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Haskell Murray

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Professor Murray teaches business law, business ethics, and alternative dispute resolution courses to undergraduate and graduate students. Currently, his research focuses on corporate governance, mergers & acquisitions, sports law, and social entrepreneurship law issues.

Professor Murray is the 2018-19 President of the Southeastern Academy of Legal Studies in Business (“SEALSB”) and is a co-editor of the Business Law Professor Blog. His articles have been published in a variety of journals, including the American Business Law Journal, the Delaware Journal of Corporate Law, the Harvard Business Law Review, and the Maryland Law Review. Read More

SEC Commissioner Stein recently spoke at the Brookings Institution and called for more effective investor education as well as clearer and more effective disclosures.  One suggestion was to start designing curricula and providing investor education at much earlier ages.  She highlighted work done by  Nicole Iannarone and her students at Georgia State to put investor education information into nursery rhymes  My favorite is this bit from one about REITs set to My Little Teacup:

Non-traded REIT funds,

Have unique risks.

Illiquid value,

Harder to list.

Tempting for certain,

High dividend yields,

But higher up-front fees,

Could kill.

Admittedly, I might be unusual in my enthusiasm for poetry about the risks with non-traded REITs.  My attempts at crafting non-traded REIT rhymes veer toward unprintable, scatological rhymes.

Importantly, Commissioner Stein didn’t just call for putting all investor protection hopes into Investor Ed.  She recognized that it can only do so much and that more effective and useful disclosures would make a big difference as well.  She also called for disclosures to make it clear to investors exactly who they are paying and how much they pay.  

Fee confusion remains widespread.  One recent survey found that about 43% of investors just don’t know…

With the SEC considering how to raise the standards for investment advice, it’s important to realize that more is at stake than just money.  If a retirement investor takes a large loss because of bad financial advice, the aftermath can be deadly.  A study recently published in the Journal of the American Medical association examined the impact of wealth shock on mortality.   Compared to persons that didn’t experience wealth shock, the persons that experienced wealth shock faced significantly higher mortality rates:

In a nationally representative sample of US adults aged 51 years or older, more than 25% of individuals experienced a negative wealth shock of 75% or more during a 20-year follow-up period, from 1994 through 2014. A negative wealth shock was associated with an HR of 1.50, a risk that was only slightly smaller than the risk associated with asset poverty, an established social determinant of mortality. Furthermore, the association between negative wealth shocks and mortality did not differ by initial levels of net worth; thus, wealth shock may represent a potential risk factor for mortality across the socioeconomic spectrum.

The wealth shock research is consistent with the FINRA Foundation‘s finding that financial fraud can lead to depression and…

In the crypto-enforcement space, the SEC recently reached an administrative settlement with TokenLot, an unregistered broker-dealer firm, and its two twenty-something principals. TokenLot described itself as an “ICO Superstore” and offered access to all sorts of tokens.  Many of these tokens were, undoubtedly, securities.  

Interestingly, the SEC order here includes an undertaking to “destroy” TokenLot’s digital assets:  

Destroy the digital tokens in the Current Inventory within 30 days of the date of this Order and Pending Inventory within 30 days of receipt by TokenLot; 

This isn’t something I’ve seen before.  It’s also something that makes me scratch my head.  I know how to destroy ordinary things.  If I wanted to destroy a piece of paper I could just shred it or burn it.  Once that happens, I can confidently say that the object has been “destroyed.”  

A distributed asset is a bit different.  If it exists on many computer nodes across the world, I don’t have the power to go into all of those notes and change them to erase the existence of the asset.  At best, all I could do is “destroy” the key to access/move the asset.  This seems different to me.

I reached out to…

Johnny Burris, a whistleblower whose case has drawn national attention, recently filed a complaint in the United States District Court for the District of Arizona.  The complaint alleges that he was wrongfully terminated because he “objected to pushing proprietary J.P. Morgan Private Bank Managed Accounts, Chase Strategic Portfolio Managed Accounts, and proprietary mutual funds into his clients’  portfolios on the grounds that he viewed such ‘bank managed products’ as not always suitable for his retired clients.” 

Burris’s objections may ring familiar.  J.P. Morgan paid about $307 million in fines for steering clients toward proprietary funds. 

The complaint sets out two different causes of action.  The first is under Sarbanes-Oxley, and the second is under Dodd-Frank.  The oddly-drafted Dodd-Frank whistleblower provision has already reached the U.S. Supreme Court once with the court construing it to only apply to whistleblowers that report out to the SEC and not just internally.  Because Burris made a complaint to the SEC, he will not have any issues with that requirement. 

Nizan Packin and I have written about another issue with the Dodd-Frank cause of action.  (Our short 2016 article opens with a discussion of Burris’ whistleblowing to frame the issue.)   Unlike the Sarbanes-Oxley cause…

Matt Yglesias recently riled up the corporate law twittersphere with this tweet claiming that the shareholder value theory requires evil if evil increases shareholder value:

The  responses were swift and critical.  Stephen Bainbridge led off:

Dave Hoffman also critiqued the claim.

Hoffman went on to point out that directors are not obligated to seize every possible profit-maximizing opportunity:

…

I may update this list from time to time; feel free to e-mail me with additions. Looks like a pretty strong hiring season for business law. Updated 12/04/18.

Law School Professor Positions – Business Specialty Sought

  1. Barry University 
  2. Belmont University
  3. Campbell University
  4. Cardozo
  5. Case Western University
  6. Duke University
  7. Drake University (Director of the Entrepreneurial/Transactional Law Clinic)
  8. Drake University (Assistant, Associate, or Professor of Law)
  9. Drexel University
  10. Emory University
  11. Florida A&M University 
  12. Louisiana State University
  13. Mercer University 
  14. Pennsylvania State University, University Park
  15. Saint John’s University
  16. Seton Hall University
  17. Southern Illinois University Carbondale (Professor of Practice) (9/17/18 deadline or until filled)
  18. University of Alabama
  19. University of Arizona (International Business Law Focus) (Review begins 9/28/18)
  20. University of Arkansas, Fayetteville
  21. University of Buffalo
  22. University of California, Berkeley (initial review 8/15/18; accepted through 3/1/19)
  23. University of California, Davis
  24. University of California, Irvine
  25. University of Connecticut
  26. University of Kentucky
  27. University of Louisville
  28. University of Miami
  29. University of Nebraska
  30. University of New Mexico (Oil & Gas Focus)
  31. University of North Texas at Dallas
  32. University of Oregon (Business Law Clinic)
  33. University of Pittsburgh
  34. University of Richmond
  35. University of Saint Thomas (Miami)
  36. University of South Carolina
  37. University of Wyoming 
  38. Washington & Lee University
  39. Washington University (St.

…

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Assistant Professor of Business Law.

Ross School of Business, University of Michigan.

The Stephen M. Ross School of Business at the University of Michigan seeks applicants for a tenure-track position at the assistant professor level in the Business Law Area starting in the Fall 2019 term. The selected candidate’s primary teaching responsibilities will be to teach business law in the undergraduate (BBA) program but may be required to teach in any of the school’s degree programs. The candidate will be expected to produce high-quality research published in leading law reviews and/or business journals.

Qualified candidates must have earned a J.D. from an ABA accredited law school. The candidate must have an excellent academic record and demonstrate a strong interest, and ability, in conducting high-quality, scholarly research in an area relevant to business. Examples of such fields include, but are not limited to, corporate law, contract law, employment law, financial regulation, securities law, intellectual property, and international trade. A qualified candidate must also demonstrate excellence in university teaching or the potential to be an outstanding teacher in business law.

The review of applications will begin immediately. All applications received before October 15, 2018, will receive full consideration. However, applications received after…

While states often enact the same model legislation, each state’s public enforcement resources also shape the legal and business environment.   Most academic writing about law seems focused more on the substantive side without as much devoted to considering necessary resources for state and federal institutions to give actual meaning to legislation.  This focus is understandable.  Writing about the need for more forensic accountants and sophisticated database systems may appear tedious and dull and few academics with the freedom to pick their projects might be drawn to these issues.

Yet thinking about the “how” for business law and financial regulation seems just as important as discussions about what the law should be.  For example, Public enforcement resources directly affect the white collar crime environment.  In recent decades, federal institutions shifted massive resources toward counter terrorism and other priorities.   As resources flow toward those enforcement priorities, other concerns, such as white collar crime, get less attention. 

The metrics measuring public enforcement effectiveness may tilt resource allocation.  If prosecutors pride themselves on cases closed and guilty please secured, white collar criminal prosecutions may not be pursued.  After all, it may take a forensic accountant, significant time, and expert witnesses to secure convictions.  Consider…

image from sealslawschools.org

On Saturday evening, I returned from the 2018 Southeastern Association of Law Schools (SEALS) annual conference (program here).  My week-long tour of duty as a conference registrant spanned three different areas of engagement: (1) volunteerism in the portion of the conference dedicated to helping prepare prospective law faculty for the law school appointments process; (2) attendance at programs of interest on substantive law, law schools, and law teaching; and (3) participation (through presentation and commentary) in business law discussion groups.  Although I was exhausted by the time I left (especially because I also attended portions of two meetings of the SEALS Board of Trustees), I also was rewarded by each of the three types of involvement in the conference.

The prospective law teachers component of the conference offers the opportunity for a select group of future teacher-scholars to present a sample job talk, receive comments on their draft CVs, and engage in mock interviews.  This year, I participated as a mentor in all three components.  Some folks needed more support with pieces of the process than others, as you might imagine.  But all were amply qualified and deserving of appointments.  Several sent me nice “thank you” messages.  I hope…

The Washington and Lee University School of Law seeks to hire a faculty member with research and teaching interests in the fields of corporate law, securities regulation, and/or commercial law.  Our school has a long history of outstanding scholarship and teaching in these areas, and we are excited to advance our trajectory with a new hire.  In addition to this subject-matter focus, we look for an individual who will embrace and meaningfully contribute to our close-knit, collegial, and intellectually vibrant community. 

We warmly invite applications for a position as Assistant or Associate Professor of Law beginning July 1, 2019, and we are particularly focused on lateral candidates with between 2-4 years of experience.  In all cases, candidates for the position must demonstrate a record of excellence in both teaching and scholarship.

Washington and Lee University School of Law is an Equal Opportunity employer that does not discriminate on the basis of race, color, religion, national or ethnic origin, sex, gender identity, gender expression, sexual orientation, age, disability, veteran’s status, or genetic information with regard to employment.  We have a commitment to enhancing the diversity of our faculty and, in that regard, we welcome candidates who are members of communities that…