm.'”  A restricted firm is one that poses “a high degree of risk to the investing public, based on numeric thresholds of firm level and individual-level disclosure events.”  Essentially, these are firms with “a significant history of misconduct.”

As it stands, the public does not know which firms have been designated by FINRA as “restricted firms.” FINRA’s proposal would release this information through BrokerCheck®. This would be a strong signal to investors to more closely monitor their accounts or move them to a different brokerage. 

Only two comment letters were filed in response to the proposal.  One letter of support came from PIABA. The other was filed by Professors Nicole G. Iannarone and Christine Lazaro.  The Professors’ letter supported the proposal and urged FINRA to also “provide a plain English explanation of what restricted firm designation means on the BrokerCheck report if a firm is so designated.”  The Professors are undoubtedly right that retail customers simply won’t understand what “restricted firm” means without clear contextual…

Vanderbilt is starting a new law and business fellowship.  The job posting can be found here.  Thanks to Brian Broughman for passing this on to us. 
 
From the posting:
 
Vanderbilt Law School invites applications for a fellowship working with the school’s Law and Business Program. The fellowship is a two-year appointment that can start either Spring 2023 or Fall 2023. Applications will be considered on a rolling basis.

The fellow will spend four semesters in residence at the law school and will have the opportunity to work under the mentorship of Vanderbilt law faculty, particularly faculty affiliated with the Law and Business Program. The position is designed to give the fellow time to focus on research and writing and to prepare for a tenure-track position at a US law school. Consistent with this goal, the fellow is only expected to teach one upper-level business law course each year, and the fellow will have an opportunity to present their research while at a Vanderbilt.

The fellow will earn a competitive salary, commensurate with the candidate’s relevant experience and educational background, and will be provided a budget for conferences and research expenses, and health benefits. Applications are invited from

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The William S. Boyd School of Law at the University of Nevada, Las Vegas, invites applications from both entry-level and lateral candidates for two tenure-track or tenured faculty positions expected to begin July 1, 2023. For these two positions, we seek creative and productive scholars: one with relevant expertise in teaching Legal Writing and one with experience teaching a live-client Clinic. Our faculty who teach legal writing or clinical courses are full members of our unified tenure system with all of the privileges and scholarly expectations associated with tenure; faculty who teach legal writing or clinical courses may teach a podium course as part of our standard 3-course teaching load. Subject matter needs for podium courses are broad and include, but are not limited to, business and commercial law, criminal law, evidence, and property. 

The William S. Boyd School of Law at UNLV is a leading public law school founded on a commitment to public service and community engagement. With its nationally ranked Lawyering Process Program, Saltman Center for Conflict Resolution, and the Thomas & Mack Legal Clinic, Boyd offers a dynamic curriculum designed to teach students critical thinking and lawyering skills. Boyd has an LL.M. in Gaming Law…

Over at The Volokh Conspiracy, Jonathan Adler has posted “Does West Virginia v. EPA Doom the SEC’s Climate Disclosure Rule?” Here is a brief excerpt:

One regulatory proposal sure to get additional scrutiny in the wake of WVA v. EPA is the Security and Exchange Commission’s proposal to “enhance and standardize climate-related disclosures for investors.” In today’s Wall Street Journal, former SEC Commissioner Paul Atkins and former OIRA Administrator Paul Ray make the case that the SEC’s proposal is likely to be struck down in light of the WVA decision. According to Atkins and Ray, the SEC is seeking to repurpose pre-existing statutory authority to address a new concern outside of the SEC’s core expertise. In other words, it is seeking to pour new wine out of old bottles, and this is something the Court rejected in WVA (as well as in its decision invalidating the OSHA test-or-vax mandate)….

More broadly, WVA v. EPA and NFIB v. Dept. of Labor suggest that the Court is likely to be skeptical of the Biden Administration’s “whole of government” approach to climate change insofar as it involves deploying statutory authority that was not enacted with climate change in mind…. [T]he Court

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The following comes to us from Paul Rose.

The Ohio State University Moritz College of Law seeks candidates for two tenure-track positions. We are seeking a junior to mid-career lateral candidate for a position in the area of Tax Law or in both Business and Tax Law, and an entry-level candidate with interdisciplinary teaching and scholarship interests related to race and criminal justice.

The Ohio State University Moritz College of Law is committed to building and maintaining a diverse and inclusive community to reflect human diversity and improve opportunities for all. Diversity, inclusion, and equity are essential to the excellence of our community, culture, and curriculum, and the pursuit of this excellence is critical to our educational mission. We value diversity in all of its dimensions, including gender, gender identity or expression, race, ethnicity, religion, age, sexual orientation, physical and learning abilities, socioeconomic status, veteran status, and viewpoint. We seek to reflect multiple perspectives, backgrounds, and interests in all facets of our community. The Ohio State University is committed to equal employment opportunity and does not discriminate on any basis prohibited by law in its activities, programs, admission, and employment. All qualified applicants will receive consideration for employment without…

The following comes to us from Paul Rose.

The Ohio State Business Law Journal is currently accepting submissions for Volume 17, Issue 1, which will be published in Fall, 2022. The Ohio State Business Law Journal is nationally renowned for its intersection of business and the law. Created and managed by students, this semi-annual journal explores the legal issues facing entrepreneurs, small business owners, and venture capitalists.

For more information about our submission preferences and author guidelines, please see our submissions page (https://osblj.scholasticahq.com). Our editors are looking forward to reading your submissions!

The Washington and Lee University School of Law warmly invites applications for up to three tenure-track or tenured faculty positions that will begin on July 1, 2023.

Our search will focus on applicants whose research and teaching interests include various 1L doctrinal areas (particularly civil procedure, criminal law, and constitutional law), employment law, health law, professional responsibility/legal ethics, and business law (including commercial law). In addition to our subject-matter focus, we look for colleagues who will embrace and meaningfully contribute to our close-knit, collegial, and intellectually vibrant community.

We are excited to advance our trajectory of outstanding scholarship and teaching with these new hires. A central aspect of our Law School’s mission is to promote a diverse, equitable, and collaborative intellectual community. Learn more about our mission statement here. We continually strive to foster an inclusive campus community, one which recognizes the value of all persons regardless of identity. To further our mission, we are committed to enhancing the diversity of our faculty and student body. In that regard, we welcome candidates from members of communities that are traditionally under-represented in the legal profession and academia.

Qualifications

A J.D. from an ABA-accredited law school or equivalent is required. 

We

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image from www.lawandsociety.orgLast night, I happily found myself sitting at a café table above the River Douro in Porto, Portugal (see photo below) as part of a two-day hiatus before the Global Meeting on Law and Society in Lisbon.  I look forward to the conference and the rest of my time in this beautiful country.  Viva Portugal!

I am participating in a number of programs over the course of the conference as part of CRN 46 (Corporate and Securities Law in Society), a Law and Society Association collaborative research network that started as a female business law prof group that routinely organized programs at the annual conferences of the Law and Society Association.  I am very proud of this heritage.  The group continues to promote and support the scholarship of women and other underrepresented populations in the business law scholarly realm.

I no doubt will have more to say about the meeting once it has ended and I am back in the United States.  (I also am taking a personal trip to the Catalonia region of Spain before I return to Knoxville.)  But for today, I will offer information about my academic paper presentation at the conference.

On Saturday, July 16, I…

Via Reuters (go read the whole thing here):

Republican-led states have unleashed a policy push to punish Wall Street for taking stances on gun control, climate change, diversity and other social issues, in a warning for companies that have waded in to fractious social debates…. This year there are at least 44 bills or new laws in 17 conservative-led states penalizing such company policies …. West Virginia and Arkansas …, for example, stopped using BlackRock Inc (BLK.N) for certain services, due to its climate stance …. In Texas, JPMorgan Chase & Co (JPM.N), Bank of America (BAC.N) and Goldman Sachs (GS.N) have been sidelined from the municipal bond market due to laws passed last year barring firms that “boycott” energy companies or “discriminate” against the firearms industry from doing new business with the state…. The … “anti-woke” measures are gaining ground not only in traditional conservative strongholds such as Texas and Kentucky but also in so-called purple states … such as Arizona and Ohio…. Guns and energy were the focus of the roughly dozen state laws and bills last year …. But this year there were also more than a dozen bills relating to … other issues, including “divisive

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Y’all could have guessed I’d be blogging about this, because it’s like someone created a corporate law honey pot just for me personally.

I’m a bit late to the party on the Ben & Jerry’s structure – I know social enterprise scholars have studied the Unilever/Ben & Jerry’s arrangement for years – but now that there’s a dispute, I am fascinated.

As I understand it, Ben & Jerry’s was a publicly traded company, with a multi-class stock structure that handed control to founders Ben Cohen and Jerry Greenfield.  Cohen and Greenfield were famously committed to the company’s social mission as well as its economic one, but the stock traded at an unimpressive dollar figure, making the company a tempting takeover target.  Eventually, Cohen and Greenfield agreed to sell to Unilever in an all-cash, two-step merger consisting of a tender offer on the front end and a voted merger on the back end.  (On the back end, Unilever had more than 90% of the company’s votes, so I gather the necessity of a voted merger was because Vermont – where the company was (and is) incorporated – either didn’t have a short form process or set the threshold higher…