Corporate Governance

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Following on my Weinberg Center blog post back on October 27, I write today to promote participation in a survey hosted by the University of Delaware’s John L. Weinberg Center for Corporate Governance on public company Rule 14a-8 shareholder proposals under the Securities Exchange Act of 1934, as amended. The survey website explains that the Weinberg Center “seeks to gather practical insights from companies, investors, and related professionals about the scope and effectiveness of the current federal shareholder proposal rule (Rule 14a-8).” I suspect that the referenced professionals include lawyers representing both public companies and shareholders, as well as other advisors to each. More information about the survey can be found on the website.

In the spirit of that October 27 blog post, I am appreciative of the effort to gather information from a wide variety of constituents. I have taught group-oriented change leadership to undergraduate honors students here at The University of Tennessee using design thinking methods, in which the first step is undertaking to empathize. This step involves the team researching, and endeavoring to understand, the needs of various stakeholders. One design thinking website describes this first stage of a group-oriented process of innovation through design thinking…

Back in June of 2024, in connection with the legislative debate in Delaware over the approval of § 122(18) of the General Corporation Law of the State of Delaware (DGCL § 122(18)), I authored a blog post in which I raised concerns about whether there was adequate understanding of the public policy impacts of the proposal to adopt DGCL § 122(18).  I then wrote:

I have one large and important question as Senate Bill 313 continues to move through the Delaware legislative process: do members of the Delaware General Assembly voting on this bill fully understand the large shift in public policy represented by the introduction of DGCL § 122(18)?  If so, then they act on an informed basis and live with the consequences, as they do with any legislation they pass that is signed into law.  If not, we all must work harder to enable that understanding.

Later that month, I authored and published a second blog post that cross-referenced the earlier blog post and offered several policy-related values relevant to the proposal.

Two-and-a-half weeks ago, I found myself affected by similar concerns about the need for serious, thoughtful policy engagement in Delaware.  The occasion was the Gala Celebration…

Position Overview

This is a faculty search for up to two entry-level or lateral candidates open as to the rank upon the qualifications of the candidate and the needs of the college.

Performance Objectives

The Ohio State University Moritz College of Law seeks to hire up to two entry-level or untenured lateral candidates who focus on (1) corporate law, including with scholarly interests in AI, (2) intellectual property, including with scholarly interest in AI, or (3) constitutional law and complementary areas.

The positions will begin in the 2026-2027 academic year.

Education and Experience Requirements

Required:

  • Juris Doctor (JD) or equivalent education
  • Experience in (1) corporate law, including with scholarly interests in AI, (2) intellectual property, including with scholarly interests in AI, or (3) constitutional law and complementary areas.

How to Apply

To be considered, please submit your application electronically via Workday at https://osu.wd1.myworkdayjobs.com/OSUCareers/job/Columbus-Campus/Open-Faculty-Search_R133644-1.

Required application materials:

Cover letter
Curriculum Vitae (CV)
Statement of Research
Statement of Teaching and Mentoring

The above items must be added as attachments to your application at the time that you submit your application in Workday.  The application deadline is August 29, 2025 at midnight.

Additional Information

The College

 The Ohio State University Michael E.

Business lawyers understand that corporate directors and officers owe fiduciary duties to the firm. These duties include responsibilities to provide oversight, which are colloquially known under Delaware law (and beyond) as Caremark duties, based on a flagship Delaware Supreme Court opinion, In re Caremark Int’l Inc. Derivative Litig., 698 A.2d 959 (Del. Ch. 1996). Although historically understood by many (yours truly included) as either a separate fiduciary duty of good faith or a component of the fiduciary duty of care, oversight obligations under Delaware law currently are classified as a component of the fiduciary duty of loyalty. According to the Delaware Supreme Court, “because a showing of bad faith conduct … is essential to establish director oversight liability, the fiduciary duty violated by that conduct is the duty of loyalty.” Stone ex rel. AmSouth Bancorporation v. Ritter, 911 A.2d 362, 370 (Del. 2006).  

Successful Caremark claims are difficult to plead and prove, given the relatively high burden of showing bad faith conduct. Historically, almost all claims alleging a breach of Caremark duties in Delaware courts have been dismissed before trial for failure to state a claim. Recently, a case involving Meta Platforms, Inc. directors and officers, including Mark…

The University of Iowa College of Law seeks applicants for one or more tenure-track faculty positions. We have a strong interest in applicants who possess excellence in their academic and professional backgrounds. Entry-level and lateral candidates are welcome to apply.

The College of Law’s primary hiring interest is in business, corporate, and commercial law.

Consistent with the mission and responsibilities of a top-tier public research university, we are interested in candidates who are recognized scholars and teachers and who will participate actively in the intellectual life of the College of Law. In addition, we desire candidates with a demonstrated ability to maintain effective and respectful working relationships with the campus community to uphold a standard of cultural competency and respect for differences. We also desire candidates who would bring significant new scholarly strengths to the College of Law. Candidates who can contribute to these goals are encouraged to apply and to identify their strengths in these areas.

To apply, candidates should submit a letter of interest, CV, a list of three references, a law school transcript, and teaching evaluations (if applicable) through Jobs@UIOWA, https://jobs.uiowa.edu, refer to Requisition #75664.

Successful candidates will be required to self-disclose any misconduct history or…

Call for Papers

The University of Richmond School of Law, in partnership with the University of Illinois College of Law, UCLA School of Law, and Vanderbilt Law School, invites submissions for the Twelfth Annual Workshop for Corporate & Securities Litigation. This workshop will be held on Thursday, October 23 and the morning of Friday, October 24, 2025 in Richmond, Virginia. 

Overview 

This annual workshop brings together scholars focused on corporate and securities litigation to present their scholarly works. Papers addressing any aspect of corporate and securities litigation or enforcement are eligible, including securities class actions, fiduciary duty litigation, and SEC enforcement actions. We welcome scholars working in a variety of methodologies, as well as both completed papers and works-in-progress. Authors whose papers are selected will be invited to present their work at a workshop hosted by the University of Richmond School of Law. Participants will pay for their own travel, lodging, and other expenses. 

Submissions 

If you are interested in participating, please send the paper you would like to present, or an abstract of the paper, to corpandsecworkshop@gmail.com by Friday, June 20, 2025. Please include your name, current position, and contact information in the e-mail accompanying the submission. Authors…

This Article preliminarily explores the contours of ESG information as a potential basis for unlawful insider trading under Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 adopted by the U.S. Securities and Exchange Commission under Section 10(b). Insider trading violations under Section 10(b) and Rule 10b-5 are rooted in a person’s (1) trading of securities while in possession of material

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Yesterday, The New York Times published the attached article. [this one, on the Paul, Weiss settlement] Many of you may have read about the referenced brokered deal between the Paul, Weiss firm and the Trump administration. But did you consider the related firm decision making as a matter of business associations law? I want us to engage with that in lieu of today’s class, using our knowledge of partnership

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