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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

The following posting looks like an incredible opportunity to take a year to work with the Air Force cadets in Colorado Springs and maybe even check out the Olympic Training Center.  

Visiting Faculty Position:  Business Law

The Department of Law at the U.S. Air Force Academy in Colorado Springs, Colorado, offers an undergraduate Legal Studies Program.  We seek a career employee at an American graduate or undergraduate institution or government agency to fill a 10.5 month position as a visiting faculty member to teach, among other things, an undergraduate Business Law course.  This visiting position will be from July 2018 to May 2019. 

In addition to being a fulltime career employee at an academic institution or federal agency, applicants must have a J.D. degree from an accredited law school and at least five years fulltime teaching experience.  Preference will be given to experience teaching Business Law and related courses as well as on-going scholarship and practice-related activities.  Visiting Faculty responsibilities in addition to teaching include development, review, and assessment of related learning outcomes, courses and programs, and engagement with students and faculty.  The successful applicant may also teach the core (required) course, Law for Air Force Officers, a survey…

Earlier this week, Professor Bainbridge posted California court completely bollixes up business law nomenclature, discussing Keith Paul Bishop’s post on Curci Investments, LLC v. Baldwin, Cal. Ct. App. Case No. G052764 (Aug. 10, 2017).  The good professor, noting (with approval) what he calls my possibly “Ahabian” obsession with courts and their LLC references, says that “misusing terminology leads to misapplied doctrine.”  Darn right.

To illustrate his point, let’s discuss a 2016 Colorado case that manages to highlight how both Colorado and Utah have it wrong. As is so often the case, the decision turns on incorrectly merging doctrine from one entity type (the corporation) into another (the LLC) without acknowledging or explaining why that makes sense.  To the court’s credit, they got the choice of law right, applying the internal affairs doctrine to use Utah law for veil piercing a Utah LLC, even though the case was in a Colorado court. 

After correctly deciding to use Utah law, the court then went down a doctrinally weak path.  Here we go:

Marquis is a Utah LLC. (ECF No. 1 ¶ 7.) Utah courts apply traditional corporate veil-piercing principles to LLCs. See, e.g., Lodges at Bear Hollow Condo. Homeowners Ass’n, Inc.

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Call for Papers (DEADLINE: August 24, 2017)

AALS Section on Business Associations

Institutional Investors and Corporate Governance

AALS Annual Meeting, January 5, 2018

The AALS Section on Business Associations is pleased to announce a Call for Papers for a joint program to be held on Friday, January 5, 2018 at the 2018 AALS Annual Meeting in San Diego, California.  The topic of the program is “Institutional Investors and Corporate Governance.”

In thinking through the difficulty of agency costs within the public corporation, corporate law academics have turned repeatedly to institutional investors as a potential solution.  The agglomeration of shares within a large investing firm, together with ongoing cooperation amongst a large set of such investors, could overcome the rational apathy the average shareholder has towards participation in corporate governance.  Alternatively, activist investors could exert specific pressure on isolated companies that have been singled out—like the weakest animals in the herd—for extended scrutiny and pressure.  In these examples, the institutionalization of investing offers a counterbalance to the power of management and arguably provides a systematized way of reorienting corporate governance.  These institutional-investor archetypes have, in fact, come to life since the 1970s and have disrupted the stereotype of the passive investor.  But…

TaxProf Blog has been passing along the news of law schools choosing to allow applicants to substitute the GRE in place of the LSAT. The most recent post: Georgetown Is Fourth Law School To Accept GRE For Admissions, Finds It Is Just As Accurate As LSAT In Predicting 1L Grades; LSAC Disagrees, Says ‘The Rest Of The Top 14 Will Go Like Lemmings Off The Cliff’.

As to the substance of the matter, I don’t feel too strongly.  It is my suspicion that combining grade point average with any standardized test (including GMAT and MCAT, along with GRE and LSAT) would do a reasonably good job of predicting success in law school. Sure, the MCAT  would likely be less on target, but probably not that much, especially when we’re talking about highly selective schools like Georgetown and Northwestern.  

The value of competition in the testing marketplace does seem valuable to me in a few ways..  For one thing, the LSAT is still administered like it is 1989 (as Christine Hurt noted a while back). There would be value in making the LSAT more accessible, and it is is at least plausible that the highly limited access to the…

My colleague, Joan Heminway, yesterday posted Democratic Norms and the Corporation: The Core Notion of Accountability. She raises some interesting points (as usual), and she argues: “In my view, more work can be done in corporate legal scholarship to push on the importance of accountability as a corporate norm and explore further analogies between political accountability and corporate accountability.”

I have not done a lot of reading in this area, but I am inclined to agree that it seems like an area that warrants more discussion and research.  The post opens with some thought-provoking writing by Daniel Greenwood, including this:  

Most fundamentally, corporate law and our major business corporations treat the people most analogous to the governed, those most concerned with corporate decisions, as mere helots. Employees in the American corporate law system have no political rights at all—not only no vote, but not even virtual representation in the boardroom legislature.
Joan correctly observes, “Whether you agree with Daniel or not on the substance, his views are transparent and his belief and energy are palpable.” Although I admit I have not spent a lot of time with his writing, but my initial take is that I do not

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I am speaking at a plenary session tomorrow during the the Energy Impacts Symposium at the Nationwide & Ohio Farm Bureau 4-H Conference Center in Columbus, Ohio. The program is exciting, and I look forward to being a part of it.  The program is described as follows: 

Energy Impacts 2017 is a energy research conference and workshop, organized by a 9-member interdisciplinary steering committee, focused on synthesis, comparison, and innovation among established and emerging energy impacts scholars from North America and abroad. We invite participation from sociologists, geographers, political scientists, economists, anthropologists, practitioners, and other interested parties whose work addresses impacts of new energy development for host communities and landscapes.

The pace, scale, and intensity of new energy development around the world demands credible and informed research about potential impacts to human communities that host energy developments. From new electrical transmission lines needed for a growing renewable energy sector to hydraulically fracturing shale for oil and gas, energy development can have broad and diverse impacts on the communities where it occurs. While a fast-growing cadre of researchers has emerged to produce important new research on the social, economic, and behavioral impacts from large-scale energy development for host communities and landscapes, their discoveries

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The more I read about social enterprise entities, the less I like about them.  In 2014, my colleague Elaine Wilson and I wrote March of the Benefit Corporation: So Why Bother? Isn’t the Business Judgment Rule Alive and Well?  We observed:

Regardless of jurisdiction, there may be value in having an entity that plainly states the entity’s benefit purpose, but in most instances, it does not seem necessary (and is perhaps even redundant). Furthermore, the existence of the benefit corporation opens the door to further scrutiny of the decisions of corporate directors who take into account public benefit as part of their business planning, which erodes director primacy, which limits director options, which can, ultimately, harm businesses by stifling innovation and creativity.  In other words, this raises the question: does the existence of the benefit corporation as an alternative entity mean that traditional business corporations will be held to an even stricter, profit-maximization standard?

I am more firmly convinced this is the path we are on.  The emergence of social enterprise enabling statutes and the demise of director primacy threaten to greatly, and gravely, limit the scope of business decisions directors can make for traditional for-profit entities, threatening both…

I received this morning an announcement for the Central States Law Schools Association (CSLSA) 2017 Scholarship Conference, and I wanted to pass it along.  When I started teaching, I participated in this CSLSA conference, and I found it to be incredibly useful. It was helpful both in sharing my work in a supportive, yet rigorous, setting, and it also allowed me to meet some great people. I think the program is useful people at all levels, but I would especially encourage newer scholars to participate.  Get to know people at other schools and get used to sharing your work.  A good scholarly community outside of your law school is a valuable asset.  
 
Registration is Open for the CSLSA 2017 Conference
 
Registration is now open for the Central States Law Schools Association 2017 Scholarship Conference, which will be held on Friday, October 6 and Saturday, October 7 at Southern Illinois University School of Law in Carbondale, Illinois. We invite law faculty from across the country to submit proposals to present papers or works in progress.

CSLSA is an organization of law schools dedicated to providing a forum for conversation and collaboration among law school academics. The CSLSA Annual Conference is an opportunity

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With a Fourth of July post, I was inclined to write something patriotic and connected with our great nation and to law schools generally. As an unabashed and unapologetic fan of the Hamilton: An American Musical, a couple of analogies from this brilliant production seemed appropriate to convey my thoughts on law school and leaving a legacy.  

First, I think most of us who are fortunate enough to serve as law professors recognize the great gift we have to pursue our passion and to be part of educating the next generation of people who understand the rule of law and have the skills to protect the rights of individuals and groups. This is especially needed for those who are marginalized or under represented and thus less likely to be able to enforce their rights without the help of our legal system.  This is an incredible legacy in America, set in motion by some our nation’s founders.  

Like John Adams defending British soldiers and Alexander Hamilton defending Loyalists after the war, lawyers (and law professors) do not need to compromise their own views to embrace the ideals they seek to uphold. We can vigorously maintain our personal views…

Reuters reports that minor league baseball players lost a claim for artificially low” wages.  The court found, appropriately: “The employment contracts of minor league players relate to the business of providing public baseball games for profit between clubs of professional baseball players.”

Samuel Kornhauser, the player’s lawyer plan to ask the 9th Circuit to reconsider (probably en banc) or appeal to the U.S. Supreme Court. Kornhasuer, in an interview, stated: 

“Obviously, we think it’s wrong, and that the ‘business of baseball’ is a lot different today than it was in 1922. There is no reason minor leaguers should not have the right to negotiate for a competitive wage.”

Kornhauser is certainly correct that things have changed in the last 100 years, though I would argue that the justification for the antitrust exemption was just as unfounded in 1922 as it is today. The origin is the Federal Baseball decision, and it was wrong then, and it is wrong now.  But it is also the law of the land. The 1998 Curt Flood Act, as the court appropriately explains, “made clear [Congress intended] to maintain the baseball exemption for anything related to the employment of minor league players.”

There is no question…