Photo of Douglas Moll

Professor Moll graduated with highest honors from the University of Virginia in 1991 with a Bachelor of Science degree in Commerce. He attended Harvard Law School where he served as the Developments in the Law chairperson on the Harvard Law Review. Professor Moll graduated magna cum laude from Harvard Law School in 1994.

Professor Moll teaches in the areas of business organizations, business torts, and commercial law. His courses include Business Organizations, Doing Deals, Business Torts, Secured Financing, and Sales and Leasing. He is the co-author of a treatise on closely held corporations, three casebooks on business law (closely held business organizations, business organizations generally, and business torts), and a concise hornbook on business organizations. He has also written numerous law review articles focusing on closely held businesses and related fiduciary duty and oppression doctrines. Read More

As I have previously mentioned, unlike law schools, business schools appear to hire virtually year-round.  While most of the business schools have filled their open positions by this late date, there have been some recently posted positions. 

Bentley University (full-time, non-tenure track) (posted 3/9/15)

Central State University (assistant) (posted 3/5/15)

Lincoln Memorial University (assistant, instructional faculty) (posted 4/1/15)

Quinnipiac University (full-time, non-tenure track) (posted 4/7/15)

Saint Mary’s College of California (full-time, visiting professor) (posted 4/9/15)

Sam Houston State (tenure-track assistant) (posted 5/19/15)

University of Houston-Clear Lake (tenure-track assistant) (posted 2/24/15)

University of Louisiana-Lafayette (assistant professor) (received 4/21/15)

University of Wisconsin – La Crosse (tenure-track assistant) (priority 3/23/15)

University of Wisconsin  Milwaukee (full-time, non-tenure track) (posted 3/19/15)

Western Carolina University (assistant, non-tenure track) (posted 3/6/15)

Recently, I received the following conference announcement via e-mail:

———–

Understanding the Modern Company

Organised by the Department of Law, Queen Mary University of London,

in cooperation with University College London

Saturday 9 May 2015, 09.00 to 17.00

Centre for Commercial Law Studies

Queen Mary University of London

67-69 Lincoln’s Inn Fields

London WC2A 3JB

From their origin in medieval times to their modern incarnation as transnational bodies that traverse nations, the company remains an important, yet highly misunderstood entity. It is perhaps not surprising then that understanding what a company is and to whom it is accountable remains a persistent and enduring debate across the globe.

Today, the company is viewed in a variety, and often contradictory, ways. Some see it as a public body; others view it as a system of private ordering, while still others see it as a hybrid between these two views. Companies have also been characterized as the property of their shareholders, a network, a team, and even akin to a natural person. Yet the precise nature of the company and its role in society remain a modern mystery.

This conference brings together a wealth of scholars from around the world to explore the

Smart

If you pay attention to college sports news, you know that Shaka Smart is leaving VCU to coach men’s basketball at the University of Texas.

As a professor, my interest, of course, is in the coaching contract.

Like most coaching contracts, Shaka Smart’s contract with VCU includes a buy-out provision, which is currently $500,000. (The buy-out was set at $600,000, with a $100,000 reduction per year. This is the second year of this VCU-Smart contract, hence the $500,000 amount).

More interestingly, the contract includes a provision that requires a home-and-home series with VCU and Smart’s new team or payment of an additional $250,000 to VCU. Smart took VCU to the Final Four in 2011, so in 2013 when this new contract between Smart and VCU was signed, VCU knew that Smart was one of the most sought after coaches in the country. As such, this seems like an excellent (and creative) clause to include; if Smart left VCU, he would likely be headed to a top-program and games with that top-progam could be quite valuable.

All of the above has been reported in other outlets. What I haven’t seen reported (though I obviously haven’t read all the

Amanda Rose (Vanderbilt) was one of the many distinguished speakers at the law and business conference I attended last week. She spoke about her forthcoming article in the Northwestern University Law Review, which focuses on the SEC’s new whistleblower program in relation to Fraud- on-the-Market class action lawsuits. I have added her article to my reading list and the abstract is reproduced below for interested readers.

The SEC’s new whistleblower bounty program has provoked significant controversy. That controversy has centered on the failure of the implementing rules to make internal reporting through corporate compliance departments a prerequisite to recovery. This Article approaches the new program with a broader lens, examining its impact on the longstanding debate over fraud-on-the-market (FOTM) class actions. The Article demonstrates how the bounty program, if successful, will replicate the fraud deterrence benefits of FOTM class actions while simultaneously increasing the costs of such suits — rendering them a pointless yet expensive redundancy. If instead the SEC proves incapable of effectively administering the bounty program, the Article shows how amending it to include a qui tam provision for Rule 10b-5 violations would offer several advantages over retaining FOTM class actions. Either way, the bounty program has important

Many thanks to Marc Edelman (Zicklin School of Business, Baruch College, City University of New York) for guest blogging with us in March.

His posts are linked to below:

March Madness Is Coming — And Legally Speaking, It Is Madness

Should Law Professors Abstain From Online NCAA Tournament Pools?

NCAA Claims To Put Education Ahead of Profit. Really?

The “Daily Fantasy Sports” Marketplace Is Booming, But Is It Legal?

As I explore the future of Berkshire Hathaway in my forthcoming book Berkshire Beyond Buffett: The Enduring Value of Values, one topic I address for Berkshire post Buffett is whether the company should remain public or be taken private.

After all, once Bufffett is gone, you might expect activist shareholders to urge liberalizing its dividend policy (hasn’t paid a dividend in fifty years), divest weaker subsidiaries (it has never sold a subsidiary in forty years), and break-up the diverse conglomerate (engages in hundreds of different lines of business). 

Venture entrepreneurs and seasoned executives alike often weigh the pros and cons of a U.S. company being privately held or publicly listed. That goes for start-ups trying to decide to make an initial public offering as it does for listed companies trying to decide whether to go private.

Everyone considers the transaction costs of such a switch high because IPOs and going private transactions are complicated, requiring paying accountants, appraisers, lawyers and other professionals. They are also time-consuming.

So setting aside transaction costs, let’s highlight the usual pros and cons, to do an IPO or stay public:

Pros:

● access to capital

● liquidity for shareholders

● a currency (stock) to

Amazon BBB Book Cover
You may think of Warren Buffett as a savvy stock picker but his greater accomplishment is in configuring an exceptionally strong corporation that defies widespread conceptions of effective corproate governance.  

Since early in his career, Buffett adopted what he calls the double-barreled approach to capital allocation, meaning both stock picking and business buying. He gained prominence primarily as an investor in stocks, championing a contrarian investment philosophy.

Attracting three generations of devoted followers to a school of thought called “value investing,” he doubted the market’s efficiency and deftly exploited it. Buffett bought stocks of good companies at a fair price, assembling a concentrated portfolio of large stakes in a small number of firms. Today, nearly three-fourths of Berkshire’s stock portfolio consists of just seven stocks.     

But late in his career, beginning around 2000, Buffett shot more often through the other half of his double-barreled approach: buying 100 percent of companies run by trusted managers given great autonomy. True, Berkshire early on bought all the stock of companies such as Buffalo News and See’s Candies. But, through the 1990s, the first barrel dominated, with Berkshire consisting 80 percent of stocks and 20 percent owned companies. That mix gradually reversed and recently flipped, making subsidiary ownership the defining characteristic of today’s Berkshire.

Owning primarily subsidiaries rather than merely stocks gives Berkshire a different shape compared to its previous character as the holding company of a famed investor. After all, even for a buy-and-hold investor, stocks come and go. Berkshire has sold the stocks of many once-fine companies, including Freddie Mac, McDonald’s, and The Walt Disney Company.

In contrast, aside from a few Berkshire subsidiaries that it acquired from the Buffett Partnership in the 1970s, Berkshire has never sold a subsidiary and vows to retain them through thick and thin.  Despite their variety, moreover, Berkshire companies are remarkably similar when it comes to corporate culture, which is the central discovery I document and elaborate in my upcoming book, Berkshire Beyond Buffett: The Enduring Value of Values.

When Berkshire consisted mostly of the stock portfolio of a famed stock picker, you could expect that, once that investor departed, the portfolio would naturally be unwound and the company dissolved. Now, however, with Berkshire made of companies not stocks, its life expectancy stretches out in multiple decades, not mere years. It certainly goes beyond the stock picker who founded it.  That’s not an accident either, as the dominant cultural motif at Berkshire and its subsidiaries is a sense of permanence–the longest possible time horizon imaginable.