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In today’s post, I address the second of the two questions at the heart of Wharton Professor Richard Shell’s Springboard: Launching Your Personal Search for SUCCESS: How will I achieve my idea of success (see last week’s post for question 1)?  

Shell offers 5 Steps covered in Chapters 5-9 (if you’ve yet to formulate your idea of success, jumpstart with his Six Lives Exercise)

Step #5: Look Inside to Find Your Unique Combination of Capabilities

I love the quoted Danish folk saying that opens this chapter: “You must bake with the flour you have.”  Given my affinity for cooking, I was intrigued by its opening story about the circuitous life path of the famous French chef Julia Child (want details? read the book!).  Using the story of Child and others, Shell steers the reader through a reflection upon one’s achievement skills, backyard diamonds, and personality strengths through his SAME assessment exercise. 

I think the genius of this chapter is that it seems to suggest that just as we all have a unique combination of DNA, we all have a unique mix of gifts, talents, personality strengths etc. and that it’s in understanding, nurturing, and harnessing this…

I had a great time reading Guhan Subramanian & Annie Zhao’s new paper, Go-Shops Revisited.  It follows up on Prof. Subramanian’s earlier study of their effects, Go-Shops vs. No-Shops in Private Equity Deals: Evidence & Implications, 63 Bus. Law. 729 (2008).  In the original study, Prof. Subramanian found that go-shops generally had beneficial effects for target companies: bidders would pay a little bit more for the privilege of something like exclusivity in the original negotiations, and not infrequently, a superior proposal would materialize during the go-shop period.  But in the new paper, the authors conclude that go-shops are no longer an effective tool for price discovery, in large part because changes in their design make it much less likely that a superior proposal will emerge.

There are a lot of interesting observations in the new paper, with the basic point being that deal attorneys – aware that Delaware courts focus a lot on things like the size of termination fees – instead manipulate aspects of the go-shop that tend to escape judicial notice, and that collectively function to make go-shops less effective.  One particular point that stood out: The authors note that PE firms have changed how they…

Aspiring business law professors may want to apply for the fellowship at the Rock Center for Corporate Governance at Stanford Law School.  The posting describes the position as follows:

The Fellow will be expected to conduct independent research leading to major academic journal or law review publication, and will receive support from faculty in developing and executing those projects. The Fellow will also engage in a broad mix of research and analysis under the supervision of Stanford Law School, Rock Center, and other affiliated faculty. Potential projects include research in the areas of: executive compensation, proxy voting, rating agencies, securities and corporate litigation, investment vehicle structures, Environmental Social and Governance (ESG) Issues, diversity on corporate boards, the Foreign Corrupt Practices Act, and the financial regulatory system. The Fellow will also develop law school and/or Rock Center course materials and educational materials for directors of publicly traded corporations, and help support research conferences and seminars. Fellows are encouraged to attend weekly faculty lunch seminars and participate in activities with the other fellows at Stanford Law School to learn more about their scholarship and academic life. The Fellow will report to the Managing Director of the Rock Center, but will work under

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During the first-half of this spring semester, I’m teaching an MBA-level Business Ethics/Legal Studies course.  On Tuesday, we’ll discuss one of my absolute favorite books: Springboard: Launching Your Personal Search for Success by Wharton School Professor Richard Shell.  Making this book required reading reinforces the course’s emphasis on ethics and values, and is designed to help students articulate long-term core values around meaningful work.  Given that a Gallup 2017 State of the Global Workplace survey reports that “85% of employees worldwide are not engaged or are actively disengaged in their job,” this objective strikes me as a meaningful task.

In the Introduction, Shell chronicles generally what he terms his “odyssey years,” which included a variety of short-lived jobs, self-help research and seminars, travels across the globe, and collapsing in the mud with hepatitis in Afghanistan one Christmas Eve (for more, read the book!).  Ultimately, the experiences and lessons learned during these years led Shell to his first academic position at Wharton at age 37, and to a life-long interest in the study of success.  He recalls: “If you had told me that night [that Christmas Eve] that I would one day graduate from law school near the top…

Where we left things, Delaware Vice Chancellor Laster had just ruled in Sciabacucci v. Salzberg that Delaware corporate charters and bylaws may only govern matters of corporate internal affairs, including litigation related to internal affairs; they may not be used to govern external matters like securities litigation.  For that reason, forum-selection provisions purporting to require that Section 11 claims be filed in federal court were invalid.  The implication – though not part of his holding – was that a similar result would obtain for charter and bylaw provisions that purport to require individualized arbitration of securities claims. 

After that, the defendants, predictably, appealed to the Delaware Supreme Court, and we were all waiting (im)patiently to see how that would unfold when – alas! – a panel consisting of Strine, Vaughn, and Seitz dismissed the appeal as prematurely filed due to a pending attorneys’ fee petition in Chancery. 

Speaking as someone who once did in fact have to litigate the issue of whether a notice of appeal was prematurely filed, thus depriving the appellate court of jurisdiction, all I can say is – oof!  Then again, in my case, the matter wasn’t raised until it was too late to file…

When I was in house, the biggest compliment I could receive was “sometimes I forget that you’re a lawyer.” Of course, you don’t want to hear that from certain clients because that means that you haven’t clearly established your role and authority. But, when dealing with business people, they want to know that you understand business strategy and their pain points and not just the law. 

 

Last Saturday, Laura Zagustin, the General Counsel for Viacom International Media and the Americas, served as the keynote speaker for the Miami Law Symposium on doing business in Latin America. She told the audience that although she’s the general counsel, she tries not to be “too much like a lawyer.” She didn’t expand on this, but during the Q&A, a student asked about the tensions between the profit driven requests of the business people and the need to follow the law. Zagustin focused on the necessity to protect the company and secure revenue while educating internal clients. She’s actually become so business savvy that she’s been able to negotiate with a business counterpart without any of her company’s business people with her.

 

She advised students to learn how to develop solutions but …

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On Friday, I read several recent pieces on domestic and global financial market developments that I thought worth highlighting for readers.  Enjoy!

In America faces a battle to find buyers for its bonds, the Financial Times’ Gillian Tett notes important buying shifts in the market for U.S. Treasury bonds and the need to think about who “will buy this looming mountain of Treasuries” in the coming years.  The Treasury Borrowing Advisory Committee estimates that the U.S. will need to sell $12tn of bonds in the next ten years (an amount greater than in the past decade).  China’s holdings of U.S. Treasuries have been declining (from about $1.25tn three years ago to approximately $1.12tn in November 2018), but domestic savers have increased their holdings of U.S. Treasuries (from about $1.9tn in January 2018 to $2.3tn in November 2018).  As “the US need for debt is steadily increasing,” Tett’s article invites readers to think about a really critical issue.

Several years ago in my article on The Federal Reserve’s Use of International Swap Lines, I wrote about the Bank of England becoming the first major central bank to establish a central bank swap line with the People’s Bank of China. …