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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

The close of business on Friday, June 22 marked the end of the 9th National Business Law Scholars Conference.  With Paul Mahoney and Cindy Schipani as our keynote speakers, two featured plenary panels (revisiting, respectively, the 2008 financial crisis and salient business crime issues), and 30 academic paper and author-meets-readers panels, this year’s conference was packed with activity.  Maggie Sachs, who retired from an illustrious business law teaching career effective May 31, and the University of Georgia hosted the event.  I am proud to have had a role in planning the conference and am relieved that our all-volunteer planning committee was able to (again) carry off a successful event.  A mostly final (!) event program is available here.  Thanks to Eric Chaffee for his usual Herculean efforts in organizing and reshuffling (up through the last day of the conference) the program.

I moderated the financial crisis plenary panel, offered comments on David Webber‘s The Rise of the Working-Class Shareholder: Labor’s Last Best Weapon, (as shown in the picture below), presented a two-paper project on business deregulation that I am working on this summer, and introduced Cindy’s Friday keynote luncheon presentation on corporate board independence and…

Call for Papers: Midwestern Law & Economics Association Annual Meeting
The University of Alabama School of Law
September 14-15, 2018

Dear colleagues,

Please note that the deadline for submitting papers to the Midwestern Law & Economics Association has been extended to July 20, 2018. 

The University of Alabama School of Law (UASL) is pleased to host the Eighteenth Annual Meeting of the Midwestern Law & Economics Association (MLEA) September 14-15, 2018 in Tuscaloosa, Alabama. This year’s meeting will be co-sponsored by the UASL and the UASL¹s Cross Disciplinary Legal Studies Program.

We invite participants from across the nation (not just the Midwest) and abroad. There are no registration or membership fees. Participants will finance their own travel and hotel costs.

Papers can be on any topic that touches on law and economics. This includes, for example, papers with empirical analysis and economic modeling, as well as papers that address legal doctrine or theory that have been informed by economic thought.

To apply, submit a paper or abstract to Shahar Dillbary (sdillbary@law.ua.edu) and Yonathan Arbel (yarbel@law.ua.edu ) no later than Friday, July 20th. 

A block of rooms at Hotel Indigo has been reserved for conference participants at a rate of…

June has been a busy month for me.  I look forward to catching my breath after the National Business Law Scholars Conference this coming Thursday and Friday at the University of Georgia School of Law.  Today, having already written about the biennial transactional law and skills conference at Emory Law a few weeks ago, I will briefly outline three of my more recent forays: (1) a conference on Legal Issues in Social Entrepreneurship and Impact Investing—in the US and Beyond organized by the Impact Investing Legal Working Group and NYU Law’s Grunin Center for Law and Social Entrepreneurship; (2) the Law and Society Association Annual Meeting and Conference, Law at the Crossroads: Le Droit à la Croisée des Chemins; and (3) a town hall meeting of the U.S. Securities and Exchange Commission at the Georgia State University College of Law.

Grunin2018

I had a super opportunity to speak at the Grunin Center conference this year, helping to construct and guide a discussion on whether definitions matter to the developing fields of impact investing and social entrepreneurship.  Sadly, my travel got bolloxed up by a plane with mechanical difficulties, and I missed the first half of the panel discussion at the…

Two law scholar/teacher friends have recently published books that deserve attention.  The first is a labor of scholarly love from my Association of American Law Schools and Southeastern Association of Law Schools co-conspirator John Anderson.  The second represents the hard work of Antonio Gidi, who visited at Tennessee Law a number of years ago.  I have read neither book, but I know the quality of the work that went into both of them.

Here is the summary of John’s book, Insider Trading: Law, Ethics, and Reform:

As long as insider trading has existed, people have been fixated on it. Newspapers give it front page coverage. Cult movies romanticize it. Politicians make or break careers by pillorying, enforcing, and sometimes engaging in it. But, oddly, no one seems to know what’s really wrong with insider trading, or – because Congress has never defined it – exactly what it is. This confluence of vehemence and confusion has led to a dysfunctional enforcement regime in the United States that runs counter to its stated goals of efficiency and fairness. In this illuminating book, John P. Anderson summarizes the current state of insider trading law in the US and around the…

It was great to see co-blogger Marcia Narine Weldon (albeit briefly) at the Sixth Biennial Conference: To Teach is to Learn Twice: Fostering Excellence in Transactional Law and Skills Education hosted by Emory Law’s Center for Transactional Law and Practice.  I had the opportunity to present and attend some of the presentations on Friday.  I had to leave Saturday morning to teach Contract Law to ProMBA students in Knoxville Saturday afternoon, however, and missed hearing half the conference program as a result.  Even on Friday, due to the number of super concurrent sessions, I had to forego a lot of great presentations.  Consequently, I was delighted to read Marcia’s post on Tina Stark’s presentation.  Great stuff.

At the conference, I offered insights on my document “treasure hunt” teaching method in a “try this” session on Friday afternoon.  More specifically, I talked about and demonstrated a corporate finance treasure hunt.  After laying a substantive and practical foundation, I sent the audience, some of whom are not corporate finance folks, on a search for blank check preferred stock provisions in Delaware corporate charters.  Then, I called on them to share their search logic and make observations about what they found, relating their treasure…

image from www.publicdomainpictures.net

For many, Memorial Day is just another Monday holiday–a time to relax a bit more in a busy work season.  For some, the celebration of Memorial Day means sales and barbecues and community parades, fairs, and similar events.  (I linked to events in my home town, Garden City, NY, and the greater Long Island area.)  Many view Memorial Day as a time to commemorate all veterans, something we also do on Veterans Day in the fall.  (The linked article celebrates the work of some entrepreneurial veterans in the Knoxville community.)  

Many of these ways of celebrating Memorial Day involve reflection of some kind.  At its core, Memorial Day seems to encourage a particular kind of reflection–a moment to recall and honor those who have died for our country in the course of military service.  That general encouragement is consistent with, but not completely reflective of, the text of the federal law establishing the holiday, which expressly calls for the President to call us to united prayer* for permanent peace:

The President is requested to issue each year a proclamation—

(1) calling on the people of the United States to observe Memorial Day by praying…

Call for Papers

AALS Section on Transactional Law and Skills

Transactional Law and Finance: Challenges and Opportunities
for Teaching and Research

2019 AALS Annual Meeting

New Orleans, Louisiana

The AALS Section on Transactional Law and Skills is proud to announce a call for papers for its program, “Transactional Law and Finance: Challenges and Opportunities for Teaching and Research.” This session will examine the role of finance in business transactions from various perspectives with the goal of inspiring more deliberate consideration of finance in law school teaching and legal scholarship.From structured finance to real estate, from mergers & acquisitions to capital markets, finance plays an important and fundamental role in transactional law. The intersection of transactional law and finance is dynamic, providing academics, practitioners, and the judiciary with both challenges and opportunities. For example, financial product innovation and new funding sources for entrepreneurs continue to expand. Meanwhile, the significant growth in merger appraisal litigation has cast a new spotlight on the ability to critically analyze financial models (with a critical issue being whether a particular model is appropriate for expert use to determine fair value in appraisal proceedings). At the same time, activist investors are impacting company boards and the way in which companies do…

As a member of the Section on Women in Legal Education of the Association of American Law Schools, I was informed earlier this week about three openings at Emory Law, two of which are for business law folks.  The message is included below.

I am pleased to serve on the Appointments committee at Emory Law for the 2018-2019 school year. We are conducting searches for exciting young scholars in three tenure-track positions: (1) Business law with a specialization in M&A and/or Securities Regulation, (2) General Business law (no specific specialization) with the ability to teach Business Associations/Corporations and Contracts, and (3) Criminal Procedure with the ability to also teach Evidence. We are only looking for junior laterals (no more than 3 years in a tenure-track position) and entry-level candidates. Please feel free to contact me if you are interested or know of others who might be interested.

Best regards,
Barbara

Barbara Bennett Woodhouse
L. Q. C. Lamar Professor of Law
Emory University School of Law
1301 Clifton Road
Atlanta, GA. 30322
cell – 352-262-1854
barbara.woodhouse@emory.edu

I urge those who are interested to contact Barbara for more information.  In any event, be on the lookout for the formal position

I always have loved the game of tag, and I love a challenge.  More importantly, I love a conversation about business law . . . .

Last week, Steve Bainbridge posted a follow-on to posts written by Ann and me on the application of fiduciary duties to the private lives of corporate executives.  As Steve typically does in his posts, he raises some nice points that carry forward this discussion.  In a subsequent Tweet, Steve appears to invite further conversation from one or both of us by linking to his post and writing “Tag.  You’re it.”

Screenshot 2018-05-14 22.50.35
I do want to make two additional points.  First, I offer an endorsement of something Steve wrote in his post.  Specifically, Steve asks (with a small typo corrected): 

 . . . to what extent should a board have Caremark duties to monitor a CEO’s private life. Personally, I think Caremark is not limited to law compliance programs. A board presented with red flags relating to serious misconduct–especially misconduct in a sphere of life directly related to the corporation’s business (think Weinstein)–has a duty to investigate. But, again, does that mean the board should hire private investigators to track the CEO 24/7?

I agree…

I was fascinated by Ann Lipton’s post on April 14.  I started to type a comment, but it got too long.  That’s when I realized it was actually a responsive blog post.  

Ann’s post, which posits (among other things) that corporate chief executives might be required to comply with their fiduciary duties when they are acting in their capacity as private citizens, really made me think.  I understand her concern.  I do think it is different from the disclosure duty issues that I and others scope out in prior work.  (Thanks for the shout-out on that, Ann.)  Yet, I struggled to find a concise and effective response to Ann’s post. Here is what I have come up with so far.  It may be inadequate, but it’s a start, at least.

Fiduciary duties are contextual.  One can have fiduciary duties to more than one independent legal person at the same time, of course, proving this point. (Think of those overlapping directors, Arledge and Chitiea in Weinberger.  They’re a classic example!)  What enables folks to know how to act in these situations is a proper identification of the circumstances in which the person is acting.

So, for example, an agent’s…