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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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Professor Bainbridge has posted:  Bainbridge, Stephen M., A Critique of the Corporate Law Professors’ Amicus Brief in Hobby Lobby and Conestoga Wood (February 21, 2014).

The abstract is posted below:

The Patient Protection and Affordable Care Act (ACA) effected numerous changes in the legal regime governing health care and health insurance. Among the ACA’s more controversial provisions is the so-called contraceptive mandate, which requires employer-provided health care insurance plans to provide coverage of all FDA approved contraceptive methods.

On March 25, 2014, the Supreme Court will hear oral argument in the Hobby Lobby and Conestoga Wood cases, in which the shareholders of two for-profit family-owned corporations argue that requiring them to comply with the contraception mandate violates the Religious Freedom Restoration Act.

Forty-four law corporate law professors filed an amicus brief in these cases, arguing that the essence of a corporation is its “separateness” from its shareholders and that, on the facts of these cases, there is no reason to disregard the separateness between shareholders and the corporations they control. The Brief is replete with errors, overstated claims, or red herrings, and misdirection.

Contrary to the Brief’s arguments, basic corporate law principles strongly support the position of

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The following announcement of the Mid-Atlantic Academy in Legal Studies in Business (“MAALSB”) Annual Conference on March 21-22, 2014 comes to us from MAALSB President Stacey B. Lee (John Hopkins).  The conference will be held at Johns Hopkins Carey Business School, 100 International Drive, Baltimore, MD 21202 (pictured below).

Papers submitted by March 1, 2014 are eligible for publication in the Atlantic Law Journal and a Best Paper cash award. Conference attendance is not required for journal submissions. For more information, please check the ALSB website’s link to MAALSB, or contact Stacey B. Lee, President at staceyb.lee@jhu.edu.

More registration information is available here.

From the Faculty Lounge:

The New York Law School Law Review is calling for papers to be published in connection with its April 25, 2014 symposium, Combating Threats to the International Financial System: The Financial Action Task Force.

Although this symposium will specifically address the Financial Action Task Force, the symposium’s companion Law Review publication will broadly examine contemporary threats to the international financial system, such as money laundering and terrorist financing. In examining these issues, the publication will address how these threats have been responded to in the past, as well as how they should be responded to at the international, federal, and state levels in the future.

The Law Review is currently accepting abstracts for papers to be considered for publication in the spring of 2015.  To be considered for publication, please send by March 28, 2014 an abstract of no more than 500 words in MS Word format, accompanied by a CV, to Editor-in-Chief G. William Bartholomew at george.bartholomew@law.nyls.edu.

Final papers will be due June 13, 2014, and may not exceed 35 pages in length (double-spaced, including footnotes).  Details on the symposium are here.

Professor Stephen Bainbridge made me aware of Keith Paul Bishop’s post entitled:

44 Law Professors Make A Case Against Corporate Social Responsibility

Bishop writes:

I was shocked because the [law professor] brief constitutes a frontal assault on corporate social responsibility.  For example, the law professors make the following apocalyptic claim: “If this Court were to agree that, as a matter of federal law, shareholders holding a control bloc of shares in a corporation may essentially transfer their [social responsibility] beliefs to the corporation, the results could be overwhelming.”  Ok, I substituted “social responsibility” for “religious”.  However, if the transfer of stockholder religious beliefs to the corporation would be “overwhelming”, why wouldn’t the same be true of beliefs regarding climate change, the environment, or other beliefs animating the corporate social responsibility movement?

Two of my co-bloggers signed the law professor brief in the Hobby Lobby case that Bishop discusses, so they are probably better suited to respond, but I will provide a few thoughts. 

One distinction, between the Hobby Lobby case and CSR, that may be quickly raised is addressed in section II.C of the law professor brief.  Hobby Lobby is attempting to use religion to avoid legal obligations.  There may be…

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On March 3, I plan to start my spring break by speaking at Western Carolina University.  I will be speaking on the various social enterprise statutes—Benefit Corporations, Benefit LLCs, Public Benefit Corporations, Flexible Purpose Corporations, Social Purpose Corporations, and L3Cs—with a special focus on my recent research surrounding Delaware’s new (as of August 1, 2013) Public Benefit Corporation law. 

Western Carolina University has a major in Business Administration and Law and I understand that a number of students from that undergraduate program will be in attendance. 

Many thanks to Professor Melissa English for inviting me.  I love the mountains of North Carolina and always enjoy sharing my research. 

Atower

The Western Academy of Legal Studies in Business (“WALSB“) Annual Conference will be held in Monterey, CA on March 28-29, 2014.

WALSB president-elect Lydie Pierre-Louis (San Fransisco) provided the information below about the conference:

Invitation:

You may choose to present a scholarly paper (for academics), organize or serve on a panel, or give a presentation on any topic of interest to academics or practitioners in the field of business law (for practitioners).  Registration fee includes a cocktail reception on Friday for registrants and guests, breakfast and light lunch on Saturday for registrants, and a digital copy of the proceedings.  CA CLE is available.

Participation:

Please complete and submit the registration form to our conference program chair, Lydie Pierre-Louis, at lnpierrelouis@usfca.edu.  If you wish to be placed on the program for presentation at the conference, please submit your registration by March 14, 2014. We will receive a confirmation.

Holly Gregory has a useful post entitled Governance Priorities in 2014 on the Harvard Law School Forum on Corporate Goverance and Financial Regulation.  (As a side note, I was surprised to learn that Holly Gregory, who had been a partner at one of my former firms (Weil Gotshal), had left for Sidley Austin.  This is a huge loss for Weil as she is widely regarded as one of the country’s top corporate governance attorneys).

Go to the link above for the entire post, but the opening few paragraphs are posted below:

As the fallout from the financial crisis recedes and both institutional investors and corporate boards gain experience with expanded corporate governance regulation, the coming year holds some promise of decreased tensions in board-shareholder relations. With governance settling in to a “new normal,” influential shareholders and boards should refocus their attention on the fundamental aspects of their roles as they relate to the creation of long-term value.

Institutional investors and their beneficiaries, and society at large, have a decided interest in the long-term health of the corporation and in the effectiveness of its governing body. Corporate governance is likely to work best in supporting the creation of value when

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Recently, I completed reviewing my mid-course student evaluations. 

I have found mid-course evaluations to be quite valuable.  As a student, I remember wishing we had mid-course evaluations so that my comments could be used to improve our class, rather than merely helping the professor improve the course for the next batch of students. 

The mid-course evaluation gives students a chance to voice concerns, anonymously, relatively early in the course.   While professors quickly learn that is likely impossible to please all of their students—some students love the exact same thing that other students hate—trends in mid-course evaluations can alert professors to potential issues and give time to make modifications before the end of the semester.   

Mid-course evaluations can also be used as a teaching tool—modeling the proper way to seek and evaluate advice.  The class period after I administer the mid-course evaluation, I take a few minutes to explain to the class what (if any) changes I plan to make on their advice and why I chose not to follow some of their advice (for example, even if a number of students dislike group work, I explain why we are going to continue with some group exercises).  The students may…

From an e-mail I received from the production manager of The Business Lawyer:

The Editorial Board of The Business Lawyer is soliciting submission of articles and essays for Volumes 69 and 70. TBL is the flagship scholarly journal of the American Bar Association  Section of Business Law. It reaches 40,000 readers on a quarterly basis. Authors must submit exclusively to the journal and submissions are peer-reviewed. We generally give authors a response in about two weeks. TBL provides a good forum to reframe scholarly articles published elsewhere for an audience of judges and practitioners. Past authors include Lucian Bebchuk, Barbara Black, Bernie Black, Starvros Gadinis, Joe Grundfest, Henry Hu, Roberta Karmel,  Jonathan Lipson, Vice Chancellor Leo Strine, Guhan Subramanian, and former Chief Justice of the Delaware Supreme Court Justice Norman Veasey.

Articles should be submitted to Diane Babal, Production Manager, at diane.babal@americanbar.org. Questions about submissions can be addressed to Associate Editor-in-Chief, Professor Gregory Duhl, at gregory.duhl@wmitchell.edu

Update: I am told that submitted articles should be between 20 and 100 double-spaced pages, including footnotes. 

Last week, I had an enjoyable conversation with Joseph Yockey (Iowa) about his new article:  “Does Social Enterprise Law Matter?”  I am glad to see more people entering the social enterprise law conversation and have included the abstract of his interesting new article below: 

Social enterprise laws are sweeping through the nation. Entrepreneurs can now organize under one of several new legal forms, including the “benefit corporation” form. In theory, these options will make it easier for socially minded firms to pursue a double bottom line of profit and public benefit — that is, to do well while doing good.

This Article tests that theory. In asking whether social enterprise laws matter, I find that the answer is yes, but not for the reasons most people think. The traditional rationale for social enterprise laws is that they free managers from the “duty” to put profits ahead of social objectives. But that’s wrong; existing corporate law is already flexible enough to permit most social/economic tradeoffs. However, by drawing on insights from new governance theories of regulation, I argue that social enterprise laws add value in other ways. Specifically, they provide a catalyst for entrepreneurs, investors, and stakeholders to develop the

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