Berkeley Center for the Study of Law and Society

Applications for Visiting Scholars Program

 

THE APPLICATION PERIOD FOR THE 2024-25 ACADEMIC YEAR IS NOW OPEN. 

Please submit your application by December 1, 2023 by e-mail to csls@law.berkeley.edu(link sends e-mail) 

 Inquiries may be made to CSLS at csls@law.berkeley.edu

 

For more information about the Visiting Scholars program and the Center for the Study of Law and Society, see here.

INSTITUTE FOR LAW & ECONOMICS
UNIVERSITY OF PENNSYLVANIA CAREY LAW SCHOOL

SECOND ANNUAL JUNIOR FACULTY BUSINESS AND FINANCIAL LAW WORKSHOP

CALL FOR PAPERS

The Institute for Law & Economics (ILE) at the University of Pennsylvania Carey Law School is pleased to announce its second annual Junior Faculty Business and Financial Law Workshop. The Workshop will be held in person on December 7, 2023 at Penn Carey Law.

The Workshop supports and recognizes the work of untenured legal scholars in the business and financial fields, including accounting, banking, bankruptcy, corporations, economics, finance, tax and securities, while promoting interactions with such scholars, selected tenured faculty and practitioners. By providing a forum for the exchange of creative ideas in these areas, ILE also aims to encourage new and innovative scholarship in the business and financial arena.

Approximately 6-8 papers will be chosen from those submitted for presentation at the Workshop. One or more senior scholars and practitioners will comment on each paper, followed by a general discussion of each paper among all participants. The Workshop audience will include invited untenured scholars, faculty from Penn Carey Law, The Wharton School, and other institutions, practitioners, and invited guests.

We welcome submissions from scholars within the

A new opinion this week tells us that "Defendant, Intermed Resources TN, LLC, [is] a Tennessee limited liability company that markets medical equipment."  Camber Spine Technologies v. Intermed Resources TN, LLC, No. CV 22-3648, 2023 WL 5182597, at *1 (E.D. Pa. Aug. 11, 2023). The opinion later, though, tells us that Intermed is a "Tennessee limited liability corporation." It was right, before it was wrong. 

The United States Supreme Court has told us that the test for general personal jurisdiction for LLCs is the same test that is used for corporations. Daimler AG v. Bauman, 571 U.S. 117, 123 (2014). Unfortunately, in that case, Justice Ginsburg referred to "MBUSA" as "a Delaware limited liability corporation." MBUSA is an LLC, not a corporation. It's a little less clear in cases of specific jurisdiction, so there is least some potential litigation value in the getting this right, in addition the more general principle of being accurate. 

Camber Spine was one the case calling an LLC a corporation that I found this week. Last week there were four more: 

  1.  Ocean Tomo LLC v. Golabs, Inc., No. 22 C 4966, 2023 WL 4930348, at *2 (N.D. Ill. Aug. 2,

It's been little while since I posted here, but long-time readers of theis blog will not be surprised by the topic.  I am happy to say that, after a lot of work with an exceptional co-author who shares my concerns, Professor Samantha Prince from Penn State Dickinson Law, we have an article documenting the problems with mislabeling LLCs and providing a variety of solutions.  I have been writing on this for nearly 15 years, and unfortunately, not a lot has changed. 

The article, An LLC By Any Other Name Is Still Not A Corporation, is now available on SSRN, here, and has been submitted for publication. In the meantime, we welcome thoughts and comments.  

Here is the abstract: 

Business entities have their own unique characteristics. Entrepreneurs and lawyers who represent them select an entity structure based on the business’s current and projected needs. The differing needs of each business span across myriad topics such as capital requirements, taxation, employee benefits, and personal liability protection. These choices present advantages and disadvantages many of which are built into the type of entity chosen.

It is critically important that people, especially lawyers, recognize the difference between entities such as corporations

I am excited to highlight the recent posting by Matteo Gatti of his draft paper entitled Corporate Governing: Promises and Risks of Corporations as Socio-Economic Reformers.  I got a preview of this work at the National Business Law Scholars Conference back in June.  The title of the paper is both descriptive and clever, as the abstract below reveals.

Corporations are involved in public affairs: racial equity, women’s rights, LGBTQIA rights, climate efforts are just a few examples of an increasingly long list of areas in which corporations are active and vocal. One phenomenon is well-known: corporations promote, contrast, or finetune governmental initiatives through political messaging. In addition, corporations perform quasi-governmental functions when the actual government cannot (because of its dysfunction) or does not want to (because of its political credo) perform such functions. Economists, legal scholars, and policymakers are split as to whether corporations should take this role.

This Paper contributes to the literature in several ways. First, it maps various areas of reform by corporations in the socio-economic sphere. Then, it provides legal and policy frameworks for corporate governing by analyzing the underlying conducts under our current laws and by evaluating its multifaceted normative merits: Is there a

The University of Tennessee College of Law's business law journal, Transactions: The Tennessee Journal of Business Law, recently published my essay, "The Fiduciary-ness of Business Associations."  You can find the essay here.  This essay–or parts of it, anyway–has been rattling around in my brain for a bit.   It is nice on a project like this to be able to get the words out on a page and release all that tension building up inside as you fashion your approach.

The abstract for the essay is included below. 

This essay offers a window and perspective on recent fiduciary-related legislative developments in business entity law and identifies and reflects in limited part on related professional responsibility questions impacting lawyers advising business entities and their equity owners. In addition—and perhaps more pointedly—the essay offers commentary on legal change and the legislative process for state law business associations amendments in and outside the realm of fiduciary duties. To accomplish these purposes, the essay first provides a short description of the position of fiduciary duties in U.S. statutory business entity law and offers a brief account of 21st century business entity legislation that weakens the historically central role of fiduciary duties in unincorporated

If you happen to be traveling in the region of Knoxville, Tennessee on Thursday or Friday, feel free to stop by and catch all or part of this year's National Business Law Scholars Conference, hosted by the Clayton Center for Entrepreneurial Law at The University of Tennessee College of Law.  The final schedule will be posted on the conference website within the next day, but I can tell you now that we start at 8:15 am for breakfast on Thursday (9:15 am for the program) and run through a 5:30 pm reception, and we start at at 8:00 am for breakfast on Friday (8:45 am for the program) and run until 3:30 pm. We have, as usual, a number of engaging plenary programs, but the conference mostly consists of scholarly paper panels.  As always, the schedule has been produced by the incomparable Eric Chaffee (who is moving to Case Western Law this summer).  He is amazing.

The morning plenaries (which start the conference proceedings each day) focus on entrepreneurship, a topic of focus for and strength of The University of Tennessee, Knoxville, and The University of Tennessee College of Law, working through our Transactional Law Clinic.  Thursday's

Last Friday, I had the privilege of speaking, with other colleagues, at the 2023 Stetson Law Review Symposium on "Elon Musk and the Law."  (See the flyer on the program, below.)  This symposium grew out of a discussion group I organized at the 2022 Southeastern Association of Law Schools Conference.  I posted about it here back in May of last year.

I could not have been happier with the way the symposium worked out.  The Stetson Law students, faculty, and administration were well organized, kind, and fun–a total pleasure to work with.  And I got excellent questions and feedback on my early draft paper, Representing Elon Musk, which focuses attention on the lawyer-client relationship under the American Bar Association's Model Rules of Professional Conduct.  I look forward to seeing the final published proceedings in two forthcoming books of the Stetson Law Review.

*               *               *

Stetson2023(flyer)

For those of you who may have been wondering about Emory Law's biennial Conference on the Teaching of Transactional Law and Skills, I have posted current information below.  I am pleased to see that our business law journal, Transactions: The Tennessee Journal of Business Law, is again publishing the proceedings.  This has been a great partnership between Emory Law and Tennessee Law over the years.  The proceedings of the 2021 Emory Law conference can be found here.

Just as I was ready to post this, I heard from the 2023-24 Editor-in-Chief of the journal, Bethany Wilson, that we are currently accepting articles for the Fall 2023 edition of Transactions. The articles published by Transactions typically focus on transitional business law issues and topics, including agency, antitrust, arbitration, bankruptcy, business associations, contracts, insurance, intellectual property, labor and employment, property, real estate, secured transactions, securities regulation, shareholder litigation, and tax. If you have any articles that you would be interested in having published by Transactions, please send them our way. Articles can be submitted via Scholastica or by emailing an abstract and copy of the article to bwilso92@vols.utk.edu.

 

image from dim.mcusercontent.com

Earlier today, friend-of-the-BLPB Andrew Jennings released a podcast in his Business Scholarship Podcast series featuring me talking about my forthcoming piece in the Stetson Business Law Review, "Criminal Insider Trading in Personal Networks."  You may recall me blogging about this piece as part of my report on the 2022 Law and Society Association's 7th Global Meeting on Law and Society this past summer.  The SSRN abstract is as follows:

This Article describes and comments on criminal insider trading prosecutions brought over an eleven-year period. The core common element among these cases is that they all involve alleged tipper/tippee insider trading or misappropriation insider trading implicating information transfers between or among friends or family members (rather than merely business connections). The ultimate objectives of the Article are to explain and comment on the nature of these criminal friends-and-family insider trading cases and to posit reasons why friends and family become involved in criminal tipping and misappropriation–conduct that puts both the individual friends and family members and the relationships between and among them at risk.

I am grateful to be in the position of publishing this work in the near future (after a number of years of work on