Joshua Fershee

Joshua Fershée, JD, became the 11th dean of the Creighton University School of Law on July 1, 2019. Fershée previously served as associate dean for faculty research and development, professor of law, and director of LLM programs at West Virginia University College of Law.

Earning a bachelor’s degree in social science from Michigan State University in 1995, Fershée began his career in public relations and media outreach before attending the Tulane University School of Law, graduating magna cum laude in 2003 and serving as editor in chief of the Tulane Law Review. He worked in private practice at the firms of Davis Polk & Wardell in New York and Hogan & Hartson, LLP, in Washington, D.C., before joining the legal academy. Read More

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ICYMI: #corpgov Midweek Roundup (Oct. 10, 2018)

By Joshua Fershee on October 10, 2018

“key areas of focus were auditors and audit committees, director accountability and track records, board gender diversity and the principle of one-share one-vote” https://t.co/Z9M2nf8c4n

— Stefan Padfield (@ProfPadfield) October 8, 2018

“Contrary to what we have been told … the Supreme Court has … recognized the press as constitutionally unique from nonpress speakers. The justices have done so implicitly & often in dicta, but nonetheless they have … treated the press differently.” 48 Ga.L.Rev. 729 #corpgov https://t.co/7wJfbpEmFU

— Stefan Padfield (@ProfPadfield) October 8, 2018

“Sanders … sent a letter to Jay Carney, who runs Amazon’s public policy, ‘asking Amazon to confirm how the total compensation of employees who would have received stock options … will be affected as a result of the recent changes,'” #corpgov https://t.co/AsEI3kWhEi

— Stefan Padfield (@ProfPadfield) October 9, 2018

“‘Part of the Brexit vote was people saying, ‘If all the economists are for it, I’m against it’,’ said Romer …. ‘… a serious warning about why economists have lost our legitimacy. Had we overstepped in promoting value judgements over facts?'” https://t.co/iHOBOTRp3r #corpgov

— Stefan Padfield (@ProfPadfield) October 10, 2018

Do “Google’s China Ambitions Threaten U.S. National Security”? #corpgov https://t.co/4nBakU4oBn

— Stefan Padfield (@ProfPadfield) October 10, 2018

ICYMI: #corpgov Weekend Roundup (Oct. 7, 2018)

By Joshua Fershee on October 7, 2018

“Report on Improving Corporate Governance in Hong Kong … assesses the strengths & weaknesses of Hong Kong’s corporate governance system, based on a study of the CG systems in the United Kingdom, the United States, Mainland China & Singapore.” https://t.co/Sx36Q1TFVy #corpgov

— Stefan Padfield (@ProfPadfield) October 4, 2018

“As of February 2018, approximately 40% of the G250, the world’s largest 250 companies, acknowledge the United Nations Sustainable Development Goals in their corporate reporting and include the global goals in their CEO and/or Chair’s message.” https://t.co/VFtkh1H26B

— Stefan Padfield (@ProfPadfield) October 4, 2018

“A lot of analysts view goodwill as the size of the amount that you overpaid for the acquisition” #corpgov https://t.co/R7ouPJVYZr

— Stefan Padfield (@ProfPadfield) October 4, 2018

“This legislation will ensure that banks like Citigroup and Bank of America, which enacted policies infringing on the Second Amendment rights of businesses, will not be awarded lucrative federal government contracts.” #corpgov https://t.co/3Q4Y6Le605

— Stefan Padfield (@ProfPadfield) October 5, 2018

CEO tenure: “there is evidence that boards are becoming less patient, & that’s a good thing. Researchers … found that the ‘optimal tenure length’ is 4.8 years.” https://t.co/z4RdO5HRdz #corpgov

— Stefan Padfield (@ProfPadfield) October 6, 2018

“California’s … enactment of a

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ICYMI: #corpgov Midweek Roundup (Oct. 3, 2018)

By Joshua Fershee on October 3, 2018

judge dismissed lawsuit in which Icahn accused Wachtell of “malpractice related to…hostile takeover of CVR”; “could file an amended complaint…that Wachtell committed malpractice by describing the fee terms as ‘customary’ in regulatory filings” https://t.co/zkDsoBda67 #corpgov

— Stefan Padfield (@ProfPadfield) September 30, 2018

“when the debate shifts to federal .. contexts, one often finds .. the political left championing expansion of shareholders’ corporate governance powers, and those associated with the political right advancing more stakeholder-centric conceptions” 2018 B.Y.U. L. Rev. 267 #corpgov

— Stefan Padfield (@ProfPadfield) September 30, 2018

Hobby Lobby & Nevada’s decision to eliminate mandatory fiduciary duties: “visceral critiques … suggest … the corporation is a device that should be optimized for collective action of a particular type–namely large-scale economic activity.” 8 Harv. Bus. L. Rev. 183 #corpgov

— Stefan Padfield (@ProfPadfield) September 30, 2018

Monday, Musk tweets an “O.P.P.” reference. Some in the market interpret as: “operating profit positive.” Yesterday: “Tesla … announced that it had hit its production target …. the overarching message … that it may finally … make money” https://t.co/ppj6P5FiCa #corpgov

— Stefan Padfield (@ProfPadfield) October 3, 2018

While SCOTUS has not held it unconstitutional “for a state other than the state of incorporation to

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ICYMI: #corpgov Weekend Roundup (Sep. 30, 2018)

By Joshua Fershee on September 30, 2018

“governments are treating corporate mergers as weapons of industrial policy. Deals that may have passed muster on competition grounds are being weighed—and, increasingly, thwarted—for the risks they may pose to a country’s security or strategic industries.” #corpgov ht @bjmquinn https://t.co/PI712CZIy0

— Stefan Padfield (@ProfPadfield) September 27, 2018

“Powell … ‘went ballistic’ …. [and] argued that Nike would face backlash from the media and consumers if it was seen as siding with the N.F.L. rather than Kaepernick…. the largely white, older N.F.L. fans … are not a priority ….” #corpgov https://t.co/eZWfCFHczv

— Stefan Padfield (@ProfPadfield) September 27, 2018

“This paper aims to … examine the circumstances under which veil piercing takes place …. The countries examined are England, Singapore and the US which are common law jurisdictions, as well as the civil law countries of China and Germany.” https://t.co/dqbTv6tGgE #corpgov

— Stefan Padfield (@ProfPadfield) September 28, 2018

“information technology has contributed to an erosion of the conventional boundary between the firm and the market and undermines the rationale for the existence of hierarchical firms” https://t.co/SCfQvjJQTT

— Stefan Padfield (@ProfPadfield) September 28, 2018

The “omnipresent specter” of self-interest when a board adopts anti-takeover devices justifies enhanced scrutiny of that decision. 493 A.2d

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ICYMI: #corpgov Midweek Roundup (Sep. 26, 2018)

By Joshua Fershee on September 26, 2018

“The number of people who can buy into … private companies is up 10-fold since the ’80s … The reason …: The SEC uses income and net worth to determine who can invest, and the thresholds haven’t changed in more than three decades.” https://t.co/fYaheTIELF #corpgov

— Stefan Padfield (@ProfPadfield) September 24, 2018

“Lawyers … agree to limit the exercise of some First Amendment rights for the privilege of practicing law.” https://t.co/EZ6RisGCgp #corpgov

— Stefan Padfield (@ProfPadfield) September 25, 2018

“Shareholders won a proposal asking Smith & Wesson’s maker to review its safety efforts … resolutions … were put forward by a coalition of investors who began buying gun stocks some two years ago to pressure executives for change” https://t.co/CPDEbdoDg4 #corpgov

— Stefan Padfield (@ProfPadfield) September 26, 2018

“One attendee … said officials would look at the possibility of a formal multistate investigation of major tech platforms, focusing on both consumer-protection issues such as privacy and potential antitrust concerns.” https://t.co/sIvlxThJnd #corpgov

— Stefan Padfield (@ProfPadfield) September 26, 2018

“Google made its first … foray into postsecondary education … with the creation of a new online certificate program …. an intriguing sign of what could happen if big employers … increasingly take

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ICYMI: #corpgov Weekend Roundup (Sep. 23, 2018)

By Joshua Fershee on September 23, 2018

“Tesla is under investigation by the Justice Department over public statements made by the company and CEO Elon Musk …. The criminal probe is running alongside a previously reported civil inquiry by securities regulators.” https://t.co/QfXFbS6esY #corpgov

— Stefan Padfield (@ProfPadfield) September 18, 2018

Is the ACLU arguing that the First Amendment requires state and local governments to buy Nike products? https://t.co/We6dZInhRA #corpgov

— Stefan Padfield (@ProfPadfield) September 21, 2018

“SEC Staff to Host Nov. 15 Roundtable on the Proxy Process” https://t.co/uh0hoqnQrE #corpgov

— Stefan Padfield (@ProfPadfield) September 21, 2018

“In today’s business world it has become increasingly popular to argue that companies should incorporate social and environmental value creation into their core business models. The anthropological record suggests a very different conclusion.” https://t.co/lexIOpuYWX #corpgov

— Stefan Padfield (@ProfPadfield) September 22, 2018

“14% of the companies in the S&P 1500 don’t have enough earnings before interest and taxes to cover interest expenses…. Those zombie companies are probably cringing as central bankers slowly end the easy-money days.” https://t.co/FScP7cyUzW #corpgov

— Stefan Padfield (@ProfPadfield) September 23, 2018

ICYMI: #corpgov Midweek Roundup (Sep. 19, 2018)

By Joshua Fershee on September 19, 2018

employee representation on corporate boards: “worker voice now represents best corporate governance practice in the majority of OECD countries, and … asset managers are voting on ‘other people’s money’: those people are usually employees saving for retirement” https://t.co/iY8gODen3A

— Stefan Padfield (@ProfPadfield) September 17, 2018

some “explanations for the…growth…of firms despite the imposition of fiduciary constraints….[1] by requiring many of their disputes to be arbitrated….[2] clients of financial conglomerates rarely sue their fiduciaries.” https://t.co/dSW8yWZtJQ #corpgov ht @ProfBainbridge

— Stefan Padfield (@ProfPadfield) September 17, 2018

“SEC and NYU to Host Sept. 21 Forum on High-Frequency Trading and Liquidity Resiliency” https://t.co/CnoIkXYsWD #corpgov

— Stefan Padfield (@ProfPadfield) September 17, 2018

“Virtually every major innovation in any industry—regardless of what it is, when it was created, or who created it—has one common denominator: at one point or another, it required financing. That means that finance is the very language of business ….” #corpgov https://t.co/ia5aQDEMqQ

— Stefan Padfield (@ProfPadfield) September 18, 2018

“What are business entities for? What are security interests for? … both … exist to partition assets …. Security interests construct asset pools subject to fixed priority …. Conversely, entities are associated with floating priority ….” https://t.co/fQpiThqK43 #corpgov

— Stefan Padfield (@ProfPadfield) September

ICYMI: #corpgov Weekend Roundup (Sep. 16, 2018)

By Joshua Fershee on September 16, 2018

“Whole Foods to bring back employee stock option program after calls to unionize” https://t.co/0u6XdO2dZ9 #corpgov

— Stefan Padfield (@ProfPadfield) September 13, 2018

“The broad antitrust consensus that has existed within the antitrust community in a relatively stable form for about 25 years is being challenged” https://t.co/231X64AZHP #corpgov ht @bjmquinn

— Stefan Padfield (@ProfPadfield) September 14, 2018

ICYMI: @adamwinkler‘s excellent book “We the Corporations” is one of “10 titles in the running for the National Book Award for nonfiction” https://t.co/pgyxNf01BE #corpgov

— Stefan Padfield (@ProfPadfield) September 15, 2018

“New York state’s top banking regulator on Friday sued the federal government to void its decision to award national bank charters to online lenders and payment companies, saying it was unconstitutional and put vulnerable consumers at risk.” https://t.co/9talm0RgWy #corpgov

— Stefan Padfield (@ProfPadfield) September 15, 2018

“we find that greater competition from S corporation banks increases the likelihood that rival C corporation banks convert to Subchapter S status…. competition from tax-advantaged firms influences the organizational form choice” https://t.co/g7cQHOUE2f #corpgov

— Stefan Padfield (@ProfPadfield) September 16, 2018

“the company made the decision in efforts to avoid controversy. ‘There is a wide range of viewpoints on the Nike controversy’ …. ‘Texas Farm Bureau &

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Nike’s Kaepernick Ad Is the Most Business Judgmenty Thing Ever

By Joshua Fershee on September 13, 2018

On Sept. 4, it was reported

Nike just lost about $3.75 billion in market cap after announcing free agent NFL quarterback Colin Kaepernick as the new face of its “Just Do It” ad campaign. It’s the 30th anniversary of the iconic TV and print spots.

At the time of this writing, the sneaker company’s intra-day market capitalization was $127.82 billion. On Friday, that number had been $131.57 billion.

Market capitalization is the market value of a publicly traded company’s outstanding shares.

Shares of NKE stock dropped about 4 percent on Tuesday morning, as #NikeBoycott has been trending on Twitter. The company’s valuation has since recovered a bit.

In light of the market cap loss, friend and co-blogger Stefan Padfield asked, via Twitter, “How much & what kind of information regarding projected backlash losses did Nike need to review in order to satisfy its duty of care to shareholders here?” My answer: very, very little and very, very limited.

How much & what kind of information regarding projected backlash losses did Nike need to review in order to satisfy its duty of care to shareholders here? “Nike Loses $3.75 Billion in Market Cap After Colin Kaepernick Named Face of ‘Just Do It'”

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ICYMI: #corpgov Midweek Roundup (Sep. 12, 2018)

By Joshua Fershee on September 12, 2018

In New Hampshire, “no state campaign finance statutes discuss, define, or even mention LLCs…. The LLC loophole is hardly a feature unique to New Hampshire’s campaign finance laws.” 41 Seattle U. L. Rev. 1227 #corpgov

— Stefan Padfield (@ProfPadfield) September 9, 2018

“CBS CEO & executive chairman Les Moonves made $650.2 million leading the company since … 2006…. He resigned on Sunday after multiple reports of sexual misconduct. He was negotiating a $100 million severance but might leave with” no severance https://t.co/qc5Fif1xhJ #corpgov

— Stefan Padfield (@ProfPadfield) September 10, 2018

“Nike regains share losses sparked by controversial Kaepernick campaign” https://t.co/LABw8EqgPl #corpgov

— Stefan Padfield (@ProfPadfield) September 11, 2018

JPMorgan “to boost philanthropic giving by 40% to $1.75 billion over five years. Mr. Dimon said that although investing in cities often has no immediate impact on the bank’s bottom line, over time it could boost consumer & small-business banking.” https://t.co/Iwmrf1Lv6i #corpgov

— Stefan Padfield (@ProfPadfield) September 12, 2018

Uber “may be saving more than $500 million a year by misclassifying its California drivers as independent contractors, according to a lawsuit that claims the ride-hailing company is flouting a ruling by the state’s highest court.” https://t.co/xQaheb5ett #corpgov

— Stefan Padfield (@ProfPadfield) September 12,

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Joshua Fershee

ICYMI: #corpgov Midweek Roundup (Oct. 10, 2018)

ICYMI: #corpgov Weekend Roundup (Oct. 7, 2018)

ICYMI: #corpgov Midweek Roundup (Oct. 3, 2018)

ICYMI: #corpgov Weekend Roundup (Sep. 30, 2018)

ICYMI: #corpgov Midweek Roundup (Sep. 26, 2018)

ICYMI: #corpgov Weekend Roundup (Sep. 23, 2018)

ICYMI: #corpgov Midweek Roundup (Sep. 19, 2018)

ICYMI: #corpgov Weekend Roundup (Sep. 16, 2018)

Nike’s Kaepernick Ad Is the Most Business Judgmenty Thing Ever

ICYMI: #corpgov Midweek Roundup (Sep. 12, 2018)

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