As some of you know, I have been a defender (although perhaps not a staunch one) of student-edited law reviews as a good learning experience for students. I have worked with students in ways that I really have enjoyed over the years. I also have had some lousy experiences. But even I admit that between the overwhelmingly negative blog commentary (to which I now add), including posts here and here by Steve Bradford here on the BLPB, and the experiences I relate here, I am having trouble sustaining my support for student-edited journals . . . .
Call for Crowdfunding Papers – Pisa, Italy – June 23-26, 2015
Received Saturday (edited slightly for publication here):
Dear Colleague,
Please consider submitting your work to the Track “Crowdfunding: a democratic way for financing innovative projects” @ the RnD Management Conference 2015.
The RnD Management Conference 2015 will be held in June 23-26 at Sant’Anna School of Advanced Studies in Pisa.
You can find more information on the Conference Track and on the submission process at the following link: http://www.rnd2015.sssup.it/.
I warmly apologize for cross-posting.
Best regards,
Cristina Rossi Lamastra, PhD
Associate Professor at Politecnico di Milano School of Management
Phone: 0039 0223993972
Fax: 0039 0323992710
Skype: crossi73
Web page: http://www.dig.polimi.it/index.php?id=308&tx_wfqbe_pi1[id]=52
Why is Steve Bainbridge So Angry?
I have previously blogged about Institutional Shareholder Services’ policy survey and noted that a number of business groups, including the Chamber of Commerce, had significant concerns. In case you haven’t read Steve Bainbridge’s posts on the matter, he’s not a fan either.
Calling the ISS consultation period “a decision in search of a process,” the Chamber released its comment letter to ISS last week, and it cited Bainbridge’s comment letter liberally. Some quotable quotes from the Chamber include:
Under ISS’ revised policy, according to the Consultation, “any single factor that may have previously resulted in a ‘For’ or ‘Against’ recommendation may be mitigated by other positive or negative aspects, respectively.” Of course, there is no delineation of what these “other positive or negative aspects” may be, how they would be weighted, or how they would be applied. This leaves public companies as well as ISS’ clients at sea as to what prompted a determination that previously would have seen ISS oppose more of these proposals. This is a change that would, if enacted, fly in the face of explicit SEC Staff Guidance on the obligations to verify the accuracy and current nature of information utilized in formulating voting recommendations.
The
Preventative Lawyering and Succession Planning
On Monday, The University of Tennessee (UT) College of Law hosted Larry Cunningham to talk about his book, Berkshire Beyond Buffett: The Enduring Value of Values, which he previewed with us here on the BLPB a few months ago in a series of posts (here, here, and here). As you may recall, the book focuses on corporate culture and succession planning at Berkshire Hathaway. Joining Larry at the book session was UT College of Law alumnus James L. (Jim) Clayton, Chairman and principal shareholder of Clayton Bank and the founder of Clayton Homes, one of the Berkshire Hathaway subsidiaries featured in the book. The impromptu conversation between Larry and Jim was an incredible part of the event (although Larry’s prepared presentation on the book also was great).
As part of the event, Larry and Jim answered a variety of audience questions. Included among them was a question from UT College of Law Dean Doug Blaze on the role of lawyers in management, transactions, and entrepreneurialism. As part of Jim Clayton’s response, he noted the value of preventative lawyering–advising businesses to keep them out of trouble. I was so glad, as a business law advisor
Do Small and Large Shareholders Have a Say on Pay?
Miriam Schwartz-Ziv from Michigan State University and Russ Wermers from the University of Maryland have written an interesting article in time for the next proxy season. The abstract is below:
This paper investigates the voting patterns of shareholders on the recently enacted “Say-On-Pay” (SOP) for publicly traded corporations, and the efficacy of vote outcomes on rationalizing executive compensation. We find that small shareholders are more likely than large shareholders to use the non-binding SOP vote to govern their companies: small shareholders are more likely to vote for a more frequent annual SOP vote, and more likely to vote “against” SOP (i.e., to disapprove executive compensation). Further, we find that low support for management in the SOP vote is more likely to be followed by a decrease in excess compensation, and by a more reasonable selection of peer companies for determining compensation, when ownership is more concentrated. Hence, the non-binding SOP vote offers a convenient mechanism for small shareholders to voice their opinions, yet, larger shareholders must be present to compel the Board to take action. Thus, diffuse shareholders are able to coordinate on the SOP vote to employ the threat that large shareholders represent to management.
Wrestling with Securities Regulation Policy and Morrison
On Friday, I participated in the 2014 Workshop for Corporate & Securities Litigation sponsored by the University of Richmond School of Law and the University of Illinois College of Law and held on the University of Richmond’s campus. Thanks to Jessica Erickson and Verity Winship for hosting an amazing group of scholars presenting impressive, interesting papers. I attended the workshop to test an idea for a paper tentatively entitled: “Policy and International Securities Fraud Actions: A Matter of Investor and (or) Market Protection?”
The paper would address an important issue in U.S. federal securities law: the extraterritorial reach of the general anti-fraud protections in Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 adopted by the U.S. Securities and Exchange Commission under Section 10(b). In a world where securities transactions often cross borders—sometimes in non-transparent ways—securities regulators, issuers, investors, and intermediaries, as well as legal counsel and the judiciary, all need clarity on this matter in order to plan and engage in transactions, advocacy, and dispute resolution. Until four years ago, the rules in this area (fashioned more as a matter of jurisdiction than extraterritorial reach) were clear, but their use often generated unpredictable results.
In
What do Jeremy Bentham and Norway’s Pension Fund Have in Common?
I used to joke that my alma mater Columbia University’s core curriculum, which required students to study the history of art, music, literature, and philosophy (among other things) was designed solely to make sure that graduates could distinguish a Manet from a Monet and not embarrass the university at cocktail parties for wealthy donors. I have since tortured my son by dragging him through museums and ruins all over the world pointing spouting what I remember about chiaroscuro and Doric columns. He’s now a freshman at San Francisco Art Institute, and I’m sure that my now-fond memories of class helped to spark a love of art in him. I must confess though that as a college freshman I was less fond of Contemporary Civilization class, (“CC”) which took us through Plato, Aristotle, Herodotus, Hume, Hegel, and all of the usual suspects. At the time I thought it was boring and too high level for a student who planned to work in the gritty city counseling abused children and rape survivors.
Fast forward twenty years or so, and my job as a Compliance and Ethics Officer for a Fortune 500 company immersed me in many of the principles
Convertibles, Exchangeables, and Derivatives . . . . Oh My!
I typically teach Corporate Finance as a planning and drafting course to 3L law students in the fall semester each academic year. (See my part of this transcription for some details.) This year is no different in that regard. I really like my Corporate Finance class this fall. The students all seem pretty motivated (although not in every class meeting) and are asking relevant “how to” questions in class.
I am in the midst of teaching my unit on convertible, exchangeable, and derivative instruments at the moment. This semester, I am teaching that unit in three 75-minute parts (after teaching one 75-minute class on hybrid instruments). The first part is an introduction to the instruments themselves. What are they and how do they operate? Where are the provisions authorizing them in state corporate law statutes? What do they look like and what are the key components of the operative (conversion, exchange, or exercise) provisions? The second part is a dive into the poison pill as an intriguing example. The third part is a look at common litigation issues affecting parties’ rights under these kinds of instruments (focusing on things like the characterization of transactions not expressly provided for in determining
Comment from the Student Archives- the Real Housewives Make an Appearance in Business Associations
I plan to write a more traditional blog post later if I have time, but I am in the midst of midterm grading hell. I was amused today in class when a student compared the drama of the Francis v. United Jersey Bank case with the bankruptcy, bank, and mortgage fraud convictions of husband and wife Joe and Teresa Guidice from the reality TV hit the Real Housewives of New Jersey.
I had provided some color commentary courtesy of Reinier Kraakman and Jay Kesten’s The Story of Francis v. United Jersey Bank: When a Good Story Makes Bad Law, and apparently Mrs. Pritchard’s defenses reminded the student of Teresa Guidice’s pleas of ignorance. Other than being stories about New Jersey fraudsters, there aren’t a lot of similarities between the cases. Based on my quick skim of the indictment I don’t think that Teresa served on the board of any of the companies at issue–Joe apparently had an LLC and was the sole member, and the vast majority of the counts against the couple relate to their individual criminal conduct. In addition, Teresa is also going to jail, and no one suffered that fate in United Jersey.
More from the Student Comment Archives . . . . Swiss Vereins?!
OK. I cannot compete with the brevity or humor of the student comment Steve Bradford posted earlier today. [sigh] But my post today does relate to a student comment/question–one from my Business Associations course earlier this semester. Specifically, a student posted the following on our class discussion board under the title “Swiss Vereins and piercing the veil”:
I was curious about Swiss Vereins and how that works when trying to pierce the veil since a Swiss Verein consists of independent offices that have limited liability amongst them. Would it have been beneficial for Westin [referring to the Gardemal v. Westin Hotel Co. case] to have used such a structure instead of having Westin Mexico be a subsidiary? It seems that most Swiss Vereins are large law firms, such as DLA Piper and Baker & McKenzie or accounting firms, such as Deloitte.
This is the first time a student has asked me about the Swiss verein structure in my almost fifteen years of teaching. My familiarity with Swiss vereins comes solely from what I have read and heard over the years. I never advised a firm in setting one up (or deciding not to). Here is the core substance of my