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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

For the past two days, I had the privilege of attending a leadership conference hosted by UT Law’s Institute for Professional Leadership.  I admit to being pretty passionate about leadership literature, training, and cultivation.  Some of that zeal no doubt comes from working with and studying the scholarship of business management.  However, I also have participated in two academic leadership training programs over the past ten years, the Higher Education Resources Service’s HERS Institute and the Southeastern Athletics Conference’s Academic Leadership Development Program.  Both were true eye-openers for me at a time when I was poised to assume a leadership role as our campus faculty senate president.

The conference this week was on developing leadership in lawyers.  It is part of a series of conferences/symposia that a group of law faculty interested in this topic have been convening for a number of years now.  Articles emanating from prior event proceedings are published here and here.   The authors of many of the articles in those law review books have also authored stand-alone books and other works on leadership in the legal profession published elsewhere.

This week’s conference treatments of the topic spanned a wide range, addressing (for instance) the…

Dedicated BLPB readers may recall that I offered advice to job seekers in a series of posts a few (now almost three) years ago.  The most recent in that series (which links to the prior posts as well as an earlier post written by BLPB co-editor Haskell Murray) related to “networking cover letters”–communications designed to get you a meeting (or at least start a productive conversation) with someone who may be able to help you progress in your professional development.  That post can be found here.

A few weeks back, a friend sent me a link to this article in The New York Times.  The link was accompanied by a query: “For students?”  My response: “Yes!  For students!”

The authors of the article see many things that I also saw as successes and perils in these kinds of communications.  For example, taking my four points from that 2016 post in turn, set forth below are a few related things that the more recent article affirms.

  • Respect your reader’s time:  “[I]t can be difficult or even unrealistic for a busy professional to coordinate bespoke consultation appointments for everyone who asks.”
  • Sell your strengths:  “[I]mmediately highlight any commonalities and unique

…

Yoga(Me-WII)

Colleen’s post yesterday–and more specifically the last interview questions she asked (“[H]ow can power yoga be particularly helpful for professors or students?“)–inspired me to write about some work that I have recently done in studying the benefits of mindfulness to lawyers and in lawyering, and more specifically in business lawyering.  Colleen’s entrepreneur yogi noted the obvious benefits of power yoga to physical health.  But she also noted what she termed “clarity of mind.”  More specifically, she said: “I practice yoga to allow time away from devices and work emails, which in turn creates some distance to clear my mind and create clarity in how I want to interact with my environment.”

I do, too.  And I have noticed that it makes a difference in the way I interact with people.  I am not alone.

I recently was challenged by my friends at the Tennessee Bar Association to present an hour of continuing legal education on mindfulness, reflecting on some of what I learned in my yoga instructor training last year and linking it to law practice.  Three of the eight limbs of yoga–asana (poses), pranayama (breath control), and dhyana (object-focused meditation)–are traditional mindfulness practices that I studied in that…

Earlier today, Senator Cancela introduced Senate Bill 304 in Nevada.  Although the bill’s text is not yet available on the website, the digest reveals that the legislation will explicitly authorize fee-shifting provisions under Nevada corporate law.  (Update–the text of the draft legislation is now available.)

The digest indicates that it will also do a few other interesting things if it passes:

  • Preserve and transfer any internal corporate claims to a Nevada corporation acquiring some other entity;
  • Authorize the application of fee-shifting provisions to claims arising from a prior entity (so long as the transaction was approved by a majority of disinterested stockholders);
  • Prohibit any provision that would forbid a shareholder from suing in Nevada courts;
  • Authorize Nevada-specific forum-selection provisions;
  • Authorize the Nevada Secretary of State to issue rules allowing lawyers to indemnify stockholders for any possible fee-shifting;
  • Provide that Nevada will have personal jurisdiction over any shareholder that sues outside of Nevada; and
  • Require the Secretary of State to study fee-shifting’s impact on the business environment and report back to the legislature in three years.

Despite the problems with shareholder litigation, Delaware opted to ban fee-shifting right as a mass of public companies began to adopt it. This, of course…

This “just in” from BLPB friends Beate Sjåfjell and Afra Afsharipour:

We are thrilled to co-organise a workshop at UC Davis School of Law on 26 April 2019, with the aim of facilitating an in-depth comparative analysis of the relationship between takeovers and value creation.

We invite submissions on themes concerning takeovers and value creation from any jurisdiction around the world as well as comparative contributions. Themes include but are not limited to:

What are the implications of a takeover on sustainability efforts?

What is the scope for using sustainability arguments as a defense by the target board in a takeover?

What should be the role of the bidder board?

What are the implications of large M&A transactions for building/growing a culture of sustainability at a firm?

Is there a distinct difference between planned mergers and uninvited takeovers?

How could takeovers be regulated to promote sustainable value creation?

We especially encourage female scholars and scholars from diverse backgrounds to submit abstracts. Participation at the workshop will be limited to the presenters, to facilitate in-depth discussions. Deadline for submission of abstracts: 27 March 2019!

Please feel free to send this call for papers on to colleagues who may be…

Received today from BLPB friends Beate Sjåfjell and María Jesús Muñoz Torres:

Happy International Women’s Day! We celebrate this day by issuing the call for papers for the 5th international workshop of Daughters of Themis: International Network of Female Business Scholars. The theme is Finance for Sustainability; a highly topical theme! The deadline is 26 March, and we hope that the brief window of opportunity will be large enough for all interested to respond.

We appreciate if you would circulate this call to any interested colleagues identifying as female business scholars, including junior scholars (PhD candidates) as well as colleagues in lower-income countries. Please note that we this year do have some, very limited, funds available so that we can contribute to the funding for one or two participants based on financial hardship.

For those unfamiliar with Daughters of Themis: our annual workshop is the heart of our network, and you can read more here, reporting back from our three last workshops here: 2018, 2017 and 2016.

Please feel free to contact Beate or María Jesús with any questions you might have.

Unfortunately, this workshop overlaps a bit with the Grunin Center’s annual conference (which focuses in…

Da Lin recently posted Beyond Beholden, a paper tackling a new issue in director independence.  Although most corporate law focuses on whether there is a stick a controlling shareholder can use to punish directors if they fail to follow orders, Lin looked to see if she could see any carrots a controlling shareholder could use to lead a director around.  This bit from the article captures it nicely:

Corporate governance scholarship focuses extensively on the incentives generated by the controlling shareholder’s ability to retaliate against insubordinate directors. What the literature overlooks, however, is that directors may also be influenced by the prospect of reward. What happens when the controlling shareholder is not angered but instead pleased?

The result, it turns out, is often new opportunities or future benefits from the controlling shareholder to the favored directors. Controlling shareholders can direct their resources or those owned by the controlled company in ways that reward friends.

Lin’s article looks at how controlling shareholders may reward ostensibly independent directors by appointing them to other lucrative board positions under their control.  A director who approves a sale of the company may soon find herself out of a six-figure job when the company gets…

The Harvard Law School Program on Corporate Governance invites applications for Post-Graduate Academic Fellows in the areas of corporate governance and law & finance. Qualified candidates who are interested in working with the Program as Post-Graduate Academic Fellows may apply at any time and the start date is flexible.

Candidates should be interested in spending two to three years at Harvard Law School (longer periods may be possible). Candidates should have a J.D., LL.M., or S.J.D. from a U.S. law school, or a Ph.D. in economics, finance, or related areas by the time they commence their fellowship. Candidates still pursuing an S.J.D. or Ph.D. are eligible so long as they will have completed their program’s coursework requirements by the time they start. During the term of their appointment, Post-Graduate Academic Fellows work on research and corporate governance activities of the Program, depending on their skills, interests, and Program needs. Fellows may also work on their own research and publishing in preparation for a career in academia or policy research. Former Fellows of the Program now teach in leading law schools in the U.S. and abroad.

Interested candidates should submit a CV, transcripts, writing sample, list of references, and cover letter…

Rory Van Loo (@RoryVanLoo) recently posted a new article exploring how automated personal assistants increasingly influence consumer purchasing decisions.  As these digital intermediaries play an ever-larger role, we need to think more about how protecting consumers requires protecting these digital intermediaries.  He opens with an example showing how a digital assistant may soon be able to efficiently shift consumer purchasing:

Siri. As part of my regular monitoring of your spending, I have located an opportunity to save money on your phone bill and on your grocery bill each month. Would you like to hear more?

Consumer. Tell me about the phone bill.

Siri. Based on your monthly data usage and the performance of the networks where you spend most of your time, you can receive comparable service through Sprint at $140 less per year. Let me know if you want to hear more. Or, if you would like me to switch your account, place your thumbprint on the phone.

Although some might fear the arrival and widespread adoption of this technology, I’d be thrilled.  Sure, I could puzzle through Project Fi, Sprint, and Verizon to find the optimal deal, but my time has real value and I cannot…

We have big news in the regulation of investment advice space.  Nevada just released its proposed regulations under the state’s fiduciary duty statute.  Comments are due on March 1, 2019.  I broke the draft regulations down on Twitter when they came out and highlighted a few provisions:

Nevada’s draft regulations differ from the SEC draft in significant ways.  The draft Nevada regulations are substantially shorter coming in at eight pages against over a thousand pages from the SEC.  They also catch more misconduct.  Consider the SEC’s proposed title restrictions.  Although the SEC recognized that brokers calling themselves advisors/advisers has a tendency to mislead, the SEC only specifically targeted a few titles.  The Nevada regulations go broader:

…