Corporate Governance

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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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The first webinar hosted by the Association of American Law Schools Section on Leadership for the 2025 membership year is scheduled for Thursday (March 6) from 1 pm – 2 pm ET/12 pm – 1 pm CT/11 am – 12 pm MT/10 am – 11 am PT.  The speaker is Elsbeth Magilton, Lecturer and Director of Externships at the University of Nebraska College of Law.  She will be speaking on “Law Students Learning to Lead through Non-Profit Board Service.”  The abstract for her talk is set forth below.  

This presentation showcases the work of attorneys on nonprofit boards, how the Nebraska Law Nonprofit Board Service Program has succeeded at Nebraska, and what challenges it is still overcoming. The program places law students with an area nonprofit board of directors for an academic year to observe, support, and engage with the nonprofit governance process, under the mentorship of an attorney board member. The Nonprofit Board Service Program “courses + shadow experience” model is an opportunity for students to learn about board service, engage with area attorneys and nonprofits, and reflect on how they can use their developing professional skills to benefit and lead in their community.

The session…

Business Transactional Skills Professor
University of Richmond School of Law

The University of Richmond School of Law is seeking applicants for a full-time faculty member to teach business law courses, including transactional skills courses. The position will begin in the summer or fall of 2025. The full position description is here — law.richmond.edu/faculty/hiring.html.

Our new hire will teach one section of Business Associations (our foundational business law course), Mergers & Acquisitions, and two transactional skills courses. The skills courses will emphasize experiential learning, allowing students to work on assignments that resemble the type of work they will do in practice and to develop skills as legal and business advisors to their clients. Candidates must have several years of practice experience in business transactional law and a J.D. from a U.S. accredited law school.

This is a non-tenure track position that focuses on teaching and mentoring students during the nine-month academic year. Depending on experience, a successful candidate will be hired as an Assistant or Associate Professor of Law, Legal Practice and will be eligible for promotion and five-year presumptively renewable contracts upon promotion to Professor of Law, Legal Practice.

The University of Richmond is a private university located just…

This year’s symposium, titled Navigating the Relationship Between the Administrative State and Emerging Technology, will focus on the evolving regulatory frameworks around emerging technologies like digital assets and artificial intelligence (AI). These technologies are rapidly transforming the way individuals and businesses engage in commerce, interact socially, and innovate. These advancements, however, raise profound questions about the applicability of existing regulatory structures. The symposium will bring together leading experts to discuss how the administrative state can balance the protection of innovation with the mitigation of risks associated with these technologies, while ensuring that laws evolve to meet the challenges of the future.

We are thrilled to welcome Michele Korver, Head of Regulatory & Operating Partner at a16z crypto, to deliver the opening keynote. Michele’s wealth of experience in both the public and private sectors will provide invaluable insights into the state of digital asset regulation. The event will conclude with a thought-provoking closing address, offering reflections on the key discussions of the day.

Welcome and Opening Remarks (1:15 PM – 1:25 PM)

The symposium will begin with brief welcoming remarks, setting the stage for an afternoon of in-depth discussions and exploring the complexities surrounding the intersection of technology, law, and…

The rapid development of technology in the last decade has affected all levels of society. Corporate governance has not been immune to these changes. In the future, Artificial Intelligence (“AI”) fiduciaries may be technologically capable of serving as independent corporate directors. This could be an effective way to address the challenge of the absence of truly independent directors in the traditional governance framework. Artificial fiduciaries could also

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 The Society of Corporate Compliance and Ethics is hosting a virtual ESG and Compliance Conference on November 7.  I love to hear academics talk about these issues at conferences but because I still engage in the practice of law and I teach about compliance, governance, and sustainability, I find the conversations are very different when listening to practitioners.

My panel is titled ESG Due Diligence Across the Corporate Lifecycle From Start-Up to Maturity: The Roles of Compliance, Ethics, Legal, and the Board. My co-panelists, Ahpaly Coradin, Partner, Pierson Ferdinand, and Eugenia di Marco, a startup founder and international legal advisor, and I will focus on:

  •  how to measure and prioritize ESG factors at different stages of a company's life cycle, according to a company's industry, and technology use.
  •  how ESG creates value in M&A  beyond risk mitigation and learn the impact of ESG on target selection, valuation, and integration.
  • board and management responsibilities in overseeing and managing ESG-related risks, particularly in light of Caremark duties and Marchand.

Date & Time: Thursday, November 7 from 12:45 PM – 1:45 PM central time

Other topics that speakers will discuss include:

  • Supply chains and European due diligence 
  • Global regulatory and legislative developments
  • Sustainable governance

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Last month I had the privilege of presenting some of my current work at Bocconi University in Milan, Italy.  The promotional poster for the event is included below. All of the workshop presentations (present company excepted) were engaging.

I presented on part of an ongoing research project–a series of papers on environmental, social, and governance (ESG) information.  The first two papers on the series, The Materiality of ESG Information: Why It May MatterT, 84 LSU L. Rev. 1365 (2024), and ESG and Insider Trading: Legal and Practical Considerations, 26 U. Penn. J. Bus. L. __ (forthcoming 2024), address the significance of ESG information under the U.S. federal securities laws and the potential and actual involvement of ESG information in insider trading.  In Milan, I shared my ideas and preliminary research for a third paper currently titled Corporate Information Compliance in an ESG World.  I expect to turn to work on this paper in earnest in the coming months.  I will briefly lay out my current thoughts here in the hope that you may have some feedback.

ESG information plays a role in many business operational settings that are invoked in legal compliance and addressed in compliance policies…