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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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This experience has been rather remarkable, and I’m only two days in to the trip.  We covered a lot of miles today, and not all of it was related to the oil and gas business. I started the day with a run, at a misty 43 degrees, after a high of 85 yesterday.  This is not relevant, other than to saw I was a bit cold this morning.  

 Target Logistics Dunn County Lodge

A few visits of interest today: First:  Target Logistics Dunn County Lodge, which is a crew camp site.  These are often know as “man camps.” They prefer “workforce housing.” I’ll stick with crew camps. 

It was was an impressive site for quickly built housing. The facility provides housing that does not take away from the local community, and deals with parking, water, and utility issues, as well as other resource issues.  The site has about 600 beds, and costs about $8-$10 million to build. They plan about a 20-month payoff for the build, which they met. Impressive. 

Prices are geared to be market competitive. The average is about $120 per night, which includes all food and utilities, though companies negotiate their own deals.  The people who…

Today marked the first day of several meeting with people from North Dakota to discuss the oil boom and how it has impacted the state.  I lived in the state, and I loved it, so I think I am a little more connected than many to what’s happened here.  That said, I lived on the other side of the state from the oil boom, and I only spent five (largely great) years in North Dakota, so while I’m informed, I have hardly “lived the boom.”  I’ve just been watching and trying to pay attention. 

A few things I was told tonight struck me as significant: 

1. Housing costs are still a huge issue. Building a new house in Dickinson can run upwards of $250 per square foot. A one-bedroom apartment can easily run $1300.

2. In 1997, there were 698 hotel rooms in the city, largely for tourism jumping off for the North Dakota Badlands.  By 2004, that number was 754.  As of 2013, that number has increased to 1632. (The number is true of 2014, too.) 

3. In 2005, the average daily rate for a hotel room was $53.96

By 2008: $68.95

2009: $75.57

2010: $87.59

2011: $109.52

2012 :$124.03…

I’m currently flying at about 30,000 feet on my way to Dickinson, North Dakota.  Regular readers know I do much of my research in the energy sector and that the impacts of horizontal drilling and hydraulic fracturing have had on the local, regional, national, and global economies are an interest of mine.  This trip marks my first return to North Dakota since I left the University of North Dakota School of Law in the summer of 2012, and it will be my most extended trip to the Bakken oil patch in the western part of the state. 

I have the benefit of traveling with a group from West Virginia University, and we’re gathering information for a variety of applications, all of which I hope will help us plan for a more sustainable economic and environmentally viable energy future.  The trip is scheduled to include meetings with government officials (state and local), industry representatives, landowners, farmers, educators, and others.  I’m looking forward to this rare opportunity to hear so many different perspectives from people living in the heart of the U.S. oil boom. 

Over the last few years, I have written about the challenges and opportunities related to the shale oil and…

(Note:  This is a cross-posted multiple part series from WVU Law Prof. Josh Fershee from the Business Law Prof Blog and Prof. Elaine Waterhouse Wilson from the Nonprofit Law Prof Blog, who combined forces to evaluate benefit corporations from both the nonprofit and the for-profit sides.  The previous installment can be found here (NLPB) and here (BLPB).)

What It Is:   So now that we’ve told you (in Part I) what the benefit corporation isn’t, we should probably tell you what it is.  The West Virginia statute is based on Model Benefit Corporation Legislation, which (according to B Lab’s website) was drafted originally by Bill Clark from Drinker, Biddle, & Reath LLP.  The statute, a copy of which can be found, not surprisingly, at B Lab’s website, “has evolved based on comments from corporate attorneys in the states in which the legislation has been passed or introduced.”  B Lab specifically states that part of its mission is to pass legislation, such as benefit corporation statutes.

As stated by the drafter’s “White Paper, The Need and Rationale for the Benefit Corporation: Why It is the Legal Form that Best Addresses the Needs of Social Entrepreneurs, Investors, and, Ultimately, the Public” (PDF here), the benefit corporation was designed to be “a new type of corporate legal entity.”  Despite this claim, it’s likely that the entity should be looked at as a modified version of traditional corporation rather than at a new entity. 

To read the rest of the post, please click below. 

At the New York Times Dealbook, Andrew Ross Sorkin notes that public pension funds have been lately silent on the issue of corporate inversions. (See co-blogger Anne Tucker on inversions here and here.) Sorkin writes, “Public pension funds may be so meek on the issue of inversions because they are conflicted.”

Maybe I am reading too much into his choice of words, but “meek” implies more to me than “moderate” or “mild” and instead conveys a value judgment that fund managers have an obligation to speak out. I am not pretty sure that’s not true.

I definitely don’t like companies heading offshore for mild gains, and I don’t think I would support such a choice, but as a director, I’d sure analyze the option before deciding. Fund managers, too, have obligations to look out for their stakeholders, and unless I had a clear charge on this front or thought the inverting company was clearly wrong, I’d probably stay quiet, too.

Although the meek may inherit the earth, at least at this point, I might substitute “meek” with “cautious” or even “prudent.”  But that’s just me.

West Virginia is the latest jurisdiction to adopt benefit corporations – the text of our legislation can be found here.   As with all benefit corporation legislation, the thrust of West Virginia’s statute is to provide a different standard of conduct for the directors of an otherwise for-profit corporation that holds itself out as being formed, at least in part, for a public benefit.  (Current and pending state legislation for benefit corporations can be found here.)

As WVU Law has two members of the ProfBlog family in its ranks (Prof. Josh Fershee (on the Business Law Prof Blog) and Prof. Elaine Waterhouse Wilson (on the Nonprofit Law Prof Blog)), we combined forces to evaluate benefit corporations from both the nonprofit and the for-profit sides.  For those of you on the Business Prof blog, some of the information to come on the Business Judgment Rule may be old hat; similarly, the tax discussion for those on the Nonprofit Blog will probably not be earth-shaking.  Hopefully, this series will address something you didn’t know from the other side of the discussion!

Part I: The Benefit Corporation: What It’s Not:  Before going into the details of West Virginia’s…

At West Virginia University College of Law, we started classes yesterday, and I taught my first classes of the year: Energy Law in the morning and Business Organizations in the afternoon.  As I  do with a new year coming, I updated and revised my Business Organizations course for the fall.  Last year, I moved over to using Unicorporated Business Entities, of which I am a co-author.  I have my own corporations materials that I use to supplement the book so that I cover the full scope of agency, partnerships, LLCs, and corporations.  So far, it’s worked  pretty well.  I spent several  years with  Klein, Ramseyer and Bainbridge’s Business Associations, Cases and Materials on Agency, Partnerships, and Corporations (KRB), which is a great casebook, in its own right.

I did not make the change merely (or even mostly) because I am a co-author. I made the change because I like the structure we use in our book. I had been trying to work with KRB in my structure, but this book is designed to teach in with the organization I prefer, which is more topical than entity by entity.  I’ll note that a little while ago, my co-blogger Steve…

Kinder Morgan, a leading U.S. energy company, has proposed consolidating its Master Limited Partnerships (MLPs) under its parent company. If it happens, it would be the second largest energy merger in history (the Exxon and Mobil merger in 1998, estimated to be $110.1 billion in 2014 dollars, is still the top dog). 

Motley Fool details the deal this way:

Terms of the deal
The $71 billion deal is composed of $40 billion in Kinder Morgan Inc shares, $4 billion in cash, $27 billion in assumed debt. 

Existing shareholders of Kinder Morgan’s MLPs will receive the following premiums for their units (based on friday’s closing price):

  • Kinder Morgan Energy Partners: 12%
  • Kinder Morgan Management: 16.5%
  • El Paso Pipeline Partners: 15.4%
Existing unit holders of Kinder Morgan Energy Partners and El Paso Pipeline Partners are allowed to choose to receive payment in both cash and Kinder Morgan Inc shares or all cash. 
As I understand it, the exiting holders of the partnerships would have to pay taxes on the merger (this is partnership to a C-corp), but please, consult your tax professional.  
 
The goal here is said to be to increase dividend potential and use the C-corp structure to

…

This doesn’t have a lot to do with Business Law, though I would submit there’s a lot to be learned from reading outside the field.  Now that I live in West Virginia, and my wife suggested I read it, I propose: Bill Bryson, A Walk in the Woods: Rediscovering America on the Appalachian Trail, which seemed appropriate for a summer read.  She was right.  So far, it’s great.  I recommend it, and to support my claim, here’s a few quotes to tease you: 

“I know a man who drives 600 yards to work. I know a woman who gets in her car to go a quarter of a mile to a college gymnasium to walk on a treadmill, then complains passionately about the difficulty of finding a parking space. When I asked her once why she didn’t walk to the gym and do five minutes less on the treadmill, she looked at me as if I were being willfully provocative. ‘Because I have a program for the treadmill,’ she explained. ‘It records my distance and speed, and I can adjust it for degree of difficulty.’ It hadn’t occurred to me how thoughtlessly deficient nature is in this

…

This week, two of my co-bloggers shared some great insights on the revamped American Apparel board of directors.  See Marcia Narine quoted in The Guardian article American Apparel adds its first woman to revamped board of directors; Joan Heminway, American Apparel 1, NFL 0. For those not following the American Apparel saga, the New York Times recently reported:

The founder and chief executive of American Apparel, Dov Charney, was fired this week because an internal investigation found that he had misused company money and had allowed an employee to post naked photographs of a former female employee who had sued him, according to a person with knowledge of the investigation. 

Beyond the public relations problems surrounding Charney’s departure, American Apparel is struggling financially as sales have dropped dramatically. As an initial step in trying start a turnaround, the company announced four new board members, including the company’s first female director, Colleen Birdnow Brown, former chief executive of Fisher Communications. 

When I opened the Guardian article quoting Marcia, I had another article open in the tab next to it from the Washington Post’s On Leadership section: For women and minorities, advocating for diversity has a downside.  That article explained:

In corporate America, diversity is about as controversial as motherhood and apple pie. CEOs love to tout the number of women in their upper ranks. Human resource departments like to trumpet their diversity programs in glossy reports.

But a new study finds that for female and minority executives, being seen as an advocate for diversity could actually have a downside. The researchers behind the study, which will be presented at the Academy of Management’s annual conference in early August, found that women and minorities who were rated by their peers as being good at managing diverse groups or respecting gender or racial differences also tended to get lower performance ratings. That’s because they may be viewed as “selfishly advancing the social standing of their own low-status demographic groups,” the researchers write, a no-no when it comes to rating good managers.

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