Uncategorized

Subscribe to Uncategorized via RSS

Upper level classes start next week, and I am scrambling to prepare.   So for my post, I’ll just drop some quick links to things I found interesting this week:

First, a nice long read for Saturday: How Lending Club’s Biggest Fanboy Uncovered Shady Loans. This is a deep dive into the story of a retail investor who dug into Lending Club’s loan data – and discovered that Lending Club was padding its loan data before the company confessed publicly.  He also seems to have discovered a pattern of repeat borrowers that the company has never disclosed.

Second, here is an editorial by a Deutsche Bank risk-officer-turned-SEC-whistleblower who says he is rejecting his reward, out of disgust that the company – and its shareholders – will be paying the fines that rightly should be charged to the company’s executives.  He blames the SEC’s “revolving door,” pointing out that top SEC lawyers had formerly been employed by Deutsche Bank (though they were recused from the investigation).  The gesture would be slightly more impressive if it didn’t turn out that most of his reward is going to his lawyers, the experts he hired, and his ex-wife as part of his…

One of the more interesting aspects of state corporate law – and Delaware law in particular – is the blurring of the line between substantive regulation and procedural regulation.  Delaware gives corporate directors a great deal of leeway ex ante to structure transactions as they see fit, but if they structure them in a way that arouses suspicions – like, for example, failing to create an independent committee to negotiate a deal with a controlling shareholder – Delaware increases judicial scrutiny of the transaction, which, in practical terms, means that when the inevitable class action is filed, the defendants cannot win a quick dismissal on the pleadings.  The “carrot” that Delaware offers directors to adopt best practices is the possibility of a quick, cheap dismissal of claims.  Delaware regulates, in part, via threats of civil procedure.

This particular mode of regulation was on full display in In re Trulia, Inc. Stockholder Litig., 129 A.3d 884 (Del. Ch. 2016).  There, Chancellor Bouchard held that Delaware would only approve disclosure-only settlements in deal class actions where the new disclosures were “plainly material.”  Note, this is not the substantive standard for disclosures – it is not the standard necessary to win at…

A couple of times here at BLPB, we’ve talked about whether consumers will reward companies for ethical conduct (or punish them for unethical conduct).  Marcia in particular has expressed doubts that consumers genuinely do express their preferences with their dollars.
 
Well, it’s something of a sui generis situation, but we have one new datapoint: Trump’s properties (or rather, the properties that license his name) appear to be suffering as a result of his presidential campaign.  Foursquare has the numbers, and they show, among other things, that women in particular – who dislike Trump more than men – are steering clear.  Anecdotal evidence suggests that some travel agents and meeting planners have been explicitly instructed by their clients to book anything but Trump.
 
I don’t know if there are broader lessons here, but it seems if consumers have enough political objections to a company, they will indeed vote with their feet.

I arrived at the SEALS conference yesterday afternoon, and a majority of the blog’s co-editor professors are here.
At 3pm (until 6pm) Josh, Ann, Joan, Marcia and I (among others) will be taking part in the discussion group on sustainability and sustainable business.
If you are here, come join us at 3pm.

For reasons that don’t need exploring at this juncture, I was in the mood to rewatch two big business movies of the 1980s: The Secret of My Success (dir. Herbert Ross, 1987) and Working Girl (dir. Mike Nichols, 1988). 

Eighties business movies are something of their own minigenre – see, e.g., Trading Places, Wall Street, and Baby Boom – but the reason Secret of My Success and Working Girl are worth comparing is that they basically tell the same story, but with the genders flipped.

Both films are about young business naïfs (Michael J. Fox and Melanie Griffith, respectively), who have jobs at the bottom of the corporate ladder (mail room, secretary).  Frustrated that their talents and skills are being overlooked, both impersonate corporate executives, colonizing vacant offices and aggressively pursuing their innovative business strategies.  There is plenty of farce as they juggle their dual identities, and both enter into conflicted romances with executives who have been taken in by the charade.  Ultimately, their identities are revealed but their talents recognized, and they are rewarded with the jobs (and love interests) they deserve.

But despite the nearly mirror-image plots, the two could not be more different in social…

The position notice setting forth the details is set forth below.  Please feel free to email me with any questions you may have.  I will be serving on the Appointments Committee for these searches.

+++++

POSITION NOTICE

FACULTY POSITIONS

The University of Tennessee
College of Law

THE UNIVERSITY OF TENNESSEE COLLEGE OF LAW invites applications from both entry-level and lateral candidates for two full-time, tenure-track faculty positions to commence in the 2017 Fall Semester.  Candidates should have a particular interest in either business law teaching, including business associations and contracts, or transactional clinical teaching in business, taxation, intellectual property, community economic development, or health care that offers students transferable legal skills.  

A J.D. or equivalent law degree is required.  Successful applicants must have a strong academic background, expertise and experience relevant to the position, and a strong commitment to excellence in teaching, scholarship, and service.

In furtherance of the University’s and the College’s fundamental commitment to diversity among our faculty, student body, and staff, we strongly encourage applications from people of color, persons with disabilities, women, and others whose background, experience, and viewpoints would contribute to a diverse law school environment.

The Faculty Appointments Committee will interview applicants who are…