The University of North Dakota School of Law invites applications for one or more tenure-track positions beginning fall 2022. Areas of interest include Federal Indian Law, Lawyering Skills, Civil Procedure, Business Associations, Energy, and Oil & Gas. Please feel free to share this announcement widely.

The UND School of Law seeks colleagues dedicated to fostering well-rounded and public-minded legal professionals with skills to serve as effective, self-reflective, and ethical leaders who will contribute greatly to their communities. Our distinctive character as one of the nation’s smaller public law schools—and as the sole law school in North Dakota—informs our program of legal education, which reflects a thoughtful and collaborative approach to teaching and learning. We maintain a close relationship with our state’s bench and bar and a special interest in connecting with and serving our state’s rural as well as urban populations. UND is committed to creating a welcoming atmosphere for everyone in our community, and our law school strives to cultivate a friendly and supportive learning environment to help our students develop into conscientious legal professionals. We value teachers who demonstrate intentionality and creativity and are interested in infusing their teaching with writing, research, cooperative learning, interpersonal skills, and/or other pedagogies. We also seek scholars with innovative research agendas and encourage work that transcends disciplinary boundaries, including the scholarship of teaching and learning. We desire colleagues who view service to the law school, the academy, and the legal profession as integral to their own success.

UND is committed to creating an inclusive and equitable environment that respects, acknowledges and celebrates diversity and individual differences. Successful applicants for this position will demonstrate a commitment to equity and inclusion through interest or past experience, as well as the ability to work and collaborate in a diverse, multicultural, and inclusive setting.

Interested candidates may find additional information and may apply at https://campus.und.edu/human-resources/careers/job-openings/.

If you have any questions, please feel free to contact the UND School of Law’s Faculty Selection Committee at und.law.fsc@law.und.edu.

A couple of weeks ago, I posted about how courts are not terribly precise when evaluating allegations of corporate scienter in Section 10(b) claims.  Since then, a couple of cases were decided that provide some useful examples of the problem.

First up, there’s the Second Circuit’s Plumbers & Steamfitters Local v. Danske Bank, decided earlier this week.  Apparently, the Estonia subsidiary of Danse Bank got into trouble for money laundering, and the plaintiffs alleged this resulted in a number of false statements by Danse Bank itself.  The court dismissed all of the statement claims on various grounds, and then turned to the final allegations that, due to Estonia’s conduct, Danse Bank had engaged in a scheme to defraud.  The court rejected the claim in a few brief sentences:

At no point do [the plaintiffs] articulate with precision the contours of an alleged scheme to defraud investors, or which specific acts were conducted in furtherance of it. Instead, the claim rests upon the incorporation of the previous 140 pages of the pleading paired with the conclusory assertion that “Defendants carried out a common plan, scheme, and unlawful course of conduct that was intended to . . . deceive the investing public” and “artificially inflate the market price of Danske Bank ADRs.” App’x at 160. Money-laundering at a single branch in Estonia cannot alone establish that Danske Bank itself carried out a deceptive scheme to defraud investors. Absent some sort of enumeration of which specific acts constituted an alleged scheme in connection with the purchase or sale of securities, the Funds’ claim does not comply with the applicable heightened pleading standard and cannot go forward.

(emphasis added).

The court did not explain why a Danse Bank subsidiary is being treated as distinct from Danse Bank itself, or how one should assess Danse Bank’s actions and intent distinct from the behavior of its subsidiaries.  I can’t even say the decision was wrong, because I don’t know what standards the court used to reach it.

Next up, there’s Hurst v. Enphase Energy, 2021 WL 3633837 (N.D. Cal. Aug. 17, 2021), where, as relevant here, plaintiffs tried to demonstrate scienter by pointing out that several insiders made unusual sales prior to the end of class period disclosure.  The court rejected the argument by saying:

Defendants correctly highlight that seven of the eight identified insiders are not named in this action, and such sales are irrelevant to scienter.

No further analysis was provided; the court simply cited two other cases, Wozniak v. Align Tech., Inc., 2011 WL 2269418 (N.D. Cal. June 8, 2011) and In re Splash Tech. Holdings, Inc. Sec. Litig., 160 F.Supp.2d 1059 (N.D. Cal. 2001).  Wozniak, like the Enphase court, did not discuss the matter further. 

But let’s unpack this.

Insider trading is often described in 10(b) opinions as a “motive” to commit fraud – for example, in Splash, the court didn’t exactly say that nondefendants’ trades were never relevant, but it did suggest they’d only be relevant if there was evidence the trades were intended to manipulate the stock to assist their colleagues’ fraud.  But that is too broad brush. Insider trading may also be a result rather than a cause.  I.e., imagine a corporation where insiders are committing fraud for some reason – they feel pressure from stockholders or their bosses to get results, they have bonuses on the line, they’re afraid of losing their jobs, whatever it is.  Now they, and possibly other people in the organization, have inside information that the company is not in fact as successful as it pretends to be.  Anyone with this knowledge may decide to sell stock and cash in while they can; the sales, in this scenario, are not the reason for the fraud, but they do evidence someone’s knowledge that something in corporate reporting was amiss.  That knowledge may contribute to an inference of scienter, in the sense that information was known to someone demonstrating that the defendants’ public statements were false and would mislead investors.

Why, then, would nondefendants’ trades be relevant here?

There are a number of possibilities, and they depend on your theory of scienter.

In the simplest example, suppose the selling shareholders worked closely with the individual defendants who spoke publicly.  Or suppose they sat in the surrounding offices.  It might very well be a reasonable inference that if they knew something was amiss, the individual defendants – who worked with them – knew it as well.  Maybe it’s not a strong inference, maybe it doesn’t carry the day, but it’s not an irrational one and it hardly makes sense to dismiss the possibility with a bright line declaration that nondefendants’ sales are irrelevant.

But let’s say we’re talking about corporate scienter rather than individual scienter.  Now, again, nondefendant individual sales may be relevant here, but how they are relevant depends on your theory of how to attribute scienter to a corporation.

Suppose corporate scienter is gleaned from the overall functioning of the organization.  The fact that there is evidence that at least some insiders (maybe highly placed ones) had knowledge of the truth, and yet the company issued false statements despite that knowledge, may give rise to an inference of exactly the kind of communication breakdown that justifies treating the entity as though it behaved recklessly.

Or, suppose corporate scienter is based on the scienter of someone who – as some circuits have held – approved the false statement, or furnished information for inclusion.  These insiders may very well have done that.  Maybe they approved false statements, or supplied false information to someone else.  Their sales indicate knowledge of the truth; their actions permit their own scienter to be attributed to the entity.

Why not just name them as defendants, then?  Simple: Their internal involvement with corporate information flow may not be enough to constitute a false statement under Janus Capital Group, Inc. v. First Derivative Traders, 564 U.S. 135 (2011), and though they may have participated in a scheme to defraud under Lorenzo v. SEC, 139 S. Ct. 1094 (2019), given how narrowly the Supreme Court has read reliance in the 10(b) context, see Stoneridge Inv. Partners LLC v. Scientific- Atlanta Inc., 552 U.S. 148 (2008), it’s not clear plaintiffs would be able to state a claim against them individually.  Thus, evidence of their knowledge contributes to an inference of scienter against the entity, but they are not proper defendants individually.

And, indeed, in Splash – which was cited by the Enphase court and held that the trades of nondefendants were irrelevant – the actual individuals who traded had been defendants earlier in the case, and were dismissed because plaintiffs could not show they had personally made any false statements.

Or! There is another possibility.  As I discussed in my post two weeks ago, some circuits have held that if truthful information was available to persons who played a role in approving or furnishing false information, etc, plaintiffs may be able to create a pleading stage inference that someone who approved or furnished false information acted with scienter, even if they cannot identify who that person is in their complaint.  And those allegations might create a strong inference of corporate liability for 12(b)(6) purposes, with the specific guilty agent to be identified later.

Insider sales by nondefendants may help contribute to that inference.  Maybe plaintiffs can’t show they were personally involved with generating the false statements, but there may be enough of them – highly placed – that you can infer at least one of them probably was.  Or, going back to the proximity issue, if they are adjacent to power, their knowledge may contribute to an inference that the truth was widely known at least among higher level people, so that, again, it is likely that at least one such person contributed to the false statements while knowing the truth.

I am not saying that any of these inferences were appropriate in Enphase – maybe not.  And how strong they are likely to be is necessarily going to vary case by case.  But the issue deserves more unpacking than a simple maxim that nondefendant sales are irrelevant to to scienter.

For your reading enjoyment, I’ve posted a new draft, Supreme Risk, to SSRN.  This is the abstract:

While many have discussed the social issues that might arise because of a majority-conservative Supreme Court, one critical consequence of the current Supreme Court has been overlooked: the role of the Supreme Court in generating or avoiding systemic risk. For some time, systemic financial risk has been regulated by a mix of self-regulatory organizations (SROs), such as the Depository Trust Corporation, and federal regulators such as the Financial Stability Oversight Council. However, the Supreme Court’s recent jurisprudence now creates real risk that federal courts will declare keystone SROs unconstitutional because they do not fit neatly into an eighteenth-century constitutional framework.

SROs are under-appreciated regulatory entities comprised of industry members regulating their own industries with deferential oversight from federal administrative agencies. While ordinary civics discussions entirely omit SROs, they play a critical legal and economic roles and exercise enormous power delegated to them by the federal government. Yet as nominally private entities, they enforce federal law and their own rules without abiding by the restrictions imposed on governmental entities, such as providing due process.

This article makes three contributions to the literatures in financial regulation and constitutional law—disciplines which rarely interact. First, it provides a detailed account of how SROs became functionally integrated into the federal government and serve as federal law enforcement and regulators. Second, it shows how four different constitutional doctrines, now resurging under a conservative-majority Supreme Court, pose existential threats to existing SRO models. Third, the Article explains how Supreme Court decisions declaring SROs unconstitutional or limiting their powers generate systemic risk and may trigger a financial crisis.

NOTRE DAME LAW SCHOOL may have one or more tenured or tenure-track faculty positions that will begin in Fall 2022. At the heart of a Catholic university, Notre Dame Law School aims to educate lawyers and sustain a community of scholars who understand law as a vocation—a way to serve God and humankind. Our Catholic mission also moves us to be open and welcoming to people of all viewpoints and religious traditions. The Law School’s interest is not limited to any particular subject or subjects. Applicants for these positions should possess excellence in academic background and either demonstrated excellence in scholarship and teaching or the potential for such excellence. Notre Dame is an Equal Opportunity/Affirmative Action Employer of all protected classes including veterans and individuals with disabilities. We welcome applications from women and people of color who will enrich and diversify our faculty. 

The University of Notre Dame supports the needs of dual career couples and has a Dual Career Assistance Program in place to assist relocating spouses and significant others with their job search. The University is also a member of the Greater Chicago Midwest Higher Education Recruitment Consortium. Contact: Professor Sam Bray, Vice Chair, Faculty Appointments Committee, via email at sbray@nd.edu or by mail at Notre Dame Law School, P.O. Box 780, Notre Dame, IN 46556.

image from openjurist.org

Assistant/Associate Professor of Law Positions

Georgia State University College of Law invites applications for two tenure-track Assistant or Associate Professor positions to begin no later than the 2022-23 academic year. In particular, we seek candidates who will teach in one or more of the areas of contract law, corporate law, evidence, civil procedure, and commercial law.

Part of a comprehensive research university, the College of Law is a dynamic urban-centered law school located in the heart of Atlanta with approximately 650 full- and part-time law students. We seek candidates who will make substantial and meaningful scholarly contributions, participate actively in the life of the law school, and who will enhance the College of Law’s strong teaching reputation. We encourage applications from candidates who would diversify our faculty.

The faculty of Georgia State University College of Law is a collegial and accomplished community of scholars and teachers. Faculty members have published in leading law reviews and peer-reviewed journals, have authored books and book chapters, opinion pieces, and white papers, and have frequently appeared in national and international news outlets. Faculty scholarship is supported through research assistance, summer stipends, travel support, and awards. The College of Law is consistently recognized as a best-value law school and a top-ranked school for diversity and achieves excellent bar passage and post-graduate employment rates. The College of Law also features innovative and nationally renowned programs in access to justice, legal analytics, health law, metropolitan and urban growth, and sports and entertainment law.

Applicants will have a J.D. or foreign equivalent and a strong academic record. In addition, applicants should demonstrate a track record or promise in teaching and research. The successful candidates will teach 3-4 courses per academic year in the College of Law and advise graduate students. Applicants should apply with a statement of interest, full curriculum vitae, research agenda, teaching evaluations (if applicable), diversity statement (if applicable), and list of references at https://academicjobsonline.org/ajo/jobs/19259. Please note that applicants may be required to submit further documentation prior to a campus interview, including three written letters of recommendation.

Review of applications will begin immediately and continue until the positions are filled. To ensure full consideration, please submit your application by September 15, 2021. Applications received after this date may be considered at the discretion of the College of Law Recruitment Committee. For any questions related to the positions, please contact Professors Erin Fuse Brown (efusebrown@gsu.edu) or Yaniv Heled (yheled@gsu.edu).

Georgia State University, a University System of Georgia unit, is an equal opportunity educational institution and an equal opportunity/affirmative action employer. As required by Georgia State University, an appointment is contingent upon successfully demonstrating degree attainment and completing a background investigation.

Please note the deadline extensions on the following previously posted calls for papers for the 2022 AALS Annual Meeting.

+     +     +     +     +

Section on Securities Regulation: Open Call for Papers

The AALS Section on Securities Regulation invites submissions for its session at the 2022 annual meeting of the AALS. The annual meeting will be held virtually from January 5-9, 2022, with Section on Securities Regulation panel scheduled for Saturday, January 8 from 12:35-1:50pm. We welcome submissions at any stage of development, although preference may be given to more fully developed papers over abstracts and paper proposals. The submission should relate to the following session description:

Equality and Access in Securities Markets

Recent years have seen increasing attention to issues of equality and access in securities markets. Nasdaq has proposed requiring listed company boards to include at least one female member and one member from an underrepresented minority. The SEC recently amended Regulation S-K to add human capital as a broad topic for disclosure, but declined to require companies to divulge diversity data. In addition to issues relevant to regulated companies, gaps remain in the gender and racial diversity of the SEC’s own commissioners and staff. More broadly, equity and access in securities markets have expanded due to Robinhood and similar modalities, as exemplified by the “meme stock” phenomenon. This panel will provide a forum for securities regulation scholars to discuss the reforms on the table as well as others that require more attention.

By August 31, 2021, please send your submission to Jackie Walters at jljamiso@illinois.edu. The authors of the selected papers will be notified in September 2021. In addition to the proposal submission please also indicate (a) whether you are tenured, pre-tenure, or other; and (b) whether you are in your first five years as a law professor (including any years spent as a fellow or visiting assistant professor).

Section on Securities Regulation: Emerging Voices in Securities Regulation

The AALS Section on Securities Regulation invites submissions from junior scholars (defined as those who have been in a tenure-track position for 7 or fewer years) for its Emerging Voices session at the 2022 AALS annual meeting. The session will be held virtually on Saturday, January 8 from 4:45-6:00 p.m. (EST). The session brings together junior and senior securities regulation scholars for the purpose of providing junior scholars feedback on their scholarship and helping them prepare their work for submission for publication. Junior scholars’ presentations of their drafts will be followed by comments from senior scholars and further audience discussion.

If you would like to present your draft as a junior scholar, by August 31, 2021, please send your draft to Professor Jeremy McClane at jmcclane@illinois.edu. We welcome submissions at any stage of development, although preference may be given to more fully developed papers over abstracts and paper proposals. The authors of the selected papers will be notified by mid-September 2021. 

If you would like to volunteer to provide feedback as a more senior scholar, please let Professor McClane know, at jmcclane@illinois.edu, by August 31, 2021. Thank you in advance for your generosity.

On behalf of the Section on Securities Regulation

Chair: Jeremy McClane (University of Illinois)
Chair-Elect: Kristin N. Johnson (Emory University)

Member of the Executive Committee:
Benjamin Edwards (University of Nevada, Las Vegas)
Gina-Gail S. Fletcher (Duke University)
Arthur B. Laby (Rutgers University)
Usha R. Rodrigues (University of Georgia)
Andrew Tuch (Washington University in St. Louis)
Yesha Yadav (Vanderbilt University)

VIRTUAL SYMPOSIUM and SPECIAL ISSUE

CALL FOR PAPERS

The Changing Faces of Business Law and Sustainability

The Business and Human Rights Initiative at the University of Connecticut, the Center for the Business of Sustainability at Penn State University’s Smeal College of Business, the College of Business at Oregon State University, and the American Business Law Journal (ABLJ) are pleased to invite submissions related to the role of business law to support and enhance firm and societal engagement on sustainability. This theme is consistent with 2020 AACSB Standard 9.

The COVID-19 pandemic, climate change, and public protests for social justice—as well as whole host of other emerging risks and threats to the environment and society—have generated newfound questions about the appropriate roles of legal rules, principles, and institutions towards promoting sustainable and broad-based value through business. Legal scholarship provides fertile ground for identifying the definitions, conflicts, contradictions, barriers, and limitations of business sustainability. It also provides promise for generating solutions to these challenges that accord with the rule of law, fairness, and equity while furthering the interests of firms and impacted communities. Effective scholarship in this regard requires a perspective that transcends any single area of law, regulatory domain, industry, or jurisdiction.

We seek manuscripts related to any areas of law applicable to the ways in which sustainability is, or should be, addressed by business. Appropriate topics include, but are not limited to:

· Legal structures, opportunities, or regulatory mechanisms to incentivize or increase sustainability in business

· Private and hybrid public-private governance mechanisms related to sustainability and business

· Incentive systems for technological and commercial innovation in sustainability

· Regulation of ESG investing, reporting, and risk management practices

· Critiques of legal and economic structures that fuel unsustainable business practices

· The implications of diversity, equity, and inclusion practices by business for sustainability

· The intersections of business sustainability with human rights and/or globalization

· Issues related to the intersection of business, sustainability, and environmental justice, social justice, and/or structural racism

Complete information about the Symposium on Sustainability and Call for Papers is here: Download ABLJ 2022 Symposium Call for Papers

Prof. Carla L. Reyes has published Autonomous Business Reality in the Nevada Law Journal.  The article apparently just became available on Westlaw.  The abstract is below and you can find a version of the paper on SSRN here.

Society tends to expect technology to do more than it can actually achieve, at a faster pace than it can actually move. The resulting hype cycle infects all forms of discourse around technology. Unfortunately, the discourse on law and technology is no exception to this rule. The resulting discussion is often characterized by two or more positions at opposite ends of the spectrum, such that participants in the discussion speak past each other, rather than to each other. The rich context that sits in the middle ground goes disregarded altogether. This dynamic most recently surfaced in the legal literature regarding autonomous businesses. This Article seeks to fill the gap in the current discussion by creating a taxonomy of autonomous businesses and using that taxonomy to demonstrate that automation, standing alone, is not what makes autonomous businesses exceptional. Rather, the capacity of autonomous businesses to make radical governance changes more prevalent in the market pushes the boundaries of current choice of entity and governance paradigms while also illuminating low-technology functional equivalents that may offer more traditional businesses a path to governance reform.

To make these claims, this Article begins in Part I by briefly introducing the two emerging technologies that enable business automation. Part II reviews the existing literature and argues that by focusing on only one specific segment of the current autonomous business landscape, the literature misses key opportunities to evolve business law. Part III builds a map of existing autonomous businesses, demonstrating the differences among them and explaining them as a function of design trade-offs. Part III then uses that map to build a taxonomy of autonomous businesses and offers a framework for considering the broader impacts of autonomous businesses on law. Part IV examines ways that autonomous business reality may incentivize reforms in traditional corporations while simultaneously emphasizing the need for continued research and innovation in choice of business entity, organizational governance, and regulatory compliance.

The University of Idaho College of Law is hiring! We are searching for: (1) a tenure-track or tenured faculty member to teach Tax Law and related courses, (2) a tenure-track or tenured faculty member to direct our Entrepreneurship Law Clinic, and (3) an assistant or associate clinical professor in the area of Academic Success. More information about each of these positions is available below.

The University of Idaho is a comprehensive research institution, providing students with opportunities to study law at two locations, in Moscow and in Boise. Moscow is a vibrant college town in the Palouse region of the Inland Northwest, with affordable housing, excellent public schools, and diverse cultural offerings. Boise is one of the fastest-growing cities in the country, with thriving tech and startup communities, an exciting music scene, and a lively downtown. Both locations are in close proximity to natural beauty and outdoor recreation and have been named among the best places to live in the country.

As a land grant law school, the College is committed to public service and to providing an accessible and high-quality education in an inclusive environment. We have a strong, integrated clinical program and offer emphasis areas in Business Law & Entrepreneurship, Native American Law, and Natural Resources & Environmental Law. The University of Idaho is an affirmative action, equal opportunity employer, and we welcome and encourage qualified individuals of all backgrounds and identities to apply, including and especially those from historically underrepresented groups within the legal profession. More information about the College is available at https://www.uidaho.edu/law.

Tax

The University of Idaho College of Law seeks to hire a tenure-track or tenured faculty member in the area of Tax Law for its Moscow location. Both entry-level and lateral candidates are encouraged to apply. The faculty member will be responsible for teaching an introductory tax course, as well as other classes that may include advanced tax courses and Wills, Trusts, and Estates. The faculty member will also be responsible for mentoring students, advising students on curricular and co-curricular activities, and developing a scholarly, outreach, and engagement agenda that will enrich the scholarly and legal communities and those they serve. Candidates must have a J.D. from an accredited school or the equivalent, a distinguished academic record, a record or the promise of teaching excellence and scholarly productivity, and a record or the promise of expertise in tax law. Preferred qualifications include post-J.D. practice, clerking, or teaching experience and an interest in teaching Wills, Trusts, and Estates. Interested candidates should submit an application, including a statement of demonstrated commitment to fostering an inclusive community, at https://www.uidaho.edu/human-resources. Please direct questions to Sam Newton, the search committee chair, at samnewton@uidaho.edu<mailto:samnewton@uidaho.edu>. Priority consideration will be given to applications received by September 15, 2021.

Entrepreneurship Law Clinic

The University of Idaho College of Law seeks to hire a tenure-track faculty member to direct its Entrepreneurship Law Clinic, which serves Idaho’s startup and small business community. Depending on the successful candidate’s expertise and qualifications, the clinic may also operate as a USPTO Certified Trademark Clinic. The faculty member will be responsible for supervising the clinic, teaching one additional course on a related subject, mentoring and advising students, and developing a scholarly, outreach, and engagement agenda that will enrich the scholarly and legal communities and those they serve. Applicants must have a J.D. from an accredited school or the equivalent; a distinguished academic record; at least five years of post-J.D. practice or clerking experience, two of which must have been spent primarily in areas relevant to serving clients in the startup and small business community; active membership in at least one state bar and the ability to obtain Idaho State Bar admission as a supervising attorney by November 1, 2022; and a record or the promise of teaching and scholarly excellence. Preferred qualifications include clinical teaching experience and at least three years of experience in trademark prosecution before the USPTO within the last five years. Interested candidates should submit an application, including a statement of demonstrated commitment to fostering an inclusive community, at https://www.uidaho.edu/human-resources. Please direct questions to Aliza Cover, the search committee chair, at alizac@uidaho.edu<mailto:alizac@uidaho.edu>. Priority will be given to applications received by September 15, 2021.

Academic Success

The University of Idaho College of Law seeks to hire a full-time clinical faculty member to teach academic skills courses, develop and administer academic support and advising programs, and implement relevant policies, in collaboration with the College’s student services team. The position is a fiscal-year appointment with faculty voting rights and associated faculty governance responsibilities. The faculty member will design, implement, and promote activities to help all College of Law students achieve their full academic and professional potential through academic skills, bar preparation, and advising programs, as well as through individualized academic counseling and advising. Applicants must have a J.D. from an accredited school or the equivalent, a distinguished academic record, and at least three years of practice, teaching, or clerking experience. Preferred qualifications include three or more years of experience in student affairs, academic success, or related job duties; passage of a bar exam in any state; teaching and/or tutoring experience in highly specialized fields, preferably law; experience working calmly and respectfully with students or others in crisis; and ability to work collaboratively in creating and delivering programming and advising related to academic success. Interested candidates should submit an application, including a statement of demonstrated commitment to fostering an inclusive community, at https://www.uidaho.edu/human-resources. Please direct questions to search committee chair Benji Cover (bcover@uidaho.edu<mailto:bcover@uidaho.edu>). Priority will be given to applications received by September 15, 2021.

The following showed up in my inbox this week and may be of interest to readers of this blog:

As part of our Capitalism & Rule of Law Project (CapLaw), the Law & Economics Center (LEC) at George Mason University Antonin Scalia Law School is having a big week, including by focusing attention on an important anniversary in the debate over capitalism and the rule of law. Two years ago today, on August 19, 2019, the influential Business Roundtable released what it called a “new Statement on the Purpose of a Corporation signed by 181 CEOs who commit to lead their companies for the benefit of all stakeholders – customers, employees, suppliers, communities and shareholders.” This statement is one of many alarming calls for the abandonment of traditional and time-tested principles of corporate governance, perhaps most succinctly captured in the title of Milton Friedman’s 1970 essay in The New York Times: “The Social Responsibility Of Business Is to Increase Its Profits.”

Here’s a selection of CapLaw highlights from this week: