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Spring semester classes begin on Monday, and as a newbie professor, I’ve been spending a lot of my break preparing to teach Securities Regulation for the first time. While all my pals hang out at AALS in New York (hi, guys! Hope you’re having a good time!), I’ve chosen to remain at home, with multiple casebooks spread out over my living room floor.

Though the casebooks naturally focus on federal regulation, most have at least some discussion of regulation at the state level, including a brief explanation of the term “blue sky law.”  This is a phrase whose etymology has long been shrouded in mystery; Professors Macey and Miller traced it as far back as 1910, but could not find its origins.  See Jonathan R. Macey & Geoffrey P. Miller, Origin of the Blue Sky Laws, 70 Tex. L. Rev. 347 (1991).  As a result, the casebooks I’ve seen simply quote the Supreme Court’s opinion in Hall v. Geiger-Jones Co., 242 U.S. 539 (1917), describing such laws as designed to prevent “speculative schemes which have no more basis than so many feet of ‘blue sky.’”

I mention this because a few years ago, Rick Fleming, who was then…

Marcia’s post about the importance of teaching ethics reminded me of a Bloomberg story from a little while ago.

It’s been widely reported that today’s students have been shunning investment banks and instead have been seeking careers in Silicon Valley.  Well, according to William Dudley, president of the Federal Reserve Bank of New York, that’s not just because Silicon Valley pays more and has an aura of excitement.  In fact, it’s at least partly due to the fact that Wall Street strikes students as an unethical place to work – prompting students to seek alternative opportunities.

Obviously, that’s a problem: If the most ethical students shun Wall Street, it can only make matters worse, not better; and there is at least some evidence that the perception of corruption in finance may lead women away from those jobs, contributing to ongoing gender disparities  (not that Silicon Valley is all that much better in this regard).

There’s obviously no easy fix, but it does occur to me that one thing we need to teach students is not simply how to think ethically or make ethical choices, but also the concrete, practical skill of saying “no,” even when that means going against…

I was baffled by the idea of a film adaptation of this book – it doesn’t exactly lend itself to visual storytelling. But my skepticism was unwarranted; I enjoyed it tremendously, and, I have to admit, for a movie where everyone knows the ending going in, it was surprisingly suspenseful.

[Spoilers below the cut – but I’m giving it away now, the world economy collapses in the end]

It was recently announced that Dow and DuPont plan to merge, and then split into three separate companies – focusing on agriculture, materials, and specialty products. The move has been described as a victory for activist shareholders, and doubts have been raised about the practical viability of the plan.

But the aspect that intrigues me is the tax planning.

Now, I’m not a tax lawyer – I just play one on the internet – but after consultation with my colleague, Shu-Yi Oei, here’s my understanding of how this works.

Ordinarily, if a company spins off an aspect of its business and distributes the shares to existing shareholders, it can be treated as tax free under 26 U.S.C. § 355. The idea is that the existing shareholders once held shares in a single company, but now hold shares in two companies, there has been no substantive change, and the entire transaction is not treated as a realization event. If, however, a company simply sells off a business line to a third party, that is treated as a realization event, and it is taxed.

As a result, companies have tried to structure sales as tax free spinoffs. For example, a target…

David Epstein asked me to post the following. I was a commercial law teacher earlier in my career, so I’m happy to.

COMMERCIAL LAW CURRICULUM REDO

We – Wayne Barnes, David Epstein, Paula Franzese and Kevin Tu – are asking for your help.

More and more law schools are no longer regularly offering three-credit courses in (1) payment systems, (2) secured transactions, and/or (3) sales. In part because these schools do not have faculty members who want to teach the courses. And, in part because students do not sign up for commercial law courses. Even if the commercial law courses are taught from 11-12:e30 on Tuesdays and Thursdays.

And, the students are, of course, right. Most students do not need 42 class hours of payment systems or 42 hours of secured transactions or 42 hours more of sales. However, lawyers in a general civil practice do need to have familiarity with core commercial law concepts in order to master the specific statutory provisions that govern the transaction or litigation matter that they are working on. And, before that, there is a need to pass the state bar exam.

We propose that our students’ needs can best be meet in a…