One of our readers (thanks, Tom N.) brought this to my attention earlier today. I have passed it on to some folks internally here at UT Law. Scammers who prey on students to extract money from them to pay a “Federal Student Tax” deserve their own special place on the Wall of Shame. ‘nough said.
Grade Inflation and Participation Trophies
A few months ago, Inside Higher Ed ran a story that noted “that grades continue to rise and that A is the most common grade earned at all kinds of colleges.” (emphasis added). This finding surprised me. I knew grade inflation was becoming more and more common, but I did not expect A to be the most common grade earned, especially in the undergraduate setting.
The article reported that A’s accounted for “more than 42 percent of grades” and “A’s are now three times more common than they were in 1960.” (emphasis added).
This grade inflation trend is a mistake, in my opinion. And it is a trend that is impacting graduate schools as well. At the law school I attended, they moved from a 100-point scale and a 78-point mean when I attended, to letter grades and a much higher mean GPA. I understand why my alma mater made the move; they were very different than other law schools, even at the time, and a student with an 85% average had a tendency to be discounted by employers, even if that person was in the top 10% of her class. Business graduate schools may well have led the grade
Benefit Corporation M&A – The (In)Sufficiency of Financial Fairness
Well, given that I just spent several hours constructing a somewhat lengthy post that I apparently lost (aargh!), I will keep this relatively short.
This summer, I am working on a benefit corporation project for the Annual Adolf A. Berle Symposium on Corporation, Law and Society (Berle VIII) to be held in Seattle next month. In that connection, I have been thinking about litigation risk in public benefit corporations, which has led me to consider the specific litigation risks incident to mergers and acquisitions (“M&A”). I find myself wondering whether anyone has yet done a benefit corporation M&A transaction and, if so, whether a checklist might have been created for the transaction that I could look at. I am especially interested in understanding the board decision-making aspects of a benefit corporation M&A transaction. (Haskell, maybe you know of something on this . . . ?)
Preliminarily, I note that fairness opinions should not carry as much weight in the benefit corporation M&A approval context, since they only speak about fairness “from a financial point of view.” Benefit corporation boards of directors must consider not only the pecuniary interests of shareholders in managing the firm, but also the firm’s articulated public benefit or benefits (which
CNM Conference Reflection
As previously mentioned, last week I presented at the Center for Nonprofit Management’s Bridge to Excellence Conference.
Below I share a few thoughts. Some of these thoughts I have shared before about other conferences, but I think they bear repeating.
- Value of Practitioner Conferences. As an academic, it is easy for me to stay mostly in the academic world. I do think, however, going to practitioner conferences can be quite useful. Maybe most important, these conferences can help you meet people who are in practice, especially in your local area. People I have met at practitioner conferences have served as guest speakers in my classes, provided individual advice to students, helped students find jobs, and provided ideas for blog posts and scholarship. Practitioner conferences can also be useful as they tend to address very practical problems and remind me that I want my scholarship to speak to not only academics, but also the bar, bench, and business people. Attending one practitioner conference can lead to more opportunities—other speaking engagements, board member openings, and consulting opportunities, and the like.
- Check Technology Before Speaking. I learned this early in my academic career, and I found the IT person well before my talk and made
King & Spalding Web Seminar on Corporate Political Activity
Today, I received notice of a web seminar on corporate political activity to be hosted by one of my former firms, King & Spalding.
Interested readers can register for the free web seminar here.
More information, from the notice I received, is reproduced below.
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Election 2016: What Every Corporate Counsel Must Know About Corporate Political Activity
Thursday, May 26, 2016, 12:30 PM – 1:30 PM ET
In this election year, corporations and their employees will be faced with historic opportunities to engage in the political arena. Deciding whether and how to do so, however, must be made carefully and based on a thorough understanding of the relevant law. In this presentation, King & Spalding experts will address this timely and important area of the law and provide the guidance that corporate counsel need when engaging in the political process.
Title III Crowdfunding is LIVE!
OK. I count 17 Form C filings (not including a few amended filings, two of which are noted below) on “Day 1” of U.S securities crowdfunding. Not a bad showing for the first day out, in my view.
First in line? Bloomery Investment Holdings, LLC with an offering of LLC interests on StartEngine Capital LLC. The firm filed its Form C a bit after 6:30 AM. Early risers! Eager beavers! (Maybe too eager, since an amendment was filed less than two hours later–apparently because the attendant Form C .pdf was rejected in the initial filing.) The firm’s subsidiary is a moonshine-based liqueur producer. At this writing, $11,700 of the target threshold funding of $300,000 (1000 units at $300 per unit) has been committed–$288,300 to go! ($600 came in while I was typing this post.) And it looks like the base of operations is in West Virginia, Josh! Do you know these folks? (Slogan: “Take a Shot on Us.”)
StarEngine also is hosting another crowdfunded offering filed today. The issuer on this offering, GameTree PBC (yes, Haskell, a public benefit corporation!), a social network for gamers based in Solana Beach, California. GameTree is selling common stock at $2 per share and
The Roles of Nonprofit Board Members
Yesterday, I presented on negotiation theory and stakeholder engagement at the Center for Nonprofit Management’s Bridge to Excellence Conference.
At a session after mine, I was directed to a PowerPoint entitled What Every Board Member Should Know: A Guide for Tennessee Nonprofits. The PowerPoint was authored by the Tennessee Attorney General, the Tennessee Secretary of State, and the President of the Center for Nonprofit Management. The document is rather simple, but might be useful as a primer for nonprofit board members in Tennessee.
The conference attendees appeared to be a few hundred nonprofit practitioners and only about three or four professors, two of whom were among the presenters. After my morning presentation, I stuck around and listened to some of the other speakers and enjoyed an excellent lunch. I am a sucker for free food.
At the conference, I was struck by how nonprofit board members were discussed by some of the speakers and attendees. One question that was posed was – “how do you deal with a board member who is not pulling his or her weight as a fundraiser?” I guess I knew that nonprofit board members were chosen, at least in part, for their ability
Save the Date – Washington & Lee Symposium Honoring Two of Business Law’s Greatest Scholars
This is just to give everyone a “heads up” on a symposium being held this fall (Friday, October 21 and Saturday, October 22) to honor Lyman Johnson and David Millon. The symposium is being sponsored by the Washington & Lee Law Review (which will publish the papers presented), and I am thrilled to be among the invited speakers. I will have more news on the symposium and my paper for it as the date draws nearer. But I wanted everyone to know about this event so that folks could plan accordingly if they want to attend. I understand Lexington, Virginia is lovely in late October . . . . Actually, it’s always been lovely when I have been up there! And the honorees and contributors are a stellar group (present company notwithstanding). I hope to see some of you there.
Monday Business Law Fun: Goldilocks, Consumer Protection, and Over-Caffeinating
[Please keep in mind as you read this post that my daughter is a Starbucks partner. Any pro-Starbucks bias in this post is unintended. But you should factor in my affiliation accordingly.]
Maybe it’s just me, but the publicity around the recent suit against Starbucks for putting too much ice in their iced beverages made me think of Goldilocks and her reactions to that porridge, those chairs, and those beds. First it was McDonald’s, where the coffee was too hot. Now it’s Starbucks, where the coffee is too cold–or, more truthfully, is too watered down from frozen water . . . . (And apparently I missed a Starbucks suit earlier this year on under-filing lattes . . . .)
Different types of tort suits, I know. I always felt bad about the injury to the woman in the McDonald’s case, although the fault issue was truly questionable. The recent Starbucks case just seems wrong in so many ways, however. This is a consumer dispute that is best addressed by other means. I admit to believing this most recent suit is actually an abuse of our court system.
How might a customer who is truly concerned about a substandard beverage attempt to remedy the wrong?
Josephine Sandler Nelson on Volkswagen
Thought Josephine Sandler Nelson’s recent Oxford Business Law Blog post on Volkswagen might be of interest to our readers. It is reposted here with permission.
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Fumigating the Criminal Bug: The Insulation of Volkswagen’s Middle Management
New headlines each day reveal wide-spread misconduct and large-scale cheating at top international companies: Volkswagen’s emissions-defeat devices installed on over eleven million cars trace back to a manager’s PowerPoint from as early as 2006. Mitsubishi admits that it has been cheating on emissions standards for the eK and Dayz model cars for the past 25 years—even after a similar scandal almost wiped out the company 15 years ago. Takata’s $70 million fine for covering up its exploding air bags in Honda, Ford, and other car brands could soon jump to $200 million if a current Department of Justice probe discovers additional infractions. The government has ordered Takata’s recall of the air bags to more than double: one out of every five cars on American roads may be affected. Now Daimler is conducting an internal investigation into potential irregularities in its exhaust compliance.
A recent case study of the 2015-16 Volkswagen (‘VW’) scandal pioneers a new way to look at these scandals