I received this hiring announcement from Daniel Crane at the University of Dayton. Areas of need include property, intellectual property, wills and trusts, contracts, secured transactions, business organizations, evidence, and criminal law. Daniel also noted the following in his message:

The University of Dayton’s mission, as a Catholic and Marianist institution, is to advance the common good, solidarity, and social justice. Rooted in human dignity and the recognition of our interdependence, this mission calls us to value diversity and to foster conditions that honor the aspirations of every group while embracing the human family as a whole.

The University of Dayton School of Law is part of a comprehensive and diverse university committed to educating the whole person and to linking learning and scholarship with leadership and service. Following this tradition, we are committed to providing a legal education that blends theory, practice, and service to promote the common good. If this sounds appealing, please apply today.

At the University of Dayton, we value our inclusive climate because we know that diversity in experiences and perspectives is vital to advancing innovation, critical thinking, solving complex problems, and creating an inclusive academic community. Because we seek a workforce with a wide range of perspectives and experiences, we encourage all candidates to apply.

The Lowell Milken Institute for Business Law and Policy at UCLA School of Law is pleased to announce its second annual Business and Tax Roundtable for Upcoming Professors (“BATRUP”). This in-person Roundtable will take place at UCLA from Monday evening June 1st through Wednesday afternoon June 3rd.  The program will feature commentary by invited senior scholars as well as an opportunity to meet fellow aspiring scholars while enjoying Los Angeles.  We warmly invite scholars preparing for the academic job market to participate.

Roundtable Purpose and Eligibility
The Roundtable is designed to offer mentorship and feedback to aspiring legal scholars who plan to pursue tenure-track positions at law schools. It is open to scholars who hold a JD, master’s degree, or PhD, who have not yet secured a tenure-track law faculty appointment, and who are not yet listed in this academic year’s Faculty Appointments Register. Selected authors must be able to attend the Roundtable in person at UCLA.

We welcome submissions on any topic within business law or tax law. Co-authored papers are eligible provided all authors meet the submission criteria. To ensure the Roundtable’s focus on evolving scholarship, we ask that submitted papers not be published or scheduled for publication by the Roundtable date, though papers accepted for publication that remain open to substantive revisions are eligible.

Selection Process and Roundtable Details
We anticipate selecting 6-7 papers from the submissions received. For each selected paper, the Lowell Milken Institute will cover reasonable travel, accommodation, and meal expenses for one author to attend the Roundtable. Participants will have the chance to engage in dynamic exchanges with UCLA faculty and invited guest scholars, as well as with their peers. Our aim is to foster a supportive community of early-career business and tax law scholars as they prepare for their careers in legal academia.

Submission Guidelines
Interested participants should submit either a complete draft or an extended summary of at least 5,000 words by email to lowellmilkeninstitute@law.ucla.edu by February 13, 2026. We expect to notify authors of their selection by March 31, 2026. For any questions, please reach out to the same email address or to one of our faculty co-directors, Professors Jason Oh or Andrew Verstein.

Please feel free to share this call for papers with anyone who may be interested in participating.

On October 9, the John L. Weinberg Center for Corporate Governance at the University of Delaware is celebrating its 25th anniversary with a symposium on “Boardroom Legacy.” A unique feature of the symposium is its substantial focus on corporate governance history, policy, law, craft, and practice through the lens of writings authored by Sidney J. and John L Weinberg, a father and son pair engaged in and with corporate governance. John L. Weinberg provided founding funding for the Weinberg Center, which bears his name. I am honored to be among the invited symposium presenters.

Presenters were invited to write book chapters on matters of boardroom legacy within their areas of interest and expertise. The chapters will be collected in a book entitled Boardroom Legacy: The Weinbergs of Goldman Sachs and the Evolution of Corporate Governance (to be published, as noted below, by the John L. Weinberg Center for Corporate Governance in 2026). I recently posted my contribution, Board Leadership, to SSRN. You can find it here. The abstract is pasted in below.

Corporate board leadership, though perhaps ill-defined, is grounded in the managerial authority and related duties and responsibilities of the board of directors under applicable state law.  However, an inspection of the board’s roles and structures relative to that authority—taken together with the practical reality that the board, as a collective decision-making body, is populated with directors who bring individualized attributes and approaches to their task—reveals that board leadership is about much more.  It is multifaceted, operating on different levels.  The directors lead the board, and the board leads the corporation in its complex relationships with internal and external constituents.  

This book chapter explores the board of directors and its members as leaders using law and the literature of leadership as generalized reference points.  The analysis is further supported by citations to John L. Weinberg’s thesis entitled: Status and Functions of Corporate Directors  (Princeton Thesis 1948) and related writings authored by his father, Sidney J. Weinberg,  The chapter is written for, and forthcoming in, Boardroom Legacy: The Weinbergs of Goldman Sachs and the Evolution of Corporate Governance (John L. Weinberg Center for Corporate Governance, forthcoming 2026).

Larry Cunningham, Director of the Weinberg Center, has posted the first part of John Weinberg’s thesis on SSRN here. It has been fun to read this work in light of John Weinberg’s later leadership of Goldman Sachs–a firm his father also led. Many of the issues addressed in the thesis still resonate today. You may find it of interest.

If you are on the region on October 9, you may want to attend the symposium, which is being held at the University of Delaware’s John M. Clayton Hall. You can register here. The schedule for the day is available at the same link.

Mortals plan and the gods laugh.

With the caveat that it’s 5 in the morning here and I may be misreading, in which case I will correct this post or delete it entirely to hide my shame…

Tesla’s new proxy asks shareholder approval for Musk compensation, which we expected. But there are two elements.

The first is a go-forward plan which pays out massive amounts of shares if Musk meets dramatic new targets. I don’t have a whole lot to say about this one, except that the targets are meaningfully different from the package awarded in 2018 (and rescinded in 2024 by Delaware) in that they don’t just include share price increases; they also include sales targets. The 2018 grant only included share price increases and revenue/EBITDA targets that were pretty much matched to the share price increases, leaving the price increases as the only meaningful hurdles. I will let others weigh in on whether it’s a similar situation with the new proposal, but the sales/subscription requirements are a new feature that was not present previously – and, dare I say it – could in fact accomplish the task of forcing Musk to focus on Tesla rather than his other companies.

But that’s not the only thing.

As Mike and I discussed in a Shareholder Primacy podcast, the Tesla board wanted to award Musk all of the shares he lost in Delaware, to be paid if the Delaware Supreme Court affirms Chancellor McCormick on appeal. But NASDAQ rules say that no new equity compensation awards can be paid to officers without a shareholder vote. And they didn’t want to hold one.

So, they dug up the equity comp plan from 2019, which – developed one year after the 2018 grant to Musk – was intended for all employees other than Musk. It said so right there in the plan (“in January 2018, we granted a performance-based stock option award to our Chief Executive Officer, Elon Musk … that was designed to be his exclusive compensation over its term, which is up to 10 years. … Consequently, we do not currently expect to grant any new equity awards to Mr. Musk under the 2019 Plan or otherwise until the completion, expiration or other termination of the 2018 CEO Performance Award.”) The 2019 plan was approved by shareholders at that time. Now, this August, the Board claimed they were permitted to use the 2019 plan for Musk, and because it had already been approved by shareholders, they didn’t need a new shareholder vote. They used that plan to award him about $29 billion worth of stock, contingent on losing in Delaware.

But that didn’t cover the full, lost 2018 grant. The Board was limited in what it could do, given the terms of the 2019 plan.

So, now the Board is asking shareholders to amend the 2019 plan, to allow them to – in their discretion – award Musk the remaining shares from the 2018 grant, if he loses the Delaware appeal.

And, because the sudden grant to Musk from this summer depleted the shares available to pay other employees (which was what the 2019 plan was intended to do), the Board is asking to amend the 2019 plan to add additional shares, to pay out to everyone else.

Also, please note that since this is a vote under NASDAQ rules and not for cleansing purposes, Elon Musk and Kimbal Musk get to vote. (“The Nasdaq rules do not restrict interested directors or officers who are also shareholders from participating in this vote. Therefore, the Board has determined that the required vote for each of Proposals Three and Four may include shares of Tesla stock owned, directly or indirectly, by Mr. Musk or Mr. Kimbal Musk.”) It’s not for cleansing purposes because Tesla took advantage of Texas law to adopt a bylaw barring derivative lawsuits by anyone with less than 3% of the stock.

Also, of note, the NYC and NYS Comptrollers are asking shareholders to vote to repeal the bylaw Tesla adopted under Texas law that bars derivative lawsuits by anyone with less than 3% of the stock.

And another thing. Mike Levin and I are back with a new Shareholder Primacy podcast. This week, we talk about Intel, and we answer a mailbag about constituency statutes. Here at Apple, here at Spotify, and here at YouTube.

As the erstwhile “Monday blogger” for the BLPB, I have written Labor Day posts over the years on a variety of Labor Day topics–from the history surrounding the holiday, to the labor of law teaching. Last year, I wrote about gratitude on Labor Day. This year, I carry that gratitude theme forward in a specific context: appreciation for lawyers and for being a lawyer.

I know that the holiday is not generally seen as a moment in the calendar year in which we step back to honor service professionals. As I have noted in prior Labor Day posts, the workers intended to be honored are those who made our country prosperous in and around the time of the Industrial Revolution–working long, hard hours for low pay. The Department of Labor’s website offers a summary description.

Labor Day is an annual celebration of the social and economic achievements of American workers. The holiday is rooted in the late nineteenth century, when labor activists pushed for a federal holiday to recognize the many contributions workers have made to America’s strength, prosperity, and well-being.

I mean no disrespect to that original intention by focusing on lawyers here. I continue to believe that honoring the many workers providing economic production and essential public services is so very important, and I will have them in my thoughts in my quieter moments today. But it is in a similar spirit of honoring the downtrodden that I also take a moment out to celebrate those in the legal profession–laborers who face new challenges in our work.

Lawyers may work long hours (I certainly did and do), but their labor is not typically as dangerous, physical, or underpaid as that of industrial and low-wage service workers. Rather, the challenges to the legal profession in the current moment emanate from governmental and political forces external to lawyering–but very much central to the work lawyers do and the clients they represent. The news media have covered the matter (here, here, and elsewhere), nonprofits have rallied to the cause (as represented here, here, and elsewhere), lawyers and other have protested, law professors have publicly commented, law firms have negotiated deals with the executive branch of the federal government, and lawsuits have been brought, including by our national professional association. I earlier wrote here on the BLPB about a teaching moment I took advantage of in my Business Associations course back in the spring relating to law firm settlements with the executive branch.

Business lawyers are among those affected by law firm decisions to duck-and-cover, bring legal actions, or sign settlement agreements, although these members of the profession may not be at the forefront of everyone’s minds. As a business lawyer who worked in Big Law for 15 years (for a firm that signed a settlement agreement with the executive branch) who also engages in pro bono legal work, the attacks on lawyers and the impacts of those attacks strike at my professional core. As an educator of future lawyers, the attacks take on an even greater professional importance for me.

In a recently published essay in the California Law Review Online, friend-of-the-BLPB Chris Hampson and his coauthor Elise Maizel describe well the tension that the profession faces in acceding to presidential demands that impact the nature of a lawyer’s practice and the identity of their clientele (with footnote omitted).

[D]eep-seated values of the legal profession stand in direct conflict with the President’s vision . . . . The Model Rules of Professional Conduct, affirmed in states from Massachusetts to Florida, proclaim that “[a]n independent legal profession is an important force in preserving government under law, for abuse of legal authority is more readily challenged by a profession whose members are not dependent on government for the right to practice.” The settlements, though, undercut this core function. If Big Law firms agree to represent police departments or federal agencies (say, DHS or ICE), they may conflict themselves out of representing victims of official misconduct against those same entities. This precise concern motivated the American Bar Association to file its own lawsuit against what it calls a “Law Firm Intimidation Policy” by the administration.

The essay further offers that “[t]hroughout all of this, the call . . . is to preserve the independence of the private bar to stand up to the state against the abuse of power.” It is a quick read. I recommend it.

It is with all of this in mind that lawyers will be prominent among the workers that I honor today. I stand among you. I stand with you. And I stand up for the value of an independent legal profession–one that can speak Truth to Power.

 Ave Maria School of Law seeks applicants for an entry-level tenure-track position to begin in the 2026-2027 academic year.  In particular, we seek faculty teaching in the 1L areas of Contracts and Property, which at Ave Maria involve significant student contact. Candidates may also be requested to teach a section of business law courses such as Business Organizations or Commercial Law from time to time. Applicants must have a Juris Doctorate or equivalent degree and a strong academic record.  Responsibilities will include teaching, scholarship, and service to the Law School and community.

Ave Maria offers students a distinctive legal education marked by the integration of the Catholic faith and the law. Students are trained to reflect critically on the law and to understand that all areas of legal practice serve the common good. The Law School emphasizes the importance of faith and community among its faculty, staff, and students, and desires applicants attracted by, and supportive of its mission. The Law School community is small but close-knit and seeks faculty members who will participate in, and contribute to, its continued growth.

Ave Maria School of Law recognizes the inherent value and dignity of all members of the human family. The Law School maintains its Catholic character but is open to persons of all religious faiths who respect the goals of Ave Maria School of Law and whose conduct does not undermine the Law School’s religious goals or compromise its Catholic identity.

Ave Maria has an increasingly diverse student body and desires to provide students with faculty role models and mentors of shared background and experience. As such, we particularly encourage applications from women and members of underrepresented groups within the profession.

Ave Maria is located in Naples, Florida, along Florida’s Gulf Coast. Naples has been recognized for its healthy lifestyle and excellent quality of life and is known for its cultural activities and institutions, as well as for its many and varied natural attractions.

Applicants should send a cover letter indicating their teaching and scholarly interests and a curriculum vitae to AMSLFac@avemarialaw.edu. Questions may be directed to Professor Mollie Murphy, Chair, Faculty Appointments Committee, at mmurphy@avemarialaw.edu.

From Mirit Eyal:

The University of Alabama School of Law is seeking a Clinical Assistant Professor in Business Law to serve as Director of the Entrepreneurship Clinic.

We are looking for candidates with significant practice experience in areas directly related to entrepreneurship, startups, or small business law. We will also consider those with adjacent practice experience (including tax law) that can effectively transfer into the clinic setting. Candidates with a business or tax related LLM and direct experience in formal entrepreneurship, startups, and small business practice will be strongly preferred.

The position announcement and application details can be found here:  careers.ua.edu/jobs/…

I have previously blogged about the SPV phenomenon, whereby investors can get access to private company shares by investing through a vehicle dedicated to that purpose. As I previously explained, the trend has recently exploded, with numerous LLCs selling interests to retail investors through platforms like EquityZen, often with high fees and opaque pricing.  Among other things, the SPV phenomenon allows capital-hungry startups to raise money while (nominally) staying below the 2,000 investor threshold that would trigger mandatory reporting – and startups are increasingly pushing the limits of the law by coordinating with SPV sponsors.

Which is why I was fascinated by recent reports that some startups – particularly Anthropic and OpenAI – have gotten concerned about the number of uncontrolled SPVs selling interests in their shares.

I agree it’s a wild west, and for sure some retail investors are being taken advantage of.  The more interesting question is why companies like Anthropic would care.  Investors in SPVs – and SPVs of SPVs – don’t have a direct relationship with the company and don’t have rights against it, so what are they concerned about? I have a couple of thoughts. 

First, as the Financial Times article explains, OpenAI and Anthropic both have government contracts that require disclosure of their investors, out of concern for foreign investment that might pose a national security risk.  The use of far flung SPVs might make it impossible for both companies to comply.

Second, the original SPV, the one that actually holds the shares – if at some point those managers choose to assert some kind of rights against the entity on behalf of their own (unknown, shifting) retail investors (either by choice, or because the retail investors force action), that might be a problem for the company, especially if those retail investors’ interests diverge from the interests of the venture capital firms who have done most of the sponsoring.  We can spin out scenarios; what if the SPV is leveraged and forced to sell its assets?  What if the company merges and the SPV has appraisal rights? Etc etc

Third, the fees that are layered on top of LLC shares represent, well, rents that could have gone to the operating companies.  And if you assume the LLC interests trade, or new LLCs constantly offer interests on internet platforms, that means the operating company loses control over how its shares are priced.

Fourth, I suppose the operating companies may simply want to protect their images.  To the extent there are shady LLC operators who mislead their investors or even claim to have access to shares they don’t have, the operating company may want to avoid any air of scandal, even if it is not at fault.  And it’s kind of like Hermes handbags, you know?  The company may keep its valuation high by avoiding association with all those… people.

The fifth reason, though, is the most interesting.  Suppose an officer of Anthropic publicly makes some kind of false statement about its finances (I am not accusing Anthropic of anything!  This is just a thought experiment).  It’s not impossible the company will face 10b-5 liability from its direct shareholders, but it’s unlikely.  Most investors who bought directly from Anthropic probably got truthful information, and even those that didn’t may not want to burn their relationship enough to file a lawsuit.  The fraud would have to be fairly extreme, in other words, before we could expect 10b-5 claims from direct investors.

But what about a retail investor who buys shares in an SPV that holds Anthropic shares?  Can that investor sue Anthropic under 10b-5?  I have absolutely no idea.  On the one hand, the SPV is simply a vehicle for investing in Anthropic; Anthropic’s fraud could easily induce a retail shareholder to make a purchase, and injure the shareholder when the truth is revealed.  But, then, there’s been this line of caselaw recently requiring that the false statement only concern the entity in which the plaintiff bought shares, although how that standard is defined is … opaque, to me. (Most recent blog post here.)

Plus, in Stoyas v. Toshiba, 896 F.3d 933 (9th Cir. 2018), the Ninth Circuit held that if American investors buy unsponsored ADRs of a foreign issuer, the foreign issuer’s false statements may not have been made “in connection with” the ADR purchases.  Maybe.

Frankly, this is all very confusing which means the only real certainty I have is that there is no certainty as to whether these cases would, or would not, bar an investor in an Anthropic SPV from suing Anthropic directly under 10b-5.  And god only knows what the common law fraud standards might look like.

So, yeah, I can see why these companies are fine with coordinated SPVs, and less fine with uncoordinated ones.

Of course, then, that gets back to the original problem – the more coordination, the more risk that these arrangements look like a mechanism to avoid the requirements of public reporting. 

Which, to be fair, they are.

Position Overview

This is a faculty search for up to two entry-level or lateral candidates open as to the rank upon the qualifications of the candidate and the needs of the college.

Performance Objectives

The Ohio State University Moritz College of Law seeks to hire up to two entry-level or untenured lateral candidates who focus on (1) corporate law, including with scholarly interests in AI, (2) intellectual property, including with scholarly interest in AI, or (3) constitutional law and complementary areas.

The positions will begin in the 2026-2027 academic year.

Education and Experience Requirements

Required:

  • Juris Doctor (JD) or equivalent education
  • Experience in (1) corporate law, including with scholarly interests in AI, (2) intellectual property, including with scholarly interests in AI, or (3) constitutional law and complementary areas.

How to Apply

To be considered, please submit your application electronically via Workday at https://osu.wd1.myworkdayjobs.com/OSUCareers/job/Columbus-Campus/Open-Faculty-Search_R133644-1.

Required application materials:

Cover letter
Curriculum Vitae (CV)
Statement of Research
Statement of Teaching and Mentoring

The above items must be added as attachments to your application at the time that you submit your application in Workday.  The application deadline is August 29, 2025 at midnight.

Additional Information

The College

 The Ohio State University Michael E. Moritz College of Law is an integral part of one of the world’s great educational institutions. Founded in 1891 and consistently the top-ranked law school in the State of Ohio, the Moritz College of Law has grown into one of the nation’s pre-eminent public law schools and one of the most respected law schools in the world. 

A collegial community of approximately 570 students, more than 50 faculty members, and roughly 50 staff, Moritz College of Law is known for its rigorous academic program, its student-first philosophy, the pioneering research of its world-class faculty, a deep commitment to teaching and professional training, a devotion to community, and the development of future leaders. 

The college’s more than 11,000 alumni are central to its national reputation. Graduates include justices of the Supreme Court of Ohio, federal appeals and district court judges, U.S. senators, U.S. representatives, governors, managing partners in law firms of all sizes, chief executive officers of Fortune 500 corporations, professors at law schools across the country, and prominent attorneys in private practice, government service, and public interest law firms. 

The University

Ohio State is a top-20 public university, and its Ohio State Wexner Medical Center is one of America’s leading academic health centers. Eligible Ohio State employees receive comprehensive benefits packages, including medical, dental and vision insurance, tuition assistance for employees and their dependents, and state or alternative retirement options with competitive employer contributions.

Grounded in Ohio State University’s Shared Values, our university community welcomes differences, encourages open-minded exploration and courageous thinking, and upholds freedom of expression.

Ohio State is a dynamic community where opportunity thrives, and individuals transform themselves and their world. Positions are available in countless fields and specialties. Become a Buckeye and contribute to an incredible legacy that serves to guide our future and shape a better tomorrow.

The Ohio State University is committed to enhancing academic excellence. Recruiting, supporting, and retaining faculty of the highest caliber is a core component of this commitment. The Office of Academic Affairs (OAA) has established central resources to focus on offering support to new and prospective faculty and their loved ones. Service offerings include dual career partner consultation, potential employer and/or employment opportunity identification, consultation and resources related to relocation, as well as identifying opportunities to engage on campus and in the surrounding community.  While employment opportunities are not guaranteed, resources and consultation are available.  More information about dual career and faculty recruitment can be found here.

In addition to being responsive to dual-career opportunities, we strongly promote work-life balance to support our community members through a suite of institutionalized policies.  Ohio State is a member of the Michigan, Ohio, Western Pennsylvania & West Virginia HERC.

Located in Ohio’s capital city, Ohio State’s Columbus campus is near the center of a rapidly growing and vibrant metropolitan area with a population of over 1.5 million. The area offers a wide range of affordable housing, many cultural and recreational opportunities, excellent schools, and a strong economy based on government as well as service, transportation, and technology industries. Additional information about the Columbus area is available here. Beyond its Columbus campus, Ohio State has four regional campuses including Ohio State Lima, Ohio State Mansfield, Ohio State Marion, and Ohio State Newark, in addition to the College of Food, Agricultural, and Environmental Sciences (CFAES) Wooster Campus, which houses Ohio State ATI.

The university is an equal opportunity employer, including veterans and disability.  

Final candidates are subject to successful completion of a background check. Additionally, there may be further requirements specific to the college or unit, which could include drug and health screenings, as well as faculty misconduct checks depending on the rank of the position.

I recently had the privilege of jotting on an insightful article written by friend-of-the-BLPB Kish Parella (Kishanthi Parella, Corporate Governance & International Law, 76 Ala. L. Rev. 417 (2024)). You can find the jot here. Read it for a summary of the article’s thesis and impact. But my bottom line is this:

Parella’s work is compelling at the current moment given U.S. and global uncertainties regarding judicial and governmental enforcement. In addition to the earlier mentioned tariff wars, armed conflicts between Russia and Ukraine and in Gaza represent potentially large destabilizing forces in international political and economic relations that may impact the existence or effectiveness of traditional adjudicative and regulatory enforcement. Parella’s work suggests that stakeholder governance may provide a pragmatic and valuable way forward to better ensure corporate compliance with international law and, as a result, transnational corporate financial and operational sustainability.

It is a good read, full of interesting and consequential observations relevant to business associations law and international law (which is an intersection that Kish’s work often explores).