Are the following two items related?
Ghosts of Christmas Past: WeWork Litigation
Everyone remember the WeWork debacle? One interesting aspect is that although Adam Neumann is often mentioned in the same breath as Elizabeth Holmes and – these days – Samuel Bankman-Fried, Neumann was never charged with fraud, despite ballyhooed announcements of investigations. If anything, that’s one of the more amazing things about the story: Neumann was able to incinerate billions of dollars while apparently explaining exactly what he planned to do and how he would do it.
Well, not exactly. As I blogged in March 2021, one set of WeWork investors brought fraud claims against Neumann and other WeWork officers, namely former shareholders of a company called Prolific Interactive, which WeWork acquired for a combination of cash and WeWork stock. The former Prolific shareholders claim that they were misled about the value of WeWork stock and sold their company too cheaply. And, when they filed their complaint, I blogged that I didn’t understand why they had chosen to bring claims solely under Section 10(b) of the federal Exchange Act. Section 10(b) is a very plaintiff-unfriendly statute. Among other things, 10(b) claims are subject to the heightened pleading requirements of the PSLRA, and the scope of prohibited behavior is actually quite
Recordings of Debt Market Complexity: Shadowed Practices and Financial Injustice
Earlier this year, co-blogger Joan Heminway posted about the University of Pennsylvania Law Review’s October 2022 Symposium, Debt Market Complexity: Shadowed Practices and Financial Injustice. It was a fantastic program! For interested BLPB readers who were unable to attend, I wanted to share that recordings of the program were available online.
Holiday Happiness and the Business Law Professor
As a law professor, I find December a very confusing month. On the one hand, exams are given and papers are in, and grading them and determining course grades loom large. These activities consume inordinate amounts of time and are stressful, adding to the stress of holiday preparations (a real thing some of us do not acknowledge). And then there always is the need to work in medical appointments that did not make it into one’s schedule during the fall semester. The negative energy can be overwhelming.
Yet, on the other hand, class preparation is done. Scheduling things gets a bit easier since class meetings are no longer happening. The many hours of grading even have some bright moments–moments in which you are confident someone really “gets it” (whatever “it” is) There is some joy in the gift-buying and wrapping, menu-planning and cooking, and certainly in gift-giving. And there is gratitude that those medical appointments are finally happening, and that any necessary follow-ups can be organized and implemented.
The little happy surprises are, however, the best–like the wonderful homemade gingerbread pictured above, a gift from a young woman I met almost four years ago because of a talk I
Video of the Seventh Annual Berkeley Fall Forum on Corporate Governance
In early November, Berkeley held a 2-day forum on corporate governance, featuring a variety of A-list speakers including Chancellor McCormick and Vice Chancellor Glasscock. I also participated on a panel with Adam Badawi to talk about everyone’s favorite subject, Elon Musk’s takeover of Twitter. The videos from the event were just posted online, so for those of you who couldn’t watch it live – here’s the link (also available here)!
Happy holidays, everyone. Stay warm!
Give Yourself the Gift of Understanding Contract Drafting and Negotiation In Miami or Virtually February 2023
It’s the holidays and it’s time to treat yourself and members of your team to practical training and fantastic networking in sunny Miami in February. We don’t have bomb cyclones down here. The Transactional Skills Program at the University of Miami School of Law couldn’t be more excited to host the How to Contract Conference from February 15-17, 2023.
- ContractsCon is a training and networking EXTRAVAGANZA focused on the practical contract drafting and negotiating skills that in-house counsel and contracts professionals need to know.
- This event is a zero-fluff, to-the-point training on the nitty-gritty details. ContractsCon includes:
- speakers who get the in-house experience and can explain why we draft the way we do
- training centered around provision-level playbooks for you and your company to use when you return to work
- workshops that provide a deeper dive into more nuanced topics and include interactive group activities
- ContractsCon Playbook, featuring the advice and drafting approaches discussed at ContractsCon
- access to How to Contract’s SaaS Contracts Training Library, with 20+ hours of training videos, the Cloud Services Agreement Playbook, and lots more (through March 31, 2023)
- CLE pending in 26 states for up to 7 hours for virtual ticket holders and up to 13 hours for in-person attendees
- ContractsCon is an annual
Call for Submissions: Akron Law Review Sports and Entertainment Law Symposium
The Akron Law Review seeks articles and essays of any length, speakers, and panel participants for a symposium on issues related to sports and entertainment law. The Symposium, “Game Changers: Rewriting the Playbook” A Sports and Entertainment Law Symposium will take place at the University of Akron School of Law, Akron, OH, on Friday, April 14, 2023.
The editors seek articles, essays, and speakers that address one or more of the following topics, or other related topics:
- Contract Negotiations
- Diversity in Sports Leadership
- The Interplay of Ethics and Sports Agency
The editors seek articles, essays, and speakers for panel discussions on the following topics:
- Name, Image, and Likeness (NIL) – With this panel, we seek discussion of NIL policy and how athletes do, can, and/or should navigate new and evolving guidelines.
- Equality in Pay – With this panel, we seek discussion of the differences in pay between women and men in team and individual sports, such as soccer and golf.
The Akron Law Review has been highly ranked in the Washington and Lee Law Review Rankings for several years. In five recent years (2015-2019), the Akron Law Review ranked in the top 100 for student-edited, general journals in the Washington
The Meaning of FTX, Part Deux
A couple of weeks ago, I blogged about how the most striking aspect of the FTX saga was the lack of due diligence by FTX’s equity backers – and how proud they were of that fact, before everything came crashing down.
This week, we got a little more color on that, in the form of the SEC’s complaint against Samuel Bankman-Fried (like everyone else, for ease of reference, I’ll call him “SBF”). The least surprising thing about the case is that the SEC focused not on the fraud perpetuated on crypto asset traders, but on the fraud perpetuated by SBF on investors in FTX. That’s because the SEC only has jurisdiction over fraud committed in connection with securities trading, and it’s not always clear whether a particular crypto asset is, or is not, a security. To sue SBF over fraud perpetuated on FTX customers, the SEC would have to perform the Howey test on an asset-by-asset basis for everything the customers traded – not exactly a feasible undertaking. So, the SEC took the low-hanging fruit and sued to vindicate the rights of the stockholders in FTX.
Just one teensy problem. Here are examples of the fraud, taken from
Open Legal Studies Faculty Positions – Georgia State University College of Business
Dear BLPB Readers:
“GEORGIA STATE UNIVERSITY invites applications for full-time tenure-track and non-tenure-track faculty positions in Legal Studies in the Department of Risk Management and Insurance at the J. Mack Robinson College of Business, effective for Fall 2023. The salary level, benefits, and course-load for these positions are competitive. Candidates must have a J.D. (or a PhD) from an accredited institution. For additional information, please access the tenure-track position posting here (https://academicjobsonline.org/ajo/jobs/23860) and the non-tenure-track position posting here (https://academicjobsonline.org/ajo/jobs/23859).”
Call for Panel and Independent Paper Proposals – Money as a Democratic Medium 2.0
Dear BLPB Readers:
The below is from the Call for Panel and Independent Paper Proposals for the upcoming conference, Money as a Democratic Medium 2.0.
“We are delighted to announce Money as a Democratic Medium 2.0. The Conference will be held at two sites in order to maximize participation while minimizing carbon impacts: Cambridge, MA (Harvard Law School, June 15-17, 2023) and Hamburg, Germany (the Hamburg Institute for Social Research and THE NEW INSTITUTE, June 15-16, 2023). The Conference is open to all students of money, credit, and finance, the monetary system, and the modern economy, including members of the public. We will offer robust online access and we encourage distant participants to join us virtually.“
The full call is here. The deadline for submissions is February 1, 2023.