In last week’s post, I wrote that a common theme – largely based upon industry feedback – at a recent conference I attended was the importance of having and teaching good communication skills to our students. Given their training, professors teaching law are particularly well-positioned to promote this objective. Today, I happened across a relatively recent article on Inc.com (via LinkedIn) reinforcing this theme, and wanted to share it with readers. In sum, Tommy Mello’s LinkedIn CEO says There’s 1 Professional Skill You Should Pick Up to Boost Your Resume (It Has Nothing to Do with Tech) shares that Jeff Weiner, CEO of LinkedIn, argues that “soft skills, including oral communication, team-building, and leadership skills” are what employers are most looking for these days. Mello provides an interesting list of questions he asks “hiring managers to ask when conducting interviews,” which are designed to test: willingness to learn, commitment, communication, humility and self-awareness, and task management. It’s a quick, worthwhile read that I think is also both an opportunity for reflection on how the importance of communication skills are incorporated into our courses and a bit of a counterbalance to concerns about increasing job automation.
Summit on the Profession of Business Law
Last Thursday and Friday, I attended a truly worthwhile event: the first “Summit on the Profession of Business Law” at the University of Connecticut School of Business. Its organizer, Robert Bird, Professor of Business Law and Eversource Energy Chair in Business Ethics Marketing, did an excellent job of assembling a diverse program of interesting and informative sessions, and described the motivating purpose of the conference as follows:
Increasingly complex and challenging regulations have pressured organizations to manage legal risk or face costly penalties. Individuals who understand how to use the law to build creative relationships and solve difficult problems add value to their organizations. Business schools are challenged to train students to demonstrate ethical values, apply critical thinking, adapt to change, and show attention to detail. As a result, there is a growing need for business schools to train future leaders who are legally educated and astute. The purpose of this summit is to exchange knowledge and encourage best practices in business law and ethics that respond to changing demands of a broad array of stakeholders.
Although aimed at business law educators in business schools, the conference brought to my mind a number of general
Confining Lenders With CDS Positions
As it’s a holiday weekend, I’ll be brief and flag for readers one of the most intriguing news stories – given my research interests – that I came across this past week. In Sirius Computer moves to block derivatives holders from speculation, Kristen Haunss notes:
Language in the financing package backing Sirius’ buyout by private equity firm Clayton, Dubilier & Rice (CD&R) prohibits lenders that own derivative positions from voting on company matters, according to three sources familiar with the loan credit agreement. As investor activism rises, the borrower wants to prevent these holders from declaring a default that could pay off for their hedged trades.
It’s an interesting move to limit potential strategic behavior by lenders with CDS positions. The story notes that additional such limitations could be seen in the future. If you want to learn more about recent cases of such strategic lender behavior, a great place to start would be Gina-Gail S. Fletcher’s Engineered Credit Default Swaps: Innovative or Manipulative?, which will be published in the New York University Law Review.
Farewell, John Nagle
Today, I thought of Haskell Murray’s recent post, Reflections on the Life of a Smiling, Selfless Educator: Rivers Lynch, in thinking about paying tribute to my former colleague, mentor, and friend, University of Notre Dame Law School Professor John Nagle, who passed away yesterday. Like so many, I am stunned and devastated by John’s death. He too was a smiling, selfless educator who positively impacted the lives of so many.
John was a tremendous scholar in the areas of environmental law, property, legislation & regulation, and biodiversity and the law. Yet because of his characteristic selflessness, I could always as his junior colleague count on him to critically read and comment on my work on topics such as the Federal Reserve and clearinghouses! His feedback, in addition to his lasting support and encouragement, has been a priceless gift in my life. I will be forever grateful.
Others have written about how John creatively integrated his life and research. For example, he managed to “convert his love of the outdoors and our national parks into a research agenda.” In catching up with John, I always loved hearing about his most recent national park adventure. And
Humans, Robots, Industrialization, and Tax Policy
In general, I’m probably about as excited to listen or read about the area of tax law as most people are about the area of clearing and settlement (not that I understand this!). However, at a January 2019 symposium organized by the University of Pennsylvania Journal of Business Law, in collaboration with the Center for the Study of Business Ethics, Regulation, & Crime at the University of Maryland, on Harmonizing Business Law, Kathryn Kisska-Schulze & Karie Davis-Nozemack completely captured my attention in a presentation that focused on “the intersection of U.S. industrialization with employment and innovation tax policies.” I’d never given any thought to the potential implications of the increasing automation of the workplace for existing social safety nets. Yet it immediately struck me as a critical, timely issue.
So, I was delighted this weekend to have a chance to read their recently posted article, Humans vs. Robots: Rethinking Policy for a More Sustainable Future (forthcoming, Maryland Law Review). I learned a lot. For example, I never knew that in addition to writing about the “invisible hand” and moral sentiments, that Adam Smith also wrote about tax! As this article is a really interesting read about a topic
Clearinghouse Stress Testing
This past week, the Commodity Futures Trading Commission (CFTC) released its third clearinghouse supervisory stress test report (see reports for 2016 and 2017). The tests were based upon positions at CME Clearing and LCH Limited, and consisted of: 1) “reverse stress tests of CCP [clearinghouse] resources,” covering futures and options at CME and interest rate swaps at LCH, and 2) an “analysis of stressed liquidation costs,” covering certain interest rate swaps house accounts at LCH .
Among the encouraging findings of these tests were:
Although encouraging, these results should not be taken as an invitation to complacency in this area. Indeed, as the CFTC’s news release about the tests
A Comment or Two on Lamps Plus v Varela
I’ve begun expanding my interest in the dispute resolution area to include research (I’ve been a practitioner and teacher). Along with my OU legal studies colleague, Professor Dan Ostas, I’m currently working on an arbitration article (readers, however, should take this post as expressing my views, and not necessarily his). So, when the U.S. Supreme Court decided Lamps Plus, Inc., et al. v Frank Varela this past Wednesday, I immediately had some careful reading to do.
Frank Varela was one of many Lamps Plus employees who upon beginning their employment with the company had signed an arbitration agreement and, as a result of a data breach, had had his tax information stolen. After Varela’s information was used to file a false tax return, he filed a class action suit against Lamps Plus in a Federal District Court in California. Lamps Plus motioned to compel bilateral arbitration, and to dismiss the suit. The District Court dismissed Varela’s claims, ordered arbitration, and authorized it to proceed on a classwide basis. Lamps Plus appealed. The Ninth Circuit Court of Appeals affirmed (with one judge dissenting). No language in the arbitration agreement explicitly addressed classwide procedures. Nevertheless, the Ninth Circuit viewed the
Speaking To Influence
Leadership “must be in the air” as co-blogger Joan Heminway recently wrote (here and here). I agree. Last week, I had a chance to connect with Dr. Laura Sicola, a close friend from my days as a UPenn PhD student, and the founder of Vocal Impact Productions. She shared that her second book on leadership, Speaking To Influence: Mastering Your Leadership Voice, would be released this Tuesday, April 16. Exciting news!
Many good books have been written on leadership. What’s unique about Sicola’s work is her focus on the role of voice in building one’s executive presence. In a highly-insightful TedxPenn talk with over 5.5 million views, Sicola notes that executive presence is thought to consist of: appearance, communication skills, and gravitas. However, she argues that there’s a “missing link” uniting these considerations. That link, according to Sicola, is vocal executive presence. How one delivers information can reinforce and establish executive presence or undermine it. She explains what it means for the voice to have both a cognitive and an emotional impact on listeners. In sum, “if you want to be seen as a leader, you have to sound like one.”
Here’s a
The New American Model of Equity Finance
In my undergraduate course, The Law of Business Organization, we’re studying material on “Investor Protection, Insider Trading, and Corporate Governance.” During our last class, we examined the registration statement for last year’s Dropbox IPO. Before this exercise, however, we reviewed a highly-generalized funding life cycle for businesses in the U.S. that eventually went public. In doing this, I shared with students that an important caveat to this presentation was the increasing role of private capital in U.S. debt and equity markets. I mentioned that the cost not only of going public, but also of the related and continuing reporting and compliance requirements could be a potential explanation for this shift. As it turns out, I’m planning to supplement my explanation of the role of regulation in this shift during tomorrow’s class.
Several weeks ago, I mentioned in a post the increasing role of private capital in U.S. capital markets. Shortly thereafter, I was chatting with my Finance Division colleague, Bill Megginson, about this trend and other financial market developments. It proved to be good timing as Megginson (along with coauthors Gabriele Lattanzio and Ali Sanati) had recently posted a new article, Listing Gaps, Merger Waves, and
Bankruptcy’s Cathedral
At the 2018 Annual Conference of the Academy of Legal Studies in Business, I spoke on a panel, New Developments in Corporate Governance, with Vincent S.J. Buccola, Gideon Mark, Josephine Sandler Nelson, and David Zaring, the organizer (thanks again, David!).
Buccola discussed governance aspects of corporate bankruptcy law in the modern economy. I was particularly intrigued by his argument that “Bankruptcy law is potentially valuable…insofar as it can toggle from property to liability rule in domains where legal or practical impediments prevent investors from arranging their own, “tailored” toggles.”
I’ve taught Corporate Bankruptcy, and in my research at the time, I was analogizing bargaining processes in the context of the recovery and resolution of clearinghouses to bargaining processes in private restructurings and formal bankruptcy filings. I wondered about the potential application of Buccola’s work within the clearinghouse context, and have been eagerly awaiting his article. I’m excited to share with readers that the wait is over! Bankruptcy’s Cathedral: Property Rules, Liability Rules, and Distress, an impressive and significant new work, is forthcoming in the Northwestern University Law Review, and also now available on SSRN. Here’s its abstract:
What justifies corporate bankruptcy