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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

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.

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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…

Last May, I posted on a wonderful two-day event–a symposium hosted over Zoom by Brooklyn Law School celebrating the career of Professor Roberta Karmel.  As I noted then, I was honored to be invited to speak at the event. It was so inspiring.

I have just posted the essay that I presented at the symposium, “Federalized Corporate Governance: The Dream of William O. Douglas as Sarbanes-Oxley Turns 20” (recently published by the Brooklyn Journal of Corporate, Financial & Commercial Law), on SSRN.  It can be found here. 

The roadmap paragraph from the essay’s introduction offers a brief description of the essay’s contents.

This essay focuses on the federalization of U.S. corporate governance since Sarbanes-Oxley—and, more specifically, since Roberta’s article was published in 2005 [Realizing the Dream of William O. Douglas — The Securities and Exchange Commission Takes Charge of Corporate Governance, 30 DEL. J. CORP. L. 79 (2005)]—pulling forward key aspects of Roberta’s work in Realizing the Dream. To accomplish this purpose, the essay first briefly reviews the contours of Roberta’s article. It then offers observations on corporate governance in the wake of (among other things) the public offering reforms adopted by the U.S.

Further to my post from last Sunday, I received notice that Northwestern continues to accept applications for full-time lecturers for its Master of Science in Law program.  (The soft submission deadline was April 8.)  Preferred qualifications include a JD and 3-5 years of experience teaching or working in a field relevant to the MSL curriculum, such as a legal, business, entrepreneurship, or regulatory setting.  Applicants should submit a CV and a cover letter explaining interest in the position through Northwestern’s online application system at this link: https://facultyrecruiting.northwestern.edu/apply/MTQ2Mg%3D%3D. 

The NYU Pollack Center invites applications for a Wagner Fellowship for the 2022-2023 academic year.  Thanks to a generous grant of the Leonard Wagner Testamentary Trust, the Center for Law & Business offers a one-year graduate research fellowship to help develop future law academics with an interest in the social control of business institutions and the social responsibility of business.

Requirements:

Applicants must hold a JD or LLM degree and have practiced law for two years. Preference is given to applicants with a research interest in the legal regulation of business and ethics, and to those who have a degree from NYU School of Law. Fellows are expected to make a full-time commitment to their graduate research at the center. Involvement in Pollack Center research ventures is required.

How to Apply:

Applications must be received by May 16th 2022. Applicants must submit the following materials*:

  • Statement describing academic and research interests
  • Proposal for the research project during the fellowship year
  • Curriculum Vitae
  • Law school academic transcripts
  • A letter of recommendation
  • A writing sample, preferably a scholarly paper written in the past two years

*Not all materials are required for every applicant.  Please inquire regarding required materials.

More information is…

It’s been one week since I announced and started posting in this virtual symposium on the NextGen Bar Exam. Thanks to Josh, Ben, and John for joining me in commenting on the proposed content scope outline relating to Business Associations and Relationships.  You can find their posts here, here, and here, respectively. 

We have raised issues about terminology.  And there are a few areas that are lacking in clarity or specificity.  In addition, two important overarching points have emerged to date in our posts.  One is that it is important to indicate the source of the law being tested, since the default rules operative in various areas of LLC and corporate law are not the same in the dominant national statutory frameworks.  (I offer another example of how this may matter in the discussion of corporate director and officer fiduciary duties, below.)  The other is that the default rules in business associations law tell only part of the story.   Constitutional issues, authorized private ordering, and decisional law that both supplements and interprets state legislative enactments can all play roles.

In this post, I offer a few more points that illustrate or add to these observations.

Partnership Nomenclature…

The following symposium post comes to us from John Rice at Duquesne Law.

*     *     *

I’m pleased to add my voice among those commenting as part of this virtual symposium on the recently-released Content Scope Outline for the “Business Associations & Relationships” for the NextGen Bar Exam. Despite my general skepticism of the efficacy of any bar examination, I tend to view the draft outlines as an improvement above the current exam outline. I join with my colleagues Joan, Joshua, and Benjamin in stressing how imperative it is that the NCBE specify the specific sources of law from which these topics are drawn.

In terms of substance, I favor separating LLCs into their own category rather than merely being a sub-set of corporation law. Additionally, the business litigator in me feels compelled to note that the draft outline’s description of “Shareholder and member litigation: direct and derivative litigation” is underdeveloped. I want my students to recognize litigation as a form of shareholder control over the corporation and to evaluate the standing prerequisites and demand requirement. Likewise, I would prefer more attention be paid to the specific remedies available in business disputes, including declaratory judgment, injunctive relief, and…