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Marcia Narine Weldon

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Professor Narine Weldon is the director of the Transactional Skills Program, Faculty Coordinator of the Business Compliance & Sustainability Concentration, Transactional Law Concentration, and a Lecturer in Law.

She earned her law degree, cum laude, from Harvard Law School, and her undergraduate degree, cum laude, in political science and psychology from Columbia University. After graduating, she worked as a law clerk to former Justice Marie Garibaldi of the Supreme Court of New Jersey, a commercial litigator with Cleary, Gottlieb, Steen and Hamilton in New York, an employment lawyer with Morgan, Lewis and Bockius in Miami, and as a Deputy General Counsel, VP of Global Compliance and Business Standards, and Chief Privacy Officer of Ryder, a Fortune 500 Company. In addition to her academic position, she serves as the general counsel of a startup and a nonprofit.  Read More

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Keep reading only if you have 3 minutes that you don’t care about being productive or relating to business law, at least not directly.

The Federal Election Committee issued a proposed draft of an advisory opinion on a question brought by Huckabee for President,  Inc.–the committee responsible for the 2016 presidential campaign of  former Arkansas Governor Mike Huckabee.  The Committee wanted to know if it can use part of a legal defense fund to pay a settlement. The FEC says yes.  This isn’t an election law blog, so I won’t go into the details.  The litigation arose over the campaign’s use of the song “Eye of the Tiger“.  The FEC,  feeling quite cheeky writes the following: 

The complaint, seeking injunctive relief and monetary damages, alleged that 21 the Committee had violated federal copyright law by playing the song “Eye of the Tiger” at a campaign event on September 8, 2015. The Committee, rising up to the challenge of its rival, incurred attorneys’ fees and other expenses in defending itself in that litigation. After briefly relishing the thrill of the fight, the parties settled the lawsuit for an undisclosed amount.

Has the political circus of the 2016…

If you’ve been slamming away on a writing deadline then perhaps you’ve missed the opportunity (like me) to dive into the recent Chancery Court of Delaware Dell appraisal rights opinion (downloadable here).  Have no fear, your summary is here.

Vice Chancellor Laster valued Dell’s common stock at $17.62 per share, reflecting a 28% premium above the $13.75 merger price that was paid to Dell shareholders in October 2014 in a going private transaction lead by company-founder Michael Dell. Dell’s going private transaction was opposed by Carl Icahn and this juicy, contentious transaction has its own required reading list.  When conceding defeat, Carl Icahn sent the following letter to Dell Shareholders:

New York, New York, September 9, 2013 

Dear Fellow Dell Inc. Stockholders:

I continue to believe that the price being paid by Michael Dell/Silver Lake to purchase our company greatly undervalues it, among other things, because:

1. Dell is paying a price approximately 70% below its ten-year high of $42.38; and

2. The bid freezes stockholders out of any possibility of realizing Dell’s great potential.

Fast forward nearly 3 years later and it seems Vice Chancellor Laster agrees.  VC Laster reached his undervaluation decision despite no finding of significant…

Readers attending Law & Society in New Orleans at the end of the week should make a note of the following corporate and securities law panels taking place on Friday, June 3rd and Saturday, June 4th.   

FRIDAY, JUNE 3

 
   

2:45 PM – 4:30 PM

1146—Panel Session—Financial Market Regulation

Room: Salon C, NOLA Marriott

4:45 PM – 6:30 PM

1147—Panel Session—Rulemaking, National and International

Room: Salon C, NOLA Marriott
   
   

SATURDAY, JUNE 4

 
   

8:15 AM – 10:00 AM

1150—Panel Session—Investors, Consumers, and the Public  Interest

Room: Salon C, NOLA Marriott        

2:45 PM – 4:30 PM

1152—Panel Session—Corporate Governance and Value

Room: Salon C, NOLA Marriott

2:45 PM – 4:30 PM

2895—Roundtable—Corporate Diversity: Comparative and Critical Perspectives

Room: Galerie 5, NOLA Marriott

4:45 PM – 6:30 PM

1154—Panel Session—Addressing Agency Costs and Corporate Wrongdoing

Room: Salon C, NOLA Marriott

*updated  June 1st at 4:20 to include 2 additional panels submitted by a reader (Shlomit  Azgad-Tromer)

Thursday June 2nd : Power Business and Legal Practice, 12:45- 2:30 PM
Friday June 3rd : Stakeholders and the Corporation, 4:45-6:30 PM

-Anne Tucker

It is that time of year again when law profs are up to their ears in grading exams. (Unless one teaches on the continent, where exams are oral.) Given my location in the UK, I thought I would provide a few insights on what we do here.  These are my own personal reflections and I may not be able to generalise about what gets done across the board, though in the UK we probably have more uniformity of policies among law schools and universities generally than in the US. What I am about to say is nowhere near complete in coverage. I want to focus here only on some differences which caught my particular attention as an American teaching in the UK.

Preliminarily, we don’t use the word “grading.”  The term is “marking.” This is terminological. They mean the same thing. I’ll stick to the American terminology here.

We allocate grading and just about every other task to be done in a British law school through something called a “workload allocation.” A workload allocation is a bit of distributive justice. It is meant to allocate work in the school fairly among all faculty (we say staff but I’ll stick to the US word). So, if you are called upon to chair a busy committee, you get credit for that in the workload. The workload will include time for you to do scholarship if scholarship is part of your job.

Here comes the interesting part for those of you saddled with large classes and large amounts of exam grading: exam grading is also subject to the workload allocation. You may be asked to grade in a course (a ‘module’) you did not teach.

Last week the SEC announced insider trading charges against former-Dean Foods Company board member Thomas C. Davis and professional sports gambler, William “Billy” Walters of Las Vegas.  Involved in the case is professional golfer, Phil Mickelson, named as a relief defendant in the case. Davis owed money to Walters and began passing along confidential information first about Dean Foods, and later about Darden Restaurants.  Walters passed along his insider knowledge of Dean Foods to Mickelson, who also owed Walters money.  

For those unfamiliar, 

“the SEC may seek disgorgement from “nominal” or “relief” defendants who are not themselves accused of wrongdoing in a securities enforcement action where those persons or entities (1) have received ill-gotten funds, and (2) do not have a legitimate claim to those funds.”  S.E.C. v. DCI Telecommunications, Inc., 122 F. Supp. 2d 495, 502 (S.D.N.Y. 2000).
 

The SEC issued a statement on Friday detailing the alleged wrong doing by all parties and announcing that “Mickelson will repay the money he made from his trading in Dean Foods because he should not be allowed to profit from Walters’s illegal conduct.”  

As most insider trading cases are, the facts

…

The Duke Law School will host the 11th Annual Conference on Empirical Legal Studies (CELS) on November 18-19, 2016.  CELS is a highly regarded interdisciplinary gathering that draws scholars from across the country and internationally and is sponsored by the Society for Empirical Legal Studies. The conference brings together hundreds of scholars from law, economics, political science, psychology, policy analysis, and other fields who are interested in the empirical analysis of law and legal institutions. Papers are selected through a peer review process and discussion at the conference includes assigned commentators and audience questions.

Paper submissions are due by July 10, 2016.

For more information about the conference click here.

Breaking academic news:

Elsevier, a world-leading provider of scientific, technical and medical information products and services, announced today the acquisition of the Social Science Research Network (SSRN)….SSRN will be further developed alongside Mendeley, a London-based free reference manager and scholarly collaboration network owned by Elsevier….

Elsevier provides web-based, digital solutions – among themScienceDirect, Scopus, Elsevier Research Intelligence and ClinicalKey – and publishes over 2,500 journals, including The Lancet and Cell, and more than 33,000 book titles, including a number of iconic reference works. Elsevier is part of RELX Group, a world-leading provider of information and analytics for professional and business customers across industries. http://www.elsevier.com

What does this change mean for publishing authors and researchers?  Content will remain free to post and download. Elsevier acquired Mendeley in 2013 creating controversy over Mendeley’s continued “trustworthiness” as a part of a for-profit enterprise. Since the acquisition, Mendeley doubled its subscribers from 2.5 to 5 million.  Elsevier’s interest in SSRN, a profitable site for over 13 years, is primarily in its potential for generating user data and analytics.  Integrating SSRN and Mendeley services is predicted to strengthen

“connections between SSRN author pages and Mendeley professional profiles, and workflow connections

…

For my second blog posting, I thought I would get into a bit of what I am working on in my research.

As Anne said in her intro, my work is interdisciplinary. The other discipline in which I work is moral philosophy and the branch of it that has to do with institutions, political philosophy. I believe that moral and political philosophy can help a great deal in our understanding of the law on banking, finance, and corporate governance, adding insights that often get overlooked in the dominant interdisciplinary approaches related to these areas of law. I have only a subsidiary interest in legal philosophy and to this end I would direct your attention to “Analytical Jurisprudence and the Concept of Commercial Law,” published in the Penn State Law Review in 2009, in which I developed a concept of a transnational commercial law on legal positivist grounds.

Some questions of interest to me are:

  • What is the moral responsibility of individual agents in mitigating collective harm associated with the financial system? “Individual agent” refer to any person with moral capacity, from homeowner to senior bank manager. Once we get clear on how to allocate moral responsibility, we can then decide whether regulation by law is required or preferred or whether ethics alone is enough.  
  • What is a fair or just distribution of systemic financial risk? How shall we structure institutions to get this distribution right?
  • Issues of egalitarian justice associated with debt and access to credit. Debt has a disproportionately greater adverse effect on the less well off, who tend to rely on it more to buy things necessary for a decent life in their society, such as housing, education, cars to get to work, health care (in the USA) etc.

See my article, “Luck, Justice and Systemic Financial Risk,” published in the Journal of Applied Philosophy. (email to request a copy). I am also working on another piece more for the law audience entitled “Debt in Just Societies”.  The abstract follows:

A post-Great Recession consensus has emerged that persons, firms, banks, and governments have too much debt. The article deals with legal solutions to the dilemma that debt presents to societies: successful societies benefit from a substantial

At the 2017 AALS annual meeting, January 3-7 in San Francisco, the AALS Sections on Agency, Partnerships LLCs, and Unincorporated Associations & Nonprofit and Philanthropy Law will hold a joint session on LLCs, New Charitable Forms, and the Rise of Philanthrocapitalism.

In December 2015, Facebook founder Mark Zuckerberg and his wife, Dr. Priscilla Chan, pledged their personal fortune—then valued at $45 billion—to the Chan-Zuckerberg Initiative (CZI), a philanthropic effort aimed at “advancing human potential and promoting equality.” But instead of organizing CZI using a traditional charitable structure, the couple organized CZI as a for-profit Delaware LLC. CZI is perhaps the most notable example, but not the only example, of Silicon Valley billionaires exploiting the LLC form to advance philanthropic efforts. But are LLCs and other for-profit business structures compatible with philanthropy? What are the tax, governance, and other policy implications of this new tool of philanthrocapitalism? What happens when LLCs, rather than traditional charitable forms, are used for “philanthropic” purposes?

From the heart of Silicon Valley, the AALS Section on Agency, Partnerships LLCs, and Unincorporated Associations and Section on Nonprofit and Philanthropy Law will host a joint program tackling these timely issues. In addition to featuring invited speakers, we seek speakers

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With this post I warmly welcome John Linarelli to the Business Law Professor Blog as a guest blogger for the month of May.  Professor Linarelli, Chair in Commercial Law at Durham Law School, has crossed the Atlantic and different disciplines throughout his career.  His research engages with issues of inequality, specifically focusing on economic and commercial issues.  Recent scholarly publications include his forthcoming co-authored book, to be published with Oxford University Press, Beyond Global Capitalism: Reclaiming the Future of International Law and his 2015 article Concept and Contract in the Future of International Law, 67 Rut. U. L. Rev. 61.  Interested readers can view Professor Linarelli’s full academic bio and his SSRN page for more information.  Look for new BLPB content from Professor Linarelli later this month.

Understanding that American academics and practicing lawyers may be unfamiliar with Durham University, Professor Linarelli provided us with an overview.  He writes a helpful introduction and provides a charming view into some different academic traditions:

Durham Law School usually ranks as one of the top 5 law schools in the UK.  In the UK-wide Research Excellence Framework (REF) exercise in 2014, of which all university participate, we ranked third.  Our students are incredible and a good number go off to the big City of London law firms upon completion of their practice qualifications. Lord Justice Hughes on the UK Supreme Court is an alum. We also run several LLM programmes, including in Corporate Law, International Trade and Commercial Law, European Trade and Commercial Law, and International Law and Governance.