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Colleen Baker

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PhD (Wharton) Professor Baker is an expert in banking and financial institutions law and regulation, with extensive knowledge of over-the-counter derivatives, clearing, the Dodd-Frank Act, and bankruptcy, in addition to being a mediator and arbitrator.

Previously, she spent time at the U. of Illinois Urbana-Champaign College of Business, the U. of Notre Dame Law School, and Villanova University Law School. She has consulted for the Federal Reserve Bank of Chicago, and for The Volcker Alliance.  Prior to academia, Professor Baker worked as a legal professional and as an information technology associate. She is a member of the State Bars of NY and TX. Read More

I’m finishing my second semester of teaching Legal Environment of Business, an introductory undergraduate business law course, asynchronously.  One of the challenges of an asynchronous course is creating a sense of community among students.  I’ve previously blogged about using negotiation exercises in my business law courses (here and here).  In this post, I want to share with readers how I’ve continued to use such materials in my asynchronous courses to promote experiential learning and to create a sense of community.

Canvas is the learning management system for my courses.  My asynchronous courses are organized into weekly modules.  Students can find all materials for a specific week (assigned readings, videos, assignments etc.) in that week’s module.  The feedback I’ve received indicates that students find this an easy to follow format.  So, for any week in which there is a negotiation exercise, the students’ role assignments, the negotiation materials, and the assignment itself will be posted in that week’s module.  For each exercise, I use Canvas groups to randomly organize students into negotiation teams.  Use of Canvas groups also facilitate students’ ability to contact each other, coordinate their negotiation, and complete their assignment.  I group students into a different…

Dear BLPB Readers:

Wharton Professors David Zaring and Peter Conti-Brown share that:

We’re delighted to host the annual Wharton Financial Regulation Conference this coming Friday, April 16, from 10 am to 5pm. All are welcome to come–we don’t expect record crowds, so we will use a Zoom room. Our keynote speaker will be Greg Ip from the Wall Street Journal. Attached is the program. Zoom link is here. Papers are here. 
 
We’re especially keen to see our junior colleagues–anyone pre-market or pre-tenure–and will ensure that their questions and participation receive priority, so please circulate to your own colleagues. 
 
I’m looking so forward to this event!!  Hope to “see” many of you there!  Here’s the agenda: Download Agenda-Wharton-Finreg-2021-April 13

Professor Christina Parajon Skinner recently posted her new article, Central Bank Activism (forthcoming, Duke Law Journal).  The topic couldn’t be more timely or important.  Here’s the abstract:

Today, the Federal Reserve is at a critical juncture in its evolution. Unlike any prior period in U.S. history, the Fed now faces increasing demands to expand its policy objectives to tackle a wide range of social and political problems—including climate change, income and racial inequality, and foreign and small business aid.

This Article develops a framework for recognizing, and identifying the problems with, “central bank activism.” It refers to central bank activism as situations in which immediate public policy problems push central banks to aggrandize their power beyond the text and purpose of their legal mandates, which Congress has established. To illustrate, the Article provides in-depth exploration of both contemporary and historic episodes of central bank activism, thus clarifying the indicia of central bank activism and drawing out the lessons that past episodes should teach us going forward.

The Article urges that, while activism may be expedient in the near term, there are long-term social costs. Activism undermines the legitimacy of central bank authority, erodes its political independence, and ultimately renders a…

This past Friday and Saturday, The Tobias Leadership Center at Indiana University, the Center for Legal Studies and Business Ethics at the Spears School of Business at Oklahoma State University, and the American Business Law Journal hosted the online symposium “Ethical Leadership and Legal Strategies for Post-2020 Organizations.”  I wanted to share with readers the program slides Download 2021-Symposium-Slides for “details of the interesting topics and diverse approaches that were taken to the symposium’s theme.” 

The American Business Law Journal anticipates publishing a special issue on the symposium’s theme.  I’ll be sure to keep readers posted!

I always learn a ton in reading Professor Julie Andersen Hill’s banking articles.  A TON!  Hence, I’m excited to see that she recently posted her new piece, Cannabis Banking: What Marijuana Can Learn from Hemp (forthcoming 2021, Boston University Law Review).  This is her second article on cannabis banking, the first being an excellent symposium piece, Banks, Marijuana, and Federalism.  As both houses of Congress have recently reintroduced the SAFE Banking Act, these articles couldn’t be more timely.  Here’s the abstract for Cannabis Banking:

Marijuana-related businesses have banking problems. Many banks explain that because marijuana is illegal under federal law, they will not serve the industry. Even when marijuana-related businesses can open bank accounts, they still have trouble accepting credit cards and getting loans. Some hope to fix marijuana’s banking problems with changes to federal law. Proposals range from broad reforms removing marijuana from the list of controlled substances to narrower legislation prohibiting banking regulators from punishing banks that serve the marijuana industry. But would these proposals solve marijuana’s banking problems?

In 2018, Congress legalized another variant of the Cannabis plant species—hemp. Prior to legalization, hemp-related businesses, like marijuana-related businesses, struggled with banking. Some hoped legalization would solve…

“I’m no civ-pro geek,” I confessed today at a research presentation by OU College of Law colleagues Professors Steven Gensler and Roger Michalski on their recent article, The Million Dollar Diversity Docket. But I also shared having been immediately intrigued by their paper after reading its abstract.  And I am even more so now after today’s presentation.  Diversity of citizenship jurisdiction is, of course, a tremendously important subject for both business lawyers and business litigation. So, even if like me, civil procedure generally isn’t your thing, check out their fascinating project!  Here’s the article’s Abstract: 

What would happen if Congress raised the jurisdictional amount in the diversity jurisdiction statute? Given that it has been almost 25 years since the last increase, we are probably overdue for another one. But to what amount? And with what effect? What would happen if Congress raised the jurisdictional amount from the current $75,000 to $250,000 or, say, $1 million?

Using a novel hand-coded data set of pleadings in 2900 cases, we show that the jurisdictional amount is not a neutral throttle. Instead, different areas of law, different parts of the country, and different litigants are more affected by changes in the jurisdictional amount…

I recently had the good fortune to hear Professor Jonathan R. Macey speak about his insightful and timely new article, Fair Credit Markets: Using Household Balance Sheets to Promote Consumer Welfare (forthcoming, Texas Law Review).  I wanted to highlight it to readers and share the Abstract:

Access to credit can provide a path out of poverty. Improvidently granted, however, credit also can lead to financial ruin for the borrower. Strangely, the various regulatory approaches to consumer lending do not effectively distinguish between these two effects of the lending process. This Article develops a framework, based on the household balance sheet, that distinguishes between lending that is welfare enhancing for the borrower and lending that is potentially (indeed likely) ruinous, and argues that the two types of lending should be regulated in vastly different ways.

From a balance sheet perspective, various kinds of personal loans impact borrowers in vastly different ways. Specifically, there is a difference among loans based on whether the loan proceeds are being used: (a) to make an investment (where the borrower hopes to earn a spread between the cost of the borrowing and the returns on the investment); (b) to fund capital expenditures (homes, cars…

Truth be told, I don’t know a whole lot about SPACs.  HOWEVER, I’ve been encountering this topic frequently these days, whether I’m following clearing and settlement news such as Ex-Cosmo editor teams up with ice hockey owner in Spac deal or doing my daily glance at the FT and reading about Why London should resist the Spac craze.  Wanting to be more in the know, I’ve just added Michael Klausner, Michael Ohlrogge & Emily Ruan’s “A Sober Look at SPACs” to my reading list.  Here’s the abstract:

A Special Purpose Acquisition Company (“SPAC”) is a publicly listed firm with a two-year lifespan during which it is expected to find a private company with which to merge and thereby bring public. SPACs have been touted as a cheaper way to go public than an IPO. This paper analyzes the structure of SPACs and the costs built into their structure. We find that costs built into the SPAC structure are subtle, opaque, and far higher than has been previously recognized. Although SPACs raise $10 per share from investors in their IPOs, by the time the median SPAC merges with a target, it holds just $6.67 in cash for each…

In August 2020, Citibank, as administrative agent for a syndicated loan to Revlon, Inc., accidently wired nearly $900 million to lenders.  It had intended to send a $7.8 million interest payment.  Some of the lenders refused to return the money.  Not surprisingly, Citibank was not happy about this.  Yesterday, U.S. District Judge Jesse M. Furman issued a ruling denying Citibank’s attempt to recoup the funds.  As it turns out, under NY law, keeping money wired by mistake generally amounts to conversion or unjust enrichment. However, under the discharge-for-value defense, “The recipient is allowed to keep the funds if they discharge a valid debt, the recipient made no misrepresentations to induce the payment, and the recipient did not have notice of the mistake.”  

Here’s coverage of the ruling in the NY Times, WSJ, and Reuters.

Co-blogger Joan Heminway predicted that GameStop Will Be 2021’s Great Gift To Business Law Professors.  Totally agree.  I think it’s also a great gift to those of us who research financial market infrastructure, particularly clearing and settlement.  This episode has highlighted the importance of clearinghouses.  In the past, I’ve written several posts on clearinghouses (for example, here, here, here).  In preparing to speak on this topic during the UT Law roundtable last week, I came across several great articles about the role of clearinghouses and margin calls in the Robinhood/GameStop story.  I share a few of these below with readers. 

Keep in mind that the DTCC’s clearinghouse, the National Securities Clearing Corporation (NSCC), was designated in 2012 by the Financial Oversight Stability Council (FSOC) as one of eight designated financial market utilities under Dodd-Frank’s Title VIII.  These designated FMUs are single points of failure in financial markets.  I’ve written extensively about Title VIII, beginning with The Federal Reserve as Last Resort.

Jeff John Robert’s Fortune article:  The real story behind Robinhood’s decision to restrict GameStop trading – and that 4 a.m. call to put up $3 billion.

Telis Demos’ WSJ article: Why…