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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

Wyoming has added two new sections to its Code Section 17-29-304, which is related to veil piercing of a Wyoming LLC.  The additions are a response of a court decision from last year, Green Hunter Energy, Inc. v. Western Ecosystems Technology, Inc., No. S-14-0036, 2014 WL 5794332 (Wyoming Nov. 7, 2014), which is summarized nicely here. The first added section provides:
(c) for purposes of imposing liability on any member or manager of a limited liability company for the debts, obligations or other liabilities of the company, a court shall consider only the following factors no one (1) of which, except fraud, is sufficient to impose liability:
 
(i)         Fraud;
(ii)        Inadequate capitalization;
(iii)       Failure to observe company formalities as required by law; and
(iv)       Intermingling of assets, business operations and finances of the company and the members to such an extent that there is no distinction between them. 
Although some might view this as a significant change to the veil piercing of a Wyoming LLC, this largely confirms and clarifies the law prior to GreenHunter.  The rule from that case was set forth as follows: 
The veil of a limited liability company may be pierced under

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March has provided a slate of mistakes as to entity form, focusing (as it almost always does) on limited liability companies (LLCs) and various outlets calling such entities “corporations.”  These are not in any particular order, but lists are neat. Enjoy! 

(1 ) Politifact Checks Trump Facts, Forgets to Check Entity Law Facts

In an article on Politifact.com, Donald Trump incorrectly says Virginia winery is the largest on East Coast, which determines that Trump’s claims about the size of a winery that his son runs to be false and notes some statements are incorrect. Ironically, the article also claims: 

A legal disclaimer on the winery website says the GOP presidential candidate doesn’t own the winery. The venture is a limited liability corporation, and its owners are not a matter of public record.

Wrong. The winery site says, “Trump Winery is a registered trade name of Eric Trump Wine Manufacturing LLC, which is not owned, managed or affiliated with Donald J. Trump, The Trump Organization or any of their affiliates.”  An LLC is still not a corporation. 

(2) Big Bang Theory: Big Brains Don’t Know Entity Law

I don’t watch the Big Bang Theory, but my colleague at Valparaiso University, Professor Rebecca J. Huss, is a reader…

In my Energy Business: Law & Strategy course, I use Larry A. DiMatteo’s article, Strategic Contracting: Contract Law as a Source of Competitive Advantage, 47 Am. Bus. L.J. 727 (2010).  I have been using the article in the class since 2012 (this is the third time I have taught it), and I think it does a great job of providing a theoretical backdrop for practical application.  I teach the article in combination with a one-sided proposed Memorandum of Understanding to help students think about the contracting process and and the long-term implications of what might seem like a small-scale negotiation. I highly recommend the piece.  

In reading the article this time around, though, I was struck by how differently the piece treats limited liability companies (LLCs) and corporations and the way concerns about opportunistic behavior are raised in the context of the latter.   In one portion of the article, DiMatteo notes: 

Corporate strategy that fails to take account of the strategic use of law is likely to waste opportunities for competitive advantages. A corporate legal strategy can be used to gain competitive advantages both internally and externally.

I wholeheartedly agree, and this is part of the reason I teach my course.  Although I don’t think…

It has been a crazy busy couple of weeks, and one thing I rely on the keep sane (or sane-ish) is music. This morning I was listening to the most recent Public Enemy album, Man Plans God Laughs, which includes a song called “Corplantationopoly.”  (The album is solid, and while it will never top Nation of Millions or Fear of a Black Planet, Chuck D is still powerful to hear.)  This got me to thinking about songs that reference business as part of their lyrics and/or theme.

With the availability of the internet, of course several such lists have already been compiled. Here is a sampling:

  1. 30 Best Songs About Business and Money
  2. Songs About Money, Business, Finance and Economics
  3. Top 10 Business Songs of All Time | Veritas Prep
  4. The Top 25 Entrepreneur Theme Songs | Addicted 2 Success
  5. 10 Famous Rap Songs About Money
I didn’t go to those, though.  Following is my quick list of my five best business songs.  “Best” in this context is the songs that came to mind that talked about business or money.  No voting. No quality assurance.  Pure memory and impulse.  So here you go, my five “best.”  I welcome thoughts and other suggestions

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I have long followed the trials and tribulations of Chesapeake Energy and founder Aubrey McClendon, and I had been planning to write about yesterday’s indictment of McClendon for bid rigging in a couple weeks, after I gathered more information.  About an hour ago, though, reports broke that former Chesapeake CEO Aubrey McClendon died today.  According to CNBC:

Aubrey McClendon, a founder and former chief executive of Chesapeake Energy, died in a single-car crash Wednesday at age 56, a day after he was charged with conspiring to rig bids for oil and natural gas leases.

McClendon crashed into an embankment while traveling at a “high rate of speed” in Oklahoma City just after 9 a.m. Wednesday morning, said Capt. Paco Balderrama of the Oklahoma City Police Department. Flames engulfed McClendon’s vehicle “immediately,” and it was burnt so badly that police could not tell if he was wearing a seatbelt, he said.

Before going any further, my thoughts go out to his friends and family.  Regardless of how anything else comes together, their loss is real, and I feel badly for them.  

In years past, I have questioned how Chesapeake conducted some of their business, including their use of entities and

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Following is a guest post from by J. Scott Colesanti and Madeline Rasmussen. Scott is a former contributing editor to this Blog, and I am happy to share the post post below.  This is sports and labor law post, to be sure, but employment issues, especially big time sports-related ones, are business law, too.  

Why NFL Players Might Want the NFL to Win Its Appeal of Brady v. NFL

by J. Scott Colesanti and Madeline Rasmussen

It feels like weeks since we saw a meaningful NFL contest (well, actually it has been a little over a week).  But it is nonetheless still weeks until the Brady appeal before the Second Circuit in March.  Should the vacatur of the superstar’s 4-game suspension in “Deflategate” be upheld, alternative means of both implementing and reviewing NFL punishment seem likely, alternatives none too comforting for future disciplined football players.

Time for a rant. Some of you may not notice the difference; I’m told that almost everything I write seems like a rant, even when I think I’m being restrained.

Today’s topic is misleading comparisons—in common parlance, comparing apples and oranges—and today’s example comes from the Delaware Supreme Court in the famous case of Weinberger v. UOP, Inc., 457 A.2d 701 (1983).

Weinberger, for those of you who may not remember, involved a challenge to a cash-out merger between UOP and its controlling shareholder, Signal. The merger price was $21 a share, but a report prepared by Signal (not disclosed to UOP and its shareholders) indicated that any price up to $24 a share would be a good investment for Signal. The Supreme Court reversed the Chancery Court’s determination that the transaction met the fairness test.

I have no quarrel with either the result or the general analysis in Weinberger. It’s a good opinion, and it makes several important contributions to Delaware corporate law. It expounds on the meaning of “fairness” in duty-of-loyalty situations and lays out a roadmap for controlling shareholders to follow to avoid duty-of-loyalty challenges. It eliminates the “business purpose” requirement in cash-out mergers. And…

Every year, the Corporate Practice Commentator publishes an annual list of each year’s best corporate and securities law articles. Bob Thompson, a law professor at Georgetown, is currently the curator of that list. Each year, he circulates a ballot to corporate and securities scholars with a list of articles for them to vote on.

I’ve always been a little skeptical of this list, and not just because I’ve never been on it (I don’t think). There are over 500 articles on the list and, unless most professors have more time on their hands than I do, they haven’t read most of those articles. Even if they had, I’m not sure a popular vote, even one limited to law professors, is the best way to measure quality. And quality often becomes apparent only over time, when one can see the effect the article has had.

Having said that, I have nothing against Professor Thompson’s poll, even though I don’t participate. But his recent solicitation to participate in this year’s balloting prompted me to think about the other side of things: what are the worst corporate and securities law articles of the year?

We should probably exclude student-written notes and comments in…

I am proud to announce that the lead official (the referee in NFL parlance) in Sunday’s Super Bowl is a graduate of my law school. Clete Blakeman graduated from the University of Nebraska College of Law in 1991, after playing for the Nebraska football team as an undergraduate. In addition to being an NFL referee, Clete is an attorney for an Omaha firm. (That’s right: the same Clete Blakeman who somehow managed to toss a coin in the Packers-Cardinals game without it flipping.)

Clete took Corporations from me so, if any corporate law issues come up during the course of the game, I’m confident he will handle them well.

If he screws up an important call, I will, of course, delete this post immediately after the game.

Most law professors want to place their articles in the top law reviews. The higher the ranking, the better. Because of that, editors at schools further down the chain have trouble getting high-quality articles.

Personally, I think it’s inappropriate to judge articles by where they’re placed. I don’t trust the quality judgments student editors make. They lack the subject-matter background to judge the true quality of an article and they often have a preference for faddish topics. But placement matters to many people, and that has a negative effect on many law reviews. They never even see some of the best articles.

The Harvard, Yale, and Chicago law reviews are never going to have trouble getting good submissions. If you’re a law review editor at a top-20 law review, you can stop reading here. But what about the rest of the reviews?
One option many people have tried is to organize symposia, but that’s not always effective. Even if leading scholars are willing to participate in those symposia, they often don’t submit their top work.

My proposed solution: use money as a motivation.

Paying for each article is a possibility, but that’s financially difficult. Professors might be willing to publish…