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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 cannot resist sharing with you today a proud moment that I had last week.  One of the 3L students that I mentor wrote a blog post that our Leading as Lawyers blog published. I could not be more proud.

I had been encouraging this student–a young woman I deeply admire–to write a post for us for a number of months.  She wasn’t sure.  But I kept telling her that she had such compelling stories to tell.  Nevertheless, she remained unsure until recently that anything she would write could speak in a powerful enough way about leadership.

More recently, the pieces of her professional development puzzle have started to fall into place.  As a result she could see it–she found her voice; she knew what she had to say.  The result of her labors can be found here.  The title alone is enough to make a business law prof proud: The Unlikely Avenue from Hopeful Environmental Litigator to Inspired Transactional Lawyer.  You can click on the link and read the post in its entirety.  But here is the bottom line:

When I came to law school, I was so scared of “selling out.” I thought that transactional law…

I begin teaching again on Wednesday.  The past few weeks have been occupied with course preparation as well as catching up on editing, writing, and other tasks abandoned during a month+ focused on the grading period, attentiveness to  a downturn in my dad’s health, Christmas, a nasty cold, and intensive physical therapy.  As I have focused on the spring semester, I continue to be concerned about helping to teach my students critical and intensive thinking, in and outside legal reasoning.  On this day honoring the life and many legacies of Dr. Martin Luther King Jr., I am inspired in my work by this passage from his writing–specifically, Chapter 1 of Strength to Love (1963; Pocket Book ed. 1964):

 . . . The tough mind is sharp and penetrating, breaking through the crust of legends and myths and sifting the true from the false. The tough-minded individual is astute and discerning. He has a strong austere quality that makes for firmness of purpose and solidness of commitment.

Who doubts that this toughness is one of man’s greatest needs? Rarely do we find men who willingly engage in hard, solid thinking. There is an almost universal quest for easy answers and…

Will Moon recently posted an article forthcoming in the Duke Law Journal to SSRN.  It’s a fascinating, accessible read and thoughtfully explores privacy as a functional feature of modern business entities.  Many states, Nevada included, allow the principal of a business entity to conduct business without ever disclosing the principal’s identity.  Most discussions about using business entities to cloak individual identity focus on how the wealthy and powerful use privacy to avoid accountability and evade responsibility.  Yet not enough attention has been paid to the other side of the coin, how privacy enables economic activity for persons with stigmatized identities or in areas where violent retaliation against a business’s disclosed principals may functionally force it to close.

A few years ago, Ann McGinley and I wrote about how some entrepreneurs will trot out persons with favored identities to access capital.  Because white men tend to raise more money, some entrepreneurs will strategically affiliate with white men to raise capital.  A proposal to create an agency for these purposes recently circulated online:

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Yesterday evening, the 2022 Association of American Law Schools Annual Meeting concluded.  Hosted on a platform using Zoom, the conference spanned five days.  It was a meeting filled with super papers and discussion, many worthy honorees, and a little bot of networking and fellowship (not as satisfactory over Zoom, of course).

I was invited by BLPB co-blogger John Anderson and Martin Edwards to be part of an exciting discussion group: A Very Online Economy: Meme Trading, Bitcoin, and the Crisis of Trust and Value(s) – How Should the Law Respond?  [Editor’s note: a hypertext link to John’s earlier blog post was added post publication.]  Participants were asked to write short papers on the topic and share their theses during the session at the meeting. Initially, I planned to write on something involving substantive doctrinal law stemming from the meme stock phenomenon or my work in crowdfunding, blockchains, or insider trading.  But the more I thought about it (and the topic), and with the conference’s programs honoring the life and legacy of Deborah Rhode in the foreground of my mind, the more I became convinced that I wanted to write/speak about lawyer leadership in this area at this time.

The…

Perhaps you missed these interesting programs–with super speakers–among all the amazing business associations, securities regulation, business transactions, etc. sessions!  I know I did and was glad a friend highlighted them for my attention.

Wednesday, January 5, 2022, 12:35 PM to 1:50 PM
Climate Finance and Banking Regulation: Beyond Disclosure?
Financial Institutions and Consumer Financial Services

U.S. banking regulation has been slower than other forms of financial regulation (and slower than in Europe) to address climate-related financial risks. This panel explores the role of banking regulation in addressing the physical and transition risks from climate change. Possible measures include: mandatory climate risk disclosures by banks; supervisory assessments of climate-related financial risk; capital and liquidity regulation; scenario tests; determination of the appropriate role of banks in mitigating climate risk; financial stability oversight of climate risk; and action (through the Community Reinvestment Act and otherwise) to deter harms to disadvantaged communities and communities of color from climate change.

    • Patricia A. McCoy, Boston College Law School, Moderator
    • Christina Skinner, Wharton School of the University of Pennsylvania, Speaker
    • Graham Steele, Stanford Graduate School of Business, Speaker
    • Hilary J. Allen, American University, Washington College of Law, Speaker
    • Nakita Cuttino, Georgetown University Law Center, Speaker from a

…

Yes, like many, I was saddened by the loss of TV personality Betty White on New Year’s Eve at the age of 99–just a few weeks shy of her 100th birthday.  I have been fascinated by the many tributes and, indeed, tuned in for the SNL reprise of her Mother’s Day host night (from eleven years ago!) on Saturday night.  Why are so many of us intrigued by this near centenarian whom we have never met in person?  I have mulled this as I complete the calculation of my fall semester grades, ready myself for presentations, commentary, and attendance at the 2022 AALS conference (which starts later this week), and prepare to start teaching for the spring semester.

My colleague and friend Stuart Brotman gets a lot of it right, imv, in this short post.  I invite you to read it.  Stuart is a lawyer embedded in our School of Journalism and Electronic Media (part of the College of Communication and Information) and on the Advisory Board for our Institute for Professional Leadership.  Here’s what I have culled from Stuart’s piece and other articles I have read (and from just watching Betty “do her thing”) over the past…

As the Interim Director of UT Law’s Institute for Professional Leadership (IPL), I have the privilege of working with a student fellow. Both last year’s fellow (chosen by the founder and Director of the IPL) and this year’s fellow (selected by me) have been advanced business law students. I have had the pleasure of getting to know both well, inside and outside the classroom. 

Our Hardwick Fellows have a number of roles in the IPL. They often involve collaborative tasks. One of the most fun components is our work co-editing guest posts for the IPL’s Leading as Lawyers blog. We read and revise posts authored by students, alumni, faculty, staff, and sometimes others. We endeavor to publish a post about every two or three weeks. Click on the “follow” button on our WordPress home page to receive email notices of new posts.

The IPL’s 2021-22 Hardwick Fellow is Stefan Kostas. As we sat down to do some semester-end planning, we somehow came to the idea of co-creating a holiday season post–a dialogue capturing some of our relevant reflections. We conducted the “conversation” by e-mail and then edited it. The end result is a post entitled: “Leadership Musings, Goal-Setting, and…

Following up on my December 6 post, I include below an update from AALS Section on Business Associations Chair (and friend-of-the-BLPB) Jessica Erickson relating to the upcoming AALS annual meeting elections for the Section on Business Associations.  I am impressed by the slate and know our section leadership will remain in capable hands!  I hope to see many of you on Zoom at one or more of the section programs, including the main program (described in my December 6 post) at which the voting for next year’s leadership will take place.  

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Dear members of the AALS Business Associations Section:

I am emailing to update you on the proposed slate for the AALS Business Associations Section’s Executive Committee. We have a great list of people who will be joining the section’s leadership. I am rotating off as chair at the end of the annual meeting, and Jim Park (our chair-elect) will automatically become the new chair. Mira Ganor has agreed to serve as next year’s chair-elect. Thanks to both Jim and Mira for their service to our section!

We also have three members rotating off the Executive Committee – Matt Jennejohn, Dana Brakman Reiser, and Andrew Verstein. We…

I spent a bunch of the day today reading an excellent draft paper written by one of my 3L students.  The paper is about fraud carveouts in no seller indemnity deals backed by representations and warranties insurance.  But this post is not about that.  It is about a question I asked the student (and myself) in connection with my review of the paper about how to classify or label certain provisions she was describing.

The standard structure of an M&A agreement includes articles clearly labeled as including representations and warranties, covenants, and conditions.  However, other articles are not as transparent in advertising their contents.  An article entitled “Indemnification” typically does include an express agreement (sometimes mutual agreements) to indemnify that would easily be classified as a covenant.  But that article also may include an exclusive remedy provision, restricting recourse for a breach of representation or warranty to the indemnification.  An example would be as follows (courtesy of Law Insider):

Sole and Exclusive Remedy. From and after the Closing, the indemnification provisions of this Article XII shall be the sole and exclusive remedy of each Party (including the Seller Indemnified Parties and the Purchaser Indemnified Parties) (i) for…

From friend-of-the-BLPB Megan Shaner:

  • The Transactional Law & Skills Section main program, “Transactional Lawyering at the Intersection of Business and Societal Well-Being,” will be held Friday, January 7th at 11am-12:15 EST.

    Description:

    * Presenters from Call for Papers:

    Michael Blasie, Penn State Dickinson Law, “The Rise of Plain Language Laws”
    George Georgiev, Emory University School of Law, “The Law and Economics of Materiality”

    * Moderator: Eric Chaffee, University of Toledo College of Law

    * Invited Speakers
    Praveen Kosuri, University of Pennsylvania Carey Law School

    Amelia Miazad, UC Berkeley School of Law

    Jennie Morawetz, Kirkland & Ellis (strategy and operations partner for Kirkland’s ESG and Impact practice)

    Faith Stevelman, New York Law School

    *Moderator: Megan Shaner, University of Oklahoma College of Law

  • At the end of the program we will hold a brief business meeting to elect the membership of next year’s executive committee. If you would like to nominate yourself or another member, please email me at mshaner@ou.edu by December 13, 2020.