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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

Haskell Murray had an interesting post on Friday about businesses buying fake reviews, followers, or friends online.  That post led me to think about another issue—if a company did that, could it be liable under Rule 10b-5 for securities fraud?

Consider this scenario: An investor is thinking about investing in a company called Ebusiness, Inc. She carefully reviews the company’s online presence and sees that Ebusiness has more followers and friends than anyone else in the industry. The reviews of its products are overwhelmingly positive. She concludes that Ebusiness is destined for greatness and buys its stock.

Later, the press discloses that most of Ebusiness’s followers and friends, and most of its online product reviews, are fake. Ebusiness paid someone else to produce them. The price of Ebusiness’s stock drops precipitously. Would Ebusiness be liable under Rule 10b-5?

Rule 10b-5 makes it unlawful “to make any untrue statement of a material fact . . . in connecton with the purchase or sale of any security. There’s no question that Ebusiness, through its paid agent, made fraudulent statements. There’s also no question that the investor relied on those fraudulent statements and suffered a loss when the truth became known. The…

A student of mine studying peer-to-peer lending ran across an interesting provision in the securities filings of Prosper Marketplace,  one of the two main peer-to-peer lending sites. (The other is Lending Club.) 

Here is one of the risk factors in Prosper’s filings:

In the unlikely event that PFL receives payments on the Borrower Loan corresponding to an investor’s Note after the final maturity date, such investor will not receive payments on that Note after maturity.

Each Note will mature on the initial maturity date, unless any principal or interest payments in respect of the corresponding Borrower Loan remain due and payable to PFL upon the initial maturity date, in which case the maturity of the Note will be automatically extended to the final maturity date. If there are any amounts under the corresponding Borrower Loan still due and owing to PFL on the final maturity date, PFL will have no further obligation to make payments on the related Notes, even if it receives payments on the corresponding Borrower Loan after such date.

To understand how this works, you need to understand a little about how the Prosper site works. When a loan is funded by the peer-to-peer lenders…

Today’s Labor Day, and what better topic to discuss on Labor Day than law teaching jobs?

A candidate for a law school teaching position recently asked if I would post advice on the interview process. That’s like asking the Tasmanian Devil for advice on coping with ADHD. I didn’t exactly tear up the interview scene when I was interviewing thirty years ago. But I have seen a great deal of the process from the other side since then, including two stints on our Appointments Committee.

I can’t tell you how to ace the law teaching interview process, but I do have a good idea of what doesn’t work. I have seen a number of candidacies ruined by incredibly bad interviews and job talks. If you have the credentials to get in the door, but you don’t really want the job, here, in no particular order, are eleven easy ways to sabotage your search.

1. Don’t change the names when you send out that form letter.

“I would really like to teach at Nebraska because I love the Southeast. Go Dawgs!” Believe it or not, I have actually seen letters like this. (Not with “Go Dawgs.” No one in his right…

I don’t agree with SEC Commissioner Luis Aguilar on many issues. But I agree with his recent call for transparency in the disqualification waiver process.

A number of SEC rules, such as some of the offering registration exemptions, are not available to companies that have engaged in certain misbehavior in the past. But the SEC has the authority to waive those disqualifications, and it often does. Or, I should say, the SEC staff often does. As Commissioner Aguilar points out, the commissioners are often unaware that a waiver has been requested. And, as with staff no-action letters, it’s often unclear why some waivers are granted and others are not.

I’m not a fan of the whole idea of discretionary waivers. Allowing government employees to waive the law on a case-by-case basis with little explanation strikes me as inconsistent with the rule of law. But, if we’re going to have them, the process should be as transparent as possible.

I begin my 30th year of law teaching today. I can still remember that hot August day I first stepped into the huge, tiered classroom at SMU. Standing on the raised platform facing a mob of over a hundred eager students. The low hum generated by dozens of pre-class conversations. The feeling of inferiority as all those pairs of eyes checked out the newest professor.

I was scared to death. I had spent the summer reviewing the law of business associations—reading and highlighting the casebook; reading a corporate law treatise; reading law review articles. I had extensive teaching notes in front of me that first day, some of them cribbed from class notes that the late Alan Bromberg had generously shared with me. But I didn’t have a clue how to teach. For the most part, I was mimicking what my own law school professors had done, without realizing why they had done what they did.

It didn’t go well at first. I was shy and hesitant, and students could sense my lack of confidence. Many of the students weren’t as prepared as I’d hoped, and I wasn’t sure how to draw them out and build on what they…

One of the hardest things for me as a writer is knowing when I’m done. September’s Harvard Business Review (p. 128) has a great quote from Salman Rushdie on that question. They asked him how he knows he’s finished a book. He says:

“There’s a point at which you’re not making it better; you’re just making it different. You have to be good at recognizing that point.”

Bad PowerPoint is ubiquitous. PowerPoint presentations are like writing: anyone can do them, but few people can do them well. And the number of people who think they do them well is much greater than the number of people who actually do.

As anyone who has attended a legal conference can attest, many of us don’t have a clue about how to design effective PowerPoint presentations. The result is distracted audiences, confusing presentations, and ineffective teaching.

The fault is not in the PowerPoint tool. The fault is in how people use the tool. As Peter Norvig has said,

PowerPoint doesn’t kill meetings. People kill meetings. But using PowerPoint is like having a loaded AK-47 on the table: You can do very bad things with it.

As I mentioned in an earlier post, I spoke at this summer’s annual conference of the Center for Computer-Assisted Legal Instruction (CALI). My topic was How to Ruin a Presentation with PowerPoint. That presentation is now available on YouTube.

My presentation focuses on some of the most common mistakes people make in creating PowerPoint presentations and discusses how to improve your PowerPoint presentations. My comments aren’t limited to the Microsoft product. Almost…

The law school in the state next door to mine is hiring faculty. Their football team isn’t as good as ours, but it’s a pretty good law school in spite of that deficiency. Here’s the listing:

THE UNIVERSITY OF IOWA COLLEGE OF LAW anticipates hiring several tenured/tenure track faculty members and clinical faculty members (including a director for field placement program) over the coming year. Our goal is to find outstanding scholars and teachers who can extend the law school’s traditional strengths and intellectual breadth. We are interested in all persons of high academic achievement and promise with outstanding credentials. Appointment and rank will be commensurate with qualifications and experience. Candidates should send resumes, references, and descriptions of areas of interest to:  Faculty Appointments Committee, College of Law, The University of Iowa, Iowa City, Iowa  52242-1113.

THE UNIVERSITY OF IOWA is an equal opportunity/affirmative action employer. All qualified applicants are encouraged to apply and will receive consideration for employment free from discrimination on the basis of race, creed, color, national origin, age, sex, pregnancy, sexual orientation, gender identity, genetic information, religion, associational preference, status as a qualified individual with a disability, or status as a protected veteran.

As I continue my (futile?) quest to exhaust my electronic reading pile before the fall semester begins, I recently read a nice article on business lawyering: Praveen Kosuri, Beyond Gilson: The Art of Business Lawyering, 19 LEWIS & CLARK L. REV. 463 (2013), also available on SSRN here.

Kosuri asks what distinguishes great business lawyers, and develops a three-tiered pyramid of the skills that transactional business lawyers need. At the bottom of the pyramid are what Kosuri calls foundational skills: reading and understanding contracts; research and drafting; financial literacy; and a basic knowledge of business law. The next level of the pyramid, which Kosuri calls transitional skills, includes negotiation; structuring deals; risk management; and transaction cost engineering. The top level of the pyramid, which Kosuri calls optimal skills, includes understanding business; understanding people; problem-solving; and advising.

Kosuri then considers who would be best at teaching each of those categories of skills and how to teach them. I don’t agree with everything he says, but the article is insightful and certainly worth reading.

Here’s the abstract:

Thirty years ago, Ronald Gilson asked the question, “what do business lawyers really do?” Since that time legal scholars have continued to grapple…

My law school, the University of Nebraska, is hiring. Here are the details:

Entry-Level or Experienced Faculty Position

The UNIVERSITY OF NEBRASKA COLLEGE OF LAW invites applications for entry-level and lateral candidates for one or more tenure-track or tenured faculty positions. Our curricular needs include Business Associations, Evidence, Wills and Trusts, and Civil Procedure. Other needs include courses related to

  • Criminal Law (e.g., Federal Criminal Law or White Collar Crime, Criminal Procedure 2, Post­Conviction Remedies, or Criminal Sentencing);
  • Health Care (e.g., Federal Regulation of Health Care Providers, Health Care Finance, Torts, Administrative Law, Medical Malpractice, Privacy Law, Law and Medicine, Public Health Law, Bioethics and the Law, and the Law of Provider and Patient);
  • Litigation Skills and Related Courses (e.g., Trial Advocacy, Civil Rights Litigation, Pretrial Litigation or other litigation skills courses, Conflicts of Laws);
  • Business Law (e.g., Corporate Finance, Corporate Governance, Insurance Law, Bankruptcy, Corporate Restructuring, Nonprofit Organizations, Risk Management / Compliance, or White Collar Crime);
  • Patent Law and International Intellectual Property;
  • Family Law;
  • Education Law; and
  • Election Law.

Minimum Required Qualifications: J.D Degree or Equivalent, Superior Academic Record, Demonstrated Interest in Relevant Substantive Areas. Title of Asst/Assoc/or Full Professor will be based on qualifications of…