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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

My co-blogger Anne Tucker inspired me with her useful conference list this week, and led me to create a list of my own.

Just in time for law review submission season, below are links to the submission webpages for the top-15 “Corporations and Association” specialty law journals as ranked by Washington & Lee University. The starred journals were not included in the “Corporations and Associations” dropdown ranking, but I found them in the full list and placed them in their respective spots (according to the overall rankings). I am not sure Yale Journal on Regulation belongs in this grouping, but I will leave it in since W&L includes it. 

  1. Yale Journal on Regulation
  2. Harvard Business Law Review       
  3. The Journal of Corporation Law
  4. American Business Law Journal
  5. Delaware Journal of Corporate Law
  6. Columbia Business Law Review
  7. Berkeley Business Law Journal*
  8. University of Pennsylvania Journal of Business Law*
  9. Stanford Journal of Law, Business & Finance*
  10. Virginia Law & Business Review*
  11. The Hastings Business Law Journal*
  12. The Business Lawyer
  13. Fordham Journal of Corporate & Financial Law
  14. New York University Journal of Law & Business*
  15. Northwestern Journal of International Law & Business*

For what it is worth, I am not sold…

I recently purchased and read two Cass Sunstein (Harvard) books: Simpler: The Future of Government and Wiser: Getting Beyond GroupThink to Make Groups Smarter (with Reid Hastie (Chicago))

Cass Sunstein is a enjoyable writer to read, and Simpler was an easy, relatively short read (though he admits that his editor prompted the cutting of 30,000 words from the original manuscript). I may do a separate post on Wiser at a later date.

Simpler provides an inside look at Cass Sunstein’s time at the head of the Office of Information and Regulatory Affairs (“OIRA”) from 2009-2012. Supposedly, OIRA was created by the Paperwork Reduction Act in 1980. OIRA plays an important role in overseeing federal regulation.

A few random thoughts about Simpler:

  • If you have read Sunstein’s earlier work, Kahneman (Princeton), and Ariely (Duke) much of Simpler will be familiar behavioral economics;
  • Sunstein’s political confirmation process sounds absolutely awful. I wonder how many qualified potential civil servants are scared away by processes like this;
  • The Food Plate (below) is much simpler than the Food Pyramid I grew up with;
  • Sunstein reminded me that sometimes rule-makers (including professors – e.g. with our syllabi) can become experts in rule systems,

…

PrawfsBlawg has posted its Submission Angsting thread, which prompted me to write this post to ask our readers (including my co-bloggers) two questions:

  1. In your opinion, what is the ideal date to submit a spring law review article?
  2. When deciding between offers, how do you evaluate specialty law reviews?

Ideal Submission Date. When I first started as a professor, I heard that March 1 was the date most people thought was the best for spring submissions. The ideal date seems to be moving earlier and earlier, and I have heard February 1 or February 15 mentioned with increasing frequency. Some might suggest not worrying about the submission date — just submit when your article when it is ready. While I agree that you should wait to submit an article until it is ready (whenever “ready” is…), I have had colleagues who seemed to seriously under-place articles because they submitted at a poor time. Admittedly, most of these professors submitted well outside of the traditional windows.

Evaluating Specialty Law Reviews. The question about how to evaluate specialty law reviews reoccurs every time I submit an article. The conventional wisdom is – find out how your P&T committee values those journals and…

I recently updated my research chart entitled Corporate Forms of Social Enterprise: Comparing the State Statutes. Always open to suggestions on how to improve the chart.

As the number of corporation-based social enterprise state statutes has grown, the chart has become a bit unwieldy. Previous versions of the chart went state by state, detailing the differences from the Model statute. I think the new format (a short summary chart with details in the footnotes) is better for comparing/contrasting the state statutes, but is still far from perfect. For example, some of the abbreviations used in the summary chart require going to the footnotes for explanation, but it is difficult to remedy that and keep the summary chart short.  

Also, here is a link to the latest report of Delaware Public Benefit Corporations (“PBCs”). [This is my first time linking to an outside Excel sheet, but it worked for me by saving to my Desktop and then opening.]  The number of Delaware PBCs has grown to 234 entities. This is still tiny in comparison to the more than 1 million total entities in Delaware, but it is still early.

Every semester, in an attempt to learn my students’ names and a bit about them, I ask my students to fill out a student information form with a few questions. This semester I added the question: “What do you think makes a professor effective?”

The vast majority of the responses fell into one of the four categories below (listed in order, from most to least responses):

  1. Real world experience/real world examples
  2. Fairness in grading 
  3. Clarity in teaching 
  4. Approachability and accessibility 

I am teaching over 100 total students (undergraduate and MBA) this semester, and nearly every student mentioned something that would fall into at least one of those four categories.

Perhaps these responses do not surprise readers, and they were not incredibly surprising to me. The ordering, however, was a bit surprising, and I am not sure I would have expected to see “approachability” in the responses as much as I did. In any event, the responses were helpful in confirming that my time “staying current,” meeting with local attorneys/business people, and consulting is well spent – at least in the eyes of my students. 

Is there anything in the students’ responses that is surprising to readers? Is there anything missing…

There are many Delaware cases from 2014 that are worth reading, but below are three relatively recent Delaware cases that I found worthwhile.  I provide the case name, my very short takeaway, and links to the case and additional commentary for those who wish to dive deeper.

In re Zhongpin Inc. Stockholders Litigation, controlling stockholders, decided Nov. 26, 2014. In denying a motion to dismiss, the Delaware Court of Chancery found a reasonable inference that a 17.3% stockholder/CEO could be a “controlling stockholder.” I have not done an exhaustive search on this issue, but this is a lower percentage of ownership for a “controlling stockholder” than I have seen in most cases, though (of course) the analysis is case specific. Additional commentary by Toby Myerson (Paul Weiss).

C.J. Energy Services, Inc. et al v. City of Miami General Employees’ and Sanitation Employees’ Retirement Trust, M&A/Revlon, decided Dec. 19, 2014. The Delaware Court of Chancery held that “there was a ‘plausible’ violation of the board’s Revlon duties because the board did not affirmatively shop the company either before or after signing.” (pg. 3). The Delaware Court of Chancery enjoined the shareholder vote on the transaction at…

One of my new year’s resolutions for 2015 is to fast from e-mail every Saturday. Now that I have posted this, my co-bloggers and readers can keep me accountable. Currently, I probably check my e-mail 20+ times a day, every day — a habit formed during law firm life.  

I thought about fasting from the internet/electronics entirely on Saturdays, and I am still going to try to avoid the internet/electronics on Saturdays as much as possible, but I wanted to set a realistic goal. 

An acquaintance of mine in New York City, Paul Miller, went without the internet for an entire year (with less promising results than he had hoped). While I remember a time before the internet — and a time when the internet was so slow it was almost useless — it is hard for me to imagine going without the internet for a week, much less for a year.  That said, I think it healthy to loosen the electronic leash a bit every once in a while.  

I’d also like to cut back the number of times I check e-mail and the amount of time I spend responding to e-mails in general. If any readers…

This week I received the notice below from Professor Jason Gordon. Professor Gordon is a legal studies and management professor at Georgia Gwinnett College, School of Business. As explained below, he is offering copies of two entrepreneurship books that he thought might be useful to BLPB readers.  

Dear Colleagues,

I recently published two texts entitled Business Plans for Growth-Based Ventures and Understanding Business Entities for Entrepreneurs and Managers. These books are designed for use by clinical law professors and as a supplement in entrepreneurship courses. The second text concerns entity selection considerations, but includes entity funding and conversion considerations and specific considerations for startup ventures.

The texts also contain supplemental electronic material available for free at TheBusinessProfessor.com.

If any of you would like a free copy of either text in Amazon e-book format, please send me your email address at jgordon10 [at] ggc [dot] edu.

A preview of the Business Plans E-Book is available here.

A preview of the Business Entities E-Book is available here. 

Over the past few months, I have received a number of e-mails from the alumni associations of each of my two former law firms.  

In theory, I think these alumni networks are good ideas. They could help us keep in touch and could introduce us to people with common ties to those law firms. They could also help the law firms maintain ties with alums who could become clients.  

In practice, however, I rarely use any of the alumni services offered.

One of the main reasons is that my former firms do not have offices where I currently live (in Nashville) and they rarely, if ever, have events here.  If I still lived in Atlanta or New York City, I would probably attend some of the offered alumni CLE events, but I am probably never going to travel for them. 

As to the online alumni networks on the law firms’ websites, I think the contact information for alums probably stays relatively out of date (as people choose to update their information on major social networks, but may forget about the ones at the law firms).  LinkedIn law firm alumni groups are probably the most useful thing that the law…

This week I had nice conversations with Brad Edmondson (Author of Ice Cream Social: The Struggle for the Soul of Ben & Jerry’s) and Michael Pirron (CEO of ImpactMakers, a certified benefit corporation).*

Both conversations turned to a topic that has been on my mind recently – that of social businesses that are acquired by large conglomerates that do not seem to have a similar mission.

A few of the parent/sub relationships that spring to mind (or that were discussed) include:

  • Campbell Soup / Plum Organics
  • Coca-Cola / Honest Tea
  • Colgate-Palmolive / Tom’s of Maine
  • Clorox / Burt’s Bees
  • Group Danone / Stonyfield Farm   
  • Unilever / Ben & Jerry’s

I may update this list from time to time, so feel free to suggest additions in the comments. 

At The Guardian, Kyle Westaway argues that Burt Bees worked from within Clorox to make the entire company more sustainable. Similarly, some argue that Unilever has become more sustainable after (and maybe because of) their acquisition of Ben & Jerry’s.

I have heard others argue that social businesses like Burt’s Bees and Ben & Jerry’s “sold out,” and that the acquiring large conglomerates tend to cut many socially beneficial…