The numbers are in on SEC Dodd-Frank conflict minerals filings. According to a Tulane study, the average company spent over half a million dollars to comply. A review by law firm Schulte Roth & Zabel shows how meaningless (in my view), some of those filings were. Meanwhile, Canada failed to pass another conflict minerals bill and NGOs are pressuring the EU to step up to the plate for more rigorous regulation. I continue to believe that there has to be a better way to resolve a deadly human rights crisis, and that disclosure and due diligence in the supply chain are important but are not the solutions.
Update: Call for Papers – ITEM 6
Call for Papers
ITEM 6 – Lyon
Microfinance: Coaching, Counting, and Crowding
The Banque Populaire Chair in Microfinance of the Burgundy School of Business (France) organizes the 6th edition of the annual conference “Institutional and Technological Environments of Microfinance” (ITEM) in March 2015 (17, 18, 19) in Lyon, France. This conference was initially programmed in Tunis, Tunisia within the campus of l’École supérieure du commerce de Tunis.
The 6th edition brings together–but is not limited to–three major issues that are shaping the sector of microfinance: Coaching, Counting, and Crowding.
Coaching in microfinance provides training in business and soft skills (attributes enhancing an individual’s interactions and self-performance) that the poor micro-entrepreneurs rarely have. Increasingly, microfinance academics and practitioners consider building the human capital of micro-entrepreneurs as a critical ingredient of moving out of poverty.
Counting and tracking the microfinance clients and prospects with information technologies not only lessen information asymmetry, but also lower the transaction cost of financial intermediation. Corollary: information technologies can open ways for offering financial services to the poor as a normal way of doing and extending normal business and accelerate their social integration.
Crowding, based on Web 2.0 technologies, enables direct interactions between millions
Georgetown University Law Center – Transactional Clinic
Georgetown University Law Center invites applicants interested in establishing and teaching in a transactional clinic. This position is tenure track. The successful applicant will begin on July 1, 2015. Georgetown seeks to add to its spectrum of business related clinics. Currently we offer clinics that teach business formation in the field of social entrepreneurship, community development and strategic planning, and that assist low income residents in the acquisition, renovation, and operation of their buildings as long-term affordable housing.
At Georgetown Law, professors dedicated to clinical teaching are fully integrated into the faculty. Both entry level and lateral hires are urged to apply. The person selected for this position would join our large clinical community, develop the clinic, be assisted by a clinical fellow and teach the clinic each semester.
The successful applicant will have a strong commitment to promoting access to justice and a demonstrated interest in nurturing student development. Candidates must demonstrate intellectual engagement including scholarly promise (for entry-level candidates) or be a proven scholar (for lateral candidates). Successful applicants will also have subject-matter expertise and a positive reputation in the field, the communication, organizational and collaborative skills necessary to direct and manage a clinic and a commitment to teaching
Cover Letters for Legal Job Applications
As on-campus interviews slow down, a lot of students now are coming to me looking for cover letter advice. Since co-blogger Haskell Murray more-or-less asked me to write on this topic in response to a comment on his super post on resumes and interviews, I thought I would take the bait. My principal thoughts on the subject are set forth below the fold. Some of my observations and elements of my advice are conservative and anally compulsive, I know. But consider the source: I worked in Big Law for fifteen years before I started teaching law and served on a number of office hiring committees over that time.
Thee are many good websites out there on cover letter drafting. Most of the advice they give is good, but it is somewhat varied. There are some things common and traditional in law job cover letters that may help students sift through the Internet prattle and settle on specific approaches. That’s the overlay I hope to offer here.
More on LLCs as Non-Signatories of Operating Agreements . . .
In recent blog posts, two of my favorite bloggers, Keith Paul Bishop and Steve Bainbridge, have highlighted for our attention Delaware and California statutes providing (differently in each case) that an LLC and, at least in Delaware, its managers and members, are bound by the LLC’s operating agreement even if they do not sign that agreement. Bishop notes in his post that the California “RULLCA creates an odd situation in which LLCs are bound by contracts that they did not execute and to which they seemingly are not parties.” In his post Bainbridge cites to the Bishop post and another post by Francis Pileggi. Certainly, they all have a point. For students of contract law, the conclusion that a non-party is bound by a contract does not seem to be an obvious result . . . .
The flap in the blogosphere has its genesis in a recent Delaware Chancery Court decision, Seaport Village Ltd. v. Seaport Village Operating Company, LLC, et al. C.A. No. 8841-VCL. The limited liability company defendant in that case raised as its only defense that it was not a party to the limited liability company agreement and therefore was not bound. Unsurprisingly in light of applicable Delaware law, Chancellor Laster found the defense wanting as a matter of law.
This issue has more history than my brother bloggers point out, some of which is included in the brief Seaport Village opinion. I probably don’t have all the details, but set forth below is some additional background information that may be useful in thinking about the binding nature of LLC operating agreements. Others may care to fill in any missing information by leaving comments to this post.
Section 11 Actions Based on Statements of Belief
Omnicare is back in court. This time, it is petitioning the Supreme Court for relief in a legal battle under Section 11 of the Securities Act of 1933, as amended. The question presented (as quoted from the cert petition) is:
For purposes of a Section 11 claim, may a plaintiff plead that a statement of opinion was “untrue” merely by alleging that the opinion itself was objectively wrong, as the Sixth Circuit has concluded, or must the plaintiff also allege that the statement was subjectively false—requiring allegations that the speaker’s actual opinion was different from the one expressed—as the Second, Third, and Ninth Circuits have held?
If this case sounds familiar to you, that may be because co-blogger Ann Lipton already has written about the case here on the BLPB. As it turns out, Ann and I each have signed onto amicus briefs in the case supporting the same side–the respondents. The brief that Ann is on can be found here. The question addressed in that brief is “[w]hether an objectively incorrect statement of opinion is actionable under Section 11 . . . only if it was subjectively disbelieved by the defendant.” Jay Brown‘s brief, of which I am a named co-author (together with Lyman Johnson and Celia Taylor), is here. We address “[w]hether, for purposes of issuer liability under Section 11 . . . a statement in a registration statement attempting to characterize a verifiable, present fact about the legal validity of contracts as a ‘belief’ rather than a fact can shield an issuer from liability.”
Call for Crowdfunding Book Chapter Proposals
I am passing on the English translation of a call for book chapters issued by a friend and colleague in Dijon, France. The book is international and has a broad business management focus.
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As the editor of a forthcoming book, it is my greatest pleasure to invite you to submit articles as chapters. The tentative title is: Strategic Managerial Approaches to Crowdfunding Online. The book will be published by IGI Global publishers in the USA, within the series “Advances in Business Strategy and Competitive Advantage (ABSCA).”
Please read carefully the following guidelines for submission:
The context
The emerging crowdfunding phenomenon is a collective effort by individuals who network and pool their money together, usually via the internet and without any specific conventional financial intermediation, in order to invest in and support for-profit, artistic, and cultural ventures initiative undertaken by other people or organizations. The spontaneous interactions and transactions between individuals allow relatively considerable fund raisings by drawing on small contributions from a relatively large number of individuals using the Internet, without standard financial intermediaries.
The advent of crowdfunding coincides with the democratization of information technologies that enable people to contact, interact, collaborate and exchange at lowest costs, if not for free. In fact, information technologies have allowed the drastic reduction of transaction costs and by the same the revival of ancient forms of transactions such as auctions, barter, tenders, recycling, and direct transactions between individuals.
Many platforms encourage crowdfunding such as Kiva, Babyloan, MyC4 in lending to the poor entrepreneurs, Prosper, Kapipal and Zopa in P2P social lending, Kickstarter, MyMajorCompany in entrepreneurial projects, SellaBand in music, etc.
Call for Papers – 6th International Conference on Institutional and Technological Environment for Microfinance (ITEM 6)
Call for Papers
ITEM 6 – Tunis, Tunisia
Microfinance: Coaching, Counting, and Crowding
The Banque Populaire Chair in Microfinance of the Burgundy School of Business (France) and l’École supérieure du commerce de Tunis jointly organize the 6th edition of the annual conference “Institutional and Technological Environment of Microfinance” (ITEM) in March 2015 (17, 18, 19) in Tunis, Tunisia.
The 6th edition brings together–but not limited to-three major issues, which are shaping the sector of microfinance: Coaching, Counting, and Crowding.
Coaching in microfinance provides training in business and soft skills (attributes enhancing an individual’s interactions and self-performance) that the poor micro-entrepreneurs rarely have. Increasingly, microfinance academics and practitioners consider building the human capital of micro-entrepreneurs a critical ingredient of moving out of poverty.
Counting and tracking the microfinance clients and prospects with the information technologies not only lessen information asymmetry, but also lower the transaction cost of financial intermediation. Corollary: information technologies can open ways for offering financial services to the poor as a normal way of doing and extending normal business, and accelerate their social integration.
Crowding, based on the Web 2.0 technologies, enables direct interactions between millions of lending and borrowing people. Through crowdfunding, micro and
Crowdfunding and Medical Philanthropy
Crowdfunding site GoFundMe recently removed the funding page for a person looking to crowdfund her abortion. Past crowdfunding campaigns have funded fertility treatments, gender confirmation surgeries, organ transplants, and other medical procedures and treatments. Watsi is an entire crowdfnding platform dedicated to financing medical care for patients through donations. While I usually research and write about crowdfunding business entities and projects, the crowdfunding of medical procedures and treatments has gotten more and more traction with those needing or wanting financial assistance for expensive medical care. It seemed like a good time to say something about it . . . . But what to say?
More on Political Leaders and Private Industry Leaders
Last week, I posted my observations (musings?) relating to a colloquy that I had with Tennessee Governor Bill Haslam at an event sponsored by the C. Warren Neel Corporate Governance Center on The University of Tennessee’s Knoxville campus. At almost the same time, and not at all related to my attendance at that event, I picked up a reprint of a recent article, CEOs and Presidents, authored by Tom Lin at Temple. Tom and I often work in overlapping fields. In particular, both of us have shown interest, from different perspectives, in substantially similar issues relating to corporate executives.
I commend Tom’s article to you. It provides a lucid and engaging comparison of CEOs and Presidents (as the title suggests). (His analysis is, of course, significantly more rich and nuanced than the reflections I shared in my earlier post.) But Tom’s piece doesn’t stop there. It goes on to critique the desirability of the “President as CEO” model based on the harms posed to both corporations and democracies and also highlights some important lessons we can learn from his study.
I do want to challenge Tom on one provocative statement that he makes in the article, however. After critically commenting on the dangers of (among other things) government reliance on private industry and values in the accomplishment of its objectives, he observes that “[g]overnment and corporations are not actual or conceptual substitutes for one another, but are complements of one another.” He lists examples and avows that both government and private industry are optimized when they collaborate.