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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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Carnegie
On spring break, I found a hardcover copy of Professor David Nasaw’s biography of Andrew Carnegie in a Boone, NC thrift shop for $1.  (Good books and good deals are two of my favorite things).  A New York Times book review is available here.

I only made it about 200 pages into the fascinating 801 page biography before returning to work.  I am currently on page 293, but already have some thoughts to share.

Before digging into this book, “failure” was one of the last words I would have associated with Andrew Carnegie.  Carnegie is well known as one of the “captains of industry” (in the steel business) and as an extremely generous philanthropist.  Even the word “struggle” is not a word I would have associated with Andrew Carnegie; from a distance, everything seemed to come easily for him.

But, like most of us, Carnegie experienced failure, and his life was marked by numerous struggles.

[More after the break] 

News from Delaware.gov (H/T Broc Romanek):

Governor Markell today announced the nomination of Andre G. Bouchard, widely recognized as one of the country’s premier corporate law practitioners, to serve as the 21st Chancellor of the Court of Chancery. If confirmed by the Delaware Senate, Bouchard would succeed the Honorable Leo E. Strine, Jr., who was sworn in as Chief Justice of the Delaware Supreme Court in February.

Bouchard is a graduate of Boston College and Harvard Law School.  Currently, he is the managing partner of Bouchard Margules & Friedlander, P.A in Wilmington, Delaware. 

Looks like my friends in Delaware accurately predicted this nomination back in January.

One of my attorney friends passed along information about a new, free legal research tool called “Casetext.”  (Disclosure: my attorney friend and her husband have an investment in the company.)

A description from Casetext CEO follows:

Casetext (https://www.casetext.com) is a legal research platform dedicated to interpreting and understanding the law. Casetext contains millions of cases, statutes, and regulations, and benefits from user-generated annotations from attorneys and professors who add analysis and insight. Contributors demonstrate thought leadership to Casetext’s 100,000 monthly users, including general counsels, law firms, and law students. Paid versions of the tool, still under development, will enable law firms to use the site’s annotations technology privately and internally for knowledge management.

Casetext and Google Scholar are both useful free resources for legals studies professors in business schools because our students often do not have Lexis/Westlaw access (or at least not full access to all the legal materials.)

Casetext uses the crowd for help with annotations and citations. Attorneys at law firm Bingham McCutchen LLP are featured annotators.  Citations can be voted up or down. 

In addition to citations from cases, Casetext also includes citations from law firm client alerts and blog posts.  One of the citations…

Last night Belmont’s men’s basketball team beat a very good UW-Green Bay team 80 to 65 in the first round of the NIT.  Both teams were extremely close to making the NCAA tournament this year. Earlier this year, Belmont beat highly ranked UNC and UW-Greenbay beat ACC-Champs UVA.

[Photos courtsey of Belmont University Basketball]

Mann_bradshaw

Why is Belmont basketball relevant to this blog?

Well, actually, I just wanted to brag on my school’s team, but I will try to make a connection.

Some extremely interesting studies have been done tying atheletic success to increased applications, increased selectivity, and/or higher (academic) rankings.  See, e.g., Jain (Wharton) and Toma & Cross (UMKC & Michigan).  (While my co-blogger Steve Bradford called the U.S. News rankings of law schools “meaningless” earlier this week, even he admitted that rankings influence some student decisions.) 

In a similar study, a personal friend of mine and University of Georgia doctoral candidate, Michael Trivette, co-authored a paper in 2012 with Dennis Kramer (UVA) about the increases in selectivity and accepted student standardized test scores experienced by schools that switched athletic conferences.

Whether the time and money put into college sports is worthwhile makes for heated debate, and…

Professor Jennifer Pacella (CUNY-Baruch) recently posted an article entitled Bounties for Bad Behavior: Rewarding Culpable Whistleblowers under the Dodd-Frank Act and Internal Revenue Code.  The abstract is posted below:

In 2012, Bradley Birkenfeld received a $104 million reward or “bounty” from the Internal Revenue Service (“IRS”) for blowing the whistle on his employer, UBS, which facilitated a major offshore tax fraud scheme by assisting thousands of U.S. taxpayers to hide their assets in Switzerland. Birkenfeld does not fit the mold of the public’s common perception of a whistleblower. He was himself complicit in this crime and even served time in prison for his involvement. Despite his conviction, Birkenfeld was still eligible for a sizable whistleblower bounty under the IRS Whistleblower Program, which allows rewards for whistleblowers who are convicted conspirators, excluding only those convicted of “planning and initiating” the underlying action. In contrast, the whistleblower program of the Securities and Exchange Commission (“SEC”) under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), which was modeled after the IRS program, precludes rewards for any whistleblower convicted of a criminal violation that is “related to” a securities enforcement proceeding. Therefore, because of his conviction, Birkenfeld would not have been

…

Stanford Law School is looking for a full-time teaching fellow in the corporate governance area.
 
The teaching fellow will teach two courses, and a two-year commitment is required, with the possibility of a third year.  The position is intended for people who plan to go on the academic job market following the fellowship.  The application deadline is April 15, 2014. 
 
More details are available after the break for those who are interested.
 

On Friday (March 7, 2014), the Delaware Court Chancery issued Vice Chancellor Laster’s 91-page post-trial opinionin In re Rural Metro Corp. S’holders Litig. 

The decision holds the investment bank defendant, RMC Capital Markets LLC, liable for aiding and abetting breaches of fiduciary duty by the directors.  I have not finished the entire opinion yet, but interested readers can access the full opinion here.

The opinion is sure to be one of the most carefully read Chancery opinions of the year – especially by those in the M&A area – and has already generated a fair bit of commentary.  For now, I will outsource to the following:

Most professors I know are asked some version of the title question by their students on a relatively regular basis.

  • Will this be on the exam?
  • Will this in-class exercise be graded?
  • Will we get extra credit for this outside event you recommended?

When I was a student I may have asked some of these same questions, and as a professor, I gladly answer these questions.  For some reason, however, I have a silent, negative visceral reaction to these questions, and I know many other professors who feel similarly.

This week, with my family on spring break in North Carolina, I have been pondering why I have such a negative reaction. I think my reaction is not because there is anything inherently wrong with the questions, but because I desperately want my students to understand that, ultimately, our classes are (or should be) about something much more important than just a grade.  A grade should approximate the level of mastery and the components of the grade should be as clear as possible, but many of the things that students should be developing — critical thinking, intellectual curiosity, compassion, perseverance, professionalism, ethics, etc. — are difficult to fully capture in a…

Are the directors of Hobby Lobby and Conestoga Wood breaching their fiduciary duties by challenging the contraceptive mandate, seemingly without serious regard to the financial consequences?

Mark Underberg says “perhaps”.

Stephen Bainbridge says “no”.

Professor Bainbridge focuses on the facts that both Hobby Lobby and Conestoga Woods are family-owned, closely-held corporations, and that Conestoga Woods is incorporated under Pennsylvania law, which has a nonshareholder constituency statute.  I am not going to jump into their disagreement directly, but, instead, will use a story I saw about Apple to extend the conversation.

Unlike Hobby Lobby and Conestoga Woods, Apple is a publicly-traded, California corporation.  California does not have a constituency statute.  Recently, Apple CEO and director, Tim Cook, discussed the company’s commitment to the environment, the blind, and making the world a better place.  Cook supposedly told investors:

If you want me to do things only for ROI reasons, you should get out of this stock.

More forcefully, Cook said:

When we work on making our devices accessible by the blind, I don’t consider the bloody ROI.

In Cook’s first statement, he seems to be saying that ROI is one of the reasons (just not the only reason) Apple makes…

From Gail Lasprogata (Seattle University):

Nowhere explodes with new life and color in the spring like the Pacific Northwest.This refreshment and inspiration is always matched by the supportive and fun atmosphere of the Pacific Northwest ALSB regional conference.

This year’s conference will be held on April 24-26, 2014 in Vancouver BC [pictured below].  We will start with a reception on Thursday evening, April 24th and end shortly after lunch on Saturday, April 26th.  We promise the same low cost and friendly high value in what has deservedly become a favorite among ALSB regional academic meetings.

If you have any questions, please contact our program chair, Gail Lasprogata of Seattle University at lasprogg@seattleu.edu.  Registration forms should be requested from, and submitted to, Gail.

We hope you will join us!

The previous posts for two other 2014 regional ALSB conferences:

The previous post for the 2014 national ALSB conference:

These conferences are the top regional and national conferences for legal studies professors in business schools, but I believe most are open to others as well.  

Vancouver