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Benjamin P. Edwards

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Benjamin Edwards joined the faculty of the William S. Boyd School of Law in 2017. He researches and writes about business and securities law, corporate governance, arbitration, and consumer protection.

Prior to teaching, Professor Edwards practiced as a securities litigator in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP. At Skadden, he represented clients in complex civil litigation, including securities class actions arising out of the Madoff Ponzi scheme and litigation arising out of the 2008 financial crisis. Read More

I am excited to be promoting here an inventive and interesting paper, Total Return Meltdown: The Case for Treating Total Return Swaps as Disguised Secured Transactions, written by friend-of-the-BLPB Colin Marks (St. Mary’s School of Law).   The SSRN abstract follows.

Archegos Capital Management, at its height, had $20 billion in assets. But in the spring of 2021, in part through its use of total return swaps, Archegos sparked a $30 billion dollar sell-off that left many of the world’s largest banks footing the bill. Mitsubishi UFJ Group estimated a loss of $300 million; UBS, Switzerland’s biggest bank, lost $861 million; Morgan Stanley lost $911 million; Japan’s Nomura, lost $2.85 billion; but the biggest hit came to Credit Suisse Group AG which lost $5.5 billion. Archegos, itself lost $20 billion over two days. These losses were made possible due to the unique characteristics of total return swaps and Archegos’ formation as a family office, both of which permitted Archegos to skirt trading regulations and reporting requirements. Archegos essentially purchased beneficial ownership in large amounts of stocks, particularly ViacomCBS Inc. and Discovery Inc., on credit. Under Regulation T of the Federal Reserve Board, up to 50 percent of the purchase price…

This exciting news came to us earlier today from Emily Grant, Professor of Law and Co-Director, of the Institute for Law Teaching and Learning at Washburn University School of Law:

The Institute for Law Teaching and Learning is thrilled to be launching a new scholarly journal. The Journal of Law Teaching and Learning will publish scholarly articles about pedagogy and will provide authors with rigorous peer review. We hope to publish our first issue in Fall 2023.

If you have a scholarly article that might fit the needs of The Journal of Law Teaching and Learning, please consider submitting it directly to us via email at mcolatrella@pacific.edu or through the Scholastica platform.

Thanks for bringing this to our attention, Emily!  I know there is lots of good business law teaching going on out there that all can learn from.  I hope that some of you will consider sharing your teaching wisdom.

I am at a family reunion this weekend celebrating the joys of family.  We celebrate those that are here.  At the same time, we remember and honor those who are gone.  Some of those no longer with us have been lost in armed conflict or otherwise in service to their country–service to all of us.

Today, reflecting on all this, I have found it important to remind myself of the meaning of Memorial Day.  It always has had special meaning to/for me.  Yet, I was unfamiliar with the statute designating the national holiday.  When I read it, it was not what I expected (although I do not plan to offer a lawyerly or personal critique here).

(a) Designation.—

The last Monday in May is Memorial Day.

(b) Proclamation.—The President is requested to issue each year a proclamation—

(1) calling on the people of the United States to observe Memorial Day by praying, according to their individual religious faith, for permanent peace;
(2) designating a period of time on Memorial Day during which the people may unite in prayer for a permanent peace;
(3) calling on the people of the United States to unite in prayer at that time; and
(4)…

The edited (and annotated) transcript of my 2021 “Try This” session from the 7th Biennial Conference on the Teaching of Transactional Law and Skills (“Emerging from the Crisis: The Future of Transactional Law and Skills Education,” hosted virtually by Emory Law in the spring of 2021) was recently published.  Leadership for the Transactional Business Law Student, 23 Transactions: Tenn. J. Bus. L. 311 (2022), offers background and tips on teaching leadership to transactional business law students.  The substantive part of the SSRN abstract follows.

We do not always acknowledge this in legal education, but our students are learning to be leaders, because lawyers are leaders. That is as true of transactional business lawyers as it is of litigators, lawyers who hold political or regulatory appointments, lawyers engaged with compliance, and lawyers in general advisory practices. Yet, most law schools do little, if anything, to teach law students about leadership, or allow them to explore the contours and practices of lawyer leadership.

This edited transcript explains the importance of teaching leadership skills, traits, and processes to transactional business law students and offers insights on how instructors in a law school setting might engage in that kind of teaching…

Dear Section Members —

On behalf of the Executive Committee for the AALS section on Business Associations, I’m writing with details of our two sessions at the 2023 AALS Annual Meeting, which will be held in San Diego, CA from January 4-7, 2023.

First, our main program is entitled, “Corporate Governance in a Time of Global Uncertainty.” We anticipate selecting up to two papers from this call for papers. To submit, please submit an abstract or a draft of an unpublished paper to Professor Mira Ganor, mganor@law.utexas.edu, on or before Friday, August 19, 2022. Authors should include their name and contact information in their submission email but remove all identifying information from their submission. Please include the words “AALS – BA- Paper Submission” in the subject line of your submission email.

Second, we are excited to announce that we will again hold a “New Voices in Business Law” program, which will bring together junior and senior scholars in the field of business law for the purpose of providing junior scholars with feedback and guidance on their draft articles. Junior scholars who are interested in participating in the program should send a draft or summary of at least five…

In a recent article, I offer a description and critique of the utility of “formal relational contracts” when the going gets rough for businesses.  That article, The Potential Legal Value of Relational Contracts in a Time of Crisis or Uncertainty, 85 Law & Contemporary Probs. 131 (2022), was published as part of a symposium volume focusing on “Contract in Crisis” (co-edited by Temple Law’s Jonathan C. Lipson & Rachel Rebouché).  The table of contents for the entire volume can be found here.  The abstract for my article follows.

A co-authored October 2020 Harvard Business Review (“HBR”) article promotes the use of “formal relational contracts” as a means of obviating or limiting opportunistic behaviors by contracting parties, including parties contending with cataclysmic events or factors in or outside the business that place significant financial stress on the business and its relations with others. The HBR co-authors note that the uncertainties exposed by and emanating from the ongoing COVID-19 pandemic are formative to their proposition. They specifically focus their attention on supply contracts, although their ideas may have broader application. This article preliminarily inspects the claims made in that HBR article from the standpoint of U.S. legal doctrine…

The Southeastern Association of Law Schools is holding its annual conference in Sandestin, Florida from July 27 through August 3.  The current draft program is available here.  I hope a number of you are planning to come.

In addition to my usual co-moderation (with the inimitable John Anderson) of an insider trading discussion group at the conference, I am looking to moderate the following discussion group:

Elon Musk and the Law

Moderator: Joan Heminway, The University of Tennessee College of Law

Enigmatic entrepreneur Elon Musk has found himself—and his businesses and his family—in the crosshairs of law and regulation. The legal and regulatory issues span a wide range, including First Amendment questions, securities disclosure challenges, legal contests involving the name of his son born in 2020 (with the musician Grimes), and more. This discussion group aims to identify, classify, and analyze these legal and regulatory interactions and interpret their effects on law reform, regulatory entrepreneurship, legal and administrative process, business venturing, and other areas of inquiry. Comparisons to and contrasting views of other public figures and their legal and regulatory tangles may be explored in the process.

Email me if you are interested in participating.

Also, I wish…

image from lawyerwellbeing.net

It is again Well Being in Law Week!

Ways for individuals to engage with the week can be found here.  On that page, the organizers note that “[e]ach of the 5 days in Well-Being Week is focused on one dimension of overall well-being.” Today’s objective is alignment (spiritual wellbeing)–“Cultivating a sense of meaning and purpose in work and life. Aligning our work and lives with our values, goals, and interests.”  As we head into the spring semester exam season, try focusing in on yourself a bit more this week.  There is no time like the present!  Namaste, y’all.

Mainelaw_logo-e1447856548945

The University of Maine School of Law, in the coastal city of Portland, Maine, invites applications for a one- or two-semester position as a visiting professor during the 2022-2023 academic year. Specific curricular needs include Property, Real Estate Transactions, and Land Use. The visiting appointment may be at the Professor, Associate Professor, Assistant Professor, or Professor of Practice level. Salary will be commensurate with qualifications and experience. Members of minority groups, women, and others whose background would contribute to the
diversity of the Law School are encouraged to apply.

Required: Applicants must possess a J. D. degree or its equivalent, an excellent academic record, and a record or promise of successful teaching and student mentoring, including an ability and willingness to incorporate innovative teaching approaches into the curriculum.

Applications must be submitted to the University of Maine System Hire Touch portal at: https://maine.hiretouch.com/admin/jobs/show.cfm?jobID=75546. You will need to create an applicant profile, locate the Visiting Professor of Law position in Hire Touch, and complete an application. Please upload a cover letter which fully describes your qualifications and experiences with specific reference to the required and preferred qualifications, your resume or c.v., and contact information for three…

Position Number: 350124 / 20-256
Apply to: http://apply.interfolio.com/105805

Duquesne University School of Law, located in Pittsburgh, Pennsylvania, invites applications and nominations for a Visiting Assistant Professor of Law to teach during the 2022-2023 academic year. This position is a nine-month visiting position, beginning in the summer of 2022 with the possibility of one additional nine-month term. The successful candidate will be responsible for teaching three courses: one course during the fall semester and two courses the spring semester. The successful candidate will have ample time to focus on scholarship, be afforded to the Law School’s library and related resources, have no administrative or faculty committee duties.

DUTIES AND RESPONSIBILITIES:

Our curricular needs include: Business Associations, Property, Contracts, Emerging Technologies, Intellectual Property, Health Law, and related elective courses. Candidates must be available to teach in-person, although the public health situation may require occasional remote and/or hyflex teaching.

REQUIRED QUALIFICATIONS:

Juris Doctor from an ABA-accredited law school.

PREFERRED QUALIFICATIONS:

Experience teaching in legal education.

Evidence of significant practical experience in an area of curricular need.

Alternately, the successful candidate may possess any equivalent combination of experience and training, which provides the knowledge, skills and abilities required to perform the essential job…