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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

Are corporations (and other business associations) political actors?  Of course.  Some of Marcia’s posts here on the BLPB have raised, for example, questions about the use of boycotts as firm political activity.  See, e.g., here.  Marcia also pointed out here that National Football League teams (typically owned by and operated through some form of business association) have been caught up in political activity surrounding the players-kneeling-during-the-national-anthem controversy.

The Vanderbilt Law Review has recently published an essay on the political corporation written by a Dream Team of sorts–two friends who are married to each other–at the University of South Carolina School of Law, Susan Kuo and Ben Means.  Susan teaches advocacy and dispute resolution courses (currently focusing on criminal law and procedure, conflicts, and social justice issues) and is the Associate Dean for Diversity and Inclusion.  Ben is likely known to many BLPB readers as a business law guy (with a special focus on small and family owned busnesses). He’s been a member of the executive committee for the Association of American Law Schools (AALS) Section on Business Associations and is past chair of the AALS Section on Agency, Partnership, LLCs, and Unincorporated Business Associations.  They bring their individual…

This post notifies/reminds everyone that the American Bar Association’s LLCs, Partnerships and Unincorporated Entities Committee will be hosting its annual LLC (that’s limited liability company, Josh!) Institute on October 11 and 12, 2018 in Washington, D.C.  The 2018 program is being held at the Westin Washington, D.C. City Center.  Registration can be accomplished here.

For those of you who have not been to this unique ABA program, to consists of a enticing, manageable, substantive programs.  The audience is very participatory; lots of questions are raised and comments are freely given.  Presenting in front of this group is pure joy, unless you have insufficient knowledge or are unprepared.  I try to put this into my fall schedule every few years.  I always learn something there.

This year’s agenda includes sessions on tax and choice of entity, recent tax law changes, beneficial ownership reporting, derivative actions, ethical compliance, and charging orders, as well as the two traditional annual favorites, the non-Delaware, Delaware, and bankruptcy case summaries offered by Baylor Law’s Beth Miller.  In addition to Beth, from the academic side of the aisle, Duke Law’s Deborah DeMott is participating in the session on derivative actions, and B.U. Law’s  Nancy Moore will be…

There is a “post 7 book covers of books you love, without comment” campaign sweeping Facebook, and I have been tagged.

I am breaking all the rules.

Below are 8 books, 9 if you count both of the books I read by Mohsin Hamid. I don’t love all the books below, but I did read them all this summer. I am not posting a picture of the covers (but I do provide links to the books), and I couldn’t help including a brief comment on each.

Again to Carthage – John Parker Jr. (Fiction, Novel). Sequel to Once a Runner and not nearly as good. The sequel is more focused on the primary character’s midlife crisis than his running.

Inside the Magic Kingdom – Tom Connellan. (Non-Fiction, Pop-Business). My mother-in-law was reading this for her job at the beach, and I ran out of reading material. Cheesy, pop-business book, but interesting for the way Disney’s C-level executives assist in picking up the trash at the parks, and the parties at the parks they held for the families of the construction crew members. Plus, the books was more interesting to me because we plan to go to Disney World as a…

On Tuesday, Elizabeth Warren penned an article in The Wall Street Journal entitled Companies Shouldn’t Be Accountable Only to Shareholders: My new bill would require corporations to answer to employees and other stakeholders as well.

The article announced and promoted her Accountable Capitalism Act. With Republicans in control of Congress and the White House, Warren’s bill almost certainly doesn’t stand a chance of passing in the short-term.

Yet, because the bill draws on benefit corporation governance, a main scholarly interest of mine, and because it may foreshadow moves by a Democrat-controlled Congress in the future, I decided to read the 28-page bill and report here briefly.

Portions of the bill summarized:

  • As has been widely reported, the bill only applies to companies with more than $1 billion in revenue.
  • The bill seeks to establish an “Office of United States Corporations” within the Department of Commerce, which will review, grant, and rescind charters for the large companies covered by the bill.
  • The bill takes language from benefit corporation law and requires that U.S. Corporations must have a purpose to serve a “general public benefit” – “a material positive impact on society resulting from the business and operations of

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Nebraska

Details on another excellent business law professor position are posted below.

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Entry-Level or Experienced Faculty Position

The UNIVERSITY OF NEBRASKA COLLEGE OF LAW invites applications for entry-level and lateral candidates for two tenure-track or tenured faculty positions.

Our primary areas of interest are Civil Procedure, Business Associations, and other business law courses, including, but not limited to, Corporate Finance, Securities Regulation, Corporate Governance, Non-Profit Organizations, and Transactional Drafting.

Other needs include courses related to

  • Health Care (g., Federal Regulation of Health Care Providers, Health Care Finance, Administrative Law, Medical Malpractice, Privacy Law, Law and Medicine, Public Health Law, Bioethics and the Law, and the Law of Provider and Patient);
  • Litigation Skills and Related Courses (g., Trial Advocacy, Civil Rights Litigation, Conflicts of Law, Remedies, Pretrial Litigation, and other litigation skills courses);
  • Criminal Law (g., Federal Criminal Law, White Collar Crime, Post­Conviction Remedies, and Criminal Sentencing);
  • Environmental Law (g., Environmental Law, Water Law, and Natural Resources Law);
  • Family Law; and
  • Election Law.

Minimum required qualifications include a J.D. Degree or equivalent, superior academic record, and a demonstrated interest in relevant substantive areas. The title of Assistant or Associate Professor will…

Earlier today, I received this call for submissions from the American Business Law Journal (“ABLJ”). I published with the ABLJ in 2017 and had a fabulous experience. The manuscripts are blind/peer-reviewed, something we need more of in the legal academy, in my opinion. I found the substantive comments to be of a much higher quality than one gets from a typical law review, and, unlike the practice of some peer-reviewed journals, the ABLJ published my manuscript in a timely manner. 

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The American Business Law Journal is seeking submissions of manuscripts that advance the scholarly literature by comprehensively exploring and analyzing legal and ethical issues affecting businesses within the United States or the world. Manuscripts analyzing international business law topics are welcome but must include a comprehensive comparative analysis, especially with U.S. law.

 As most of you know, the ABLJ is a triple-blind, peer-reviewed law journal published by the Academy. The ABLJ is available on Westlaw and Lexis, and ranks in the top 6% of all publications in the Washington & Lee Submissions and Ranking list by Impact Factor (2016) and in the top 1% of all peer-edited or refereed by Impact Factor (2016).  The Washington & Lee list ranks…

International law is usually not my thing (only in a few instances), but it’s definitely Larry Catá Backer’s thing.  He has a new article out that may be of interest. If it’s your thing, I recommend checking it out. He knows his stuff. 

“Theorizing regulatory governance within its ecology: the structure of management in an age of globalization,”  
Larry Catá Backer
Contemporary Politics 24(3):– (2018)

Abstract: This article examines regulatory governance (‘RG’) within its own ecology. It considers RG as an ideology of governance, as its own set of techniques to that end, and as a methodology andpsychology of the relations of regulatory organisms to one another and to their context. The object is first to chart the structures and modalities of this ecology, and second to understand the properties that makes RG both coherent (singularly as the method of regulating a field, as the framework for the use of RG techniques, and as an ideology of governance), and structural (as a means of structuring regulation as an exercise of ordering power. After a brief introduction, the article introduces the regulatory context through a close reading of the operation of global garment supply chains in  Bangladesh, examining

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My goodness. In a recent case, a Massachusetts court deals with issues related to Bling Entertainment, LLC, which is, as you would expect, a limited liability company.  It is NOT a partnership (as the court correctly notes), but …

Yiming alleges Bling Defendants—as “managers, controlling members, and fellow members of Bling”—owed a duty of utmost good faith and loyalty to Yiming that they breached through their actions of fraud, self-dealing, embezzlement, and mismanagement. D. 16 ¶¶ 70-71. “It is well settled that partners owe each other a fiduciary duty of the utmost good faith and loyalty.” Karter v. Pleasant View Gardens, Inc., No. 16-11080-RWZ, 2017 U.S. Dist. LEXIS 50462, at *13 (D. Mass. Mar. 31, 2017) (quoting Meehan v. Shaughnessy, 404 Mass. 419, 433 (1989)). Bling is not a partnership, however, but is rather a limited liability corporation. D. 16 ¶ 10.
YIMING WANG, Plaintiff, v. XINYI LIU, YUANLONG HUANG, ZHAONAN WANG, BLING ENTERTAINMENT, LLC, SHENGXI TINA TIAN & MT LAW, LLC, Defendants., No. 16-CV-12581, 2018 WL 1320704, at *6 (D. Mass. Mar. 13, 2018).
 
Negative. Well, the first part is right.  Bling is an LLC, not a partnership. But it is not a corporation.

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