The 2026 National Business Law Scholars Conference (NBLSC) will be in Las Vegas, at the William S. Boyd School of Law at the University of Nevada, Las Vegas on May 26 and 27, 2026. This will be the 17th meeting of the NBLSC, an annual conference that draws legal scholars from across the United States and around the world.

For attendees traveling from the east coast, the 2026 Law and Society Conference will be in San Francisco from May 28-31. The timing may make it possible for attendees to go directly from NBLSC in Las Vegas to Law and Society in San Francisco without needing to fly back east. The May date also allows us to host the event in Vegas before the summer grows uncomfortably hot.

The following comes from friend-of-the BLPB George S. Georgiev at the University of Miami School of Law:

UNIVERSITY OF MIAMI SCHOOL OF LAW

Location: Miami, FL

Subjects: Business Law, Environmental Law, Health Law, International Law, Law & Technology

Start Date: August 1, 2026

The University of Miami School of Law seeks up to four entry-level or lateral candidates to join our vibrant community beginning in Fall 2026.

We welcome applications from outstanding scholars who will add to the diversity of our faculty, contribute to the intellectual life of the school, enhance our teaching mission, and engage in meaningful service. Our subject-matter interests include, but are not limited to, Business Law, Environmental Law, Health Law, International Law (especially trade and international business), and Law & Technology.

Our search for lateral candidates includes a potential joint appointment with the University’s Frost Institute for Data Science & Computing. We seek eminent faculty who have an established reputation for producing high-profile research in areas relevant to the Institute’s goal of “enabling discovery through data-intensive research in fields ranging from medicine to earth sciences, urban planning, digital humanities, and business.” We are particularly interested in faculty whose research focuses on artificial intelligence and machine learning; such research could relate to any doctrinal area. To learn more about the Institute, see https://idsc.miami.edu/.

Interested candidates should apply online for the position via the University of Miami employment portal and submit a cover letter, curriculum vitae, the names of three references, and teaching evaluations (if available) in PDF format. Questions can be directed to Professor Kele Stewart, Chair, Faculty Appointments Committee, at Appointmentscommittee@law.miami.edu

The University of Miami is an Equal Opportunity Employer. Females, Minorities, Protected Veterans, and Individuals with Disabilities are encouraged to apply. Applicants and employees are protected from screening based on certain categories protected by Federal law.  Click here for additional information.

Job Status: Full time

Employee Type: Faculty

The University of Miami is an Equal Opportunity Employer – Females/Minorities/Protected Veterans/Individuals with Disabilities are encouraged to apply. Applicants and employees are protected from discrimination based on certain categories protected by Federal law. Click here for additional information.

Submissions are open for the 8th Conference on Law & Macroeconomics to be held on December 4-5, 2025 at the New York University School of Law in New York City. Submissions are due on or before September 15, 2025.

We live in a world of growing macroeconomic challenges brought about by the interconnected threats of climate change, pandemics, armed conflict, immigration, trade wars, financial instability, and ongoing technological disruption within the global markets for investment capital, goods, services, and labor. These challenges reinforce the importance of research at the intersection of law and macroeconomics. Together, these interconnected challenges are also the theme of the 8th Annual Conference on Law and Macroeconomics.

The conference organizers welcome submissions on the role of law, regulation, and institutions in:

• Monetary policy and price stability
• Financial regulation
• Fiscal policy
• Public debt
• International trade
• Development policy and financing for development
• Economic growth and efficiency
• Global macroeconomic/exchange rate coordination
• The economic impact of climate change
• Labor and migration patterns
• Technological disruption

The call for papers is open to scholars from all relevant disciplines, including but not limited to law, macroeconomics, history, political science, and sociology.  Interested applicants should submit their papers for consideration on or before September 15, 2025 using this form. Abstracts and introductions are also welcome, but full drafts of accepted papers will be expected for distribution to conference participants by November 1, 2025.  Please send any questions about the conference or this call for papers to Dan Awrey at dan.awrey@cornell.edu and/or Michael Ohlrogge at ohlrogge@nyu.edu.

I posted about In re Facebook Derivative Litigation, 2018-0307, way back in in 2023, when the Delaware Court of Chancery denied a motion to dismiss. The action has become a sprawling set of claims arising out of Facebook’s violation of its FTC consent decree regarding data privacy, and the resulting scandal and penalties that followed. The parties just filed their pretrial briefing and let’s just say this thing might actually go to trial – a first for Caremark.

I’ve posted about the Caremark doctrine and its tensions multiple times, and I also address them in my draft paper, The Legitimation of Shareholder Primacy (which really, really needs to be updated because it was posted before the recent amendments to the DGCL). The main issue being, Caremark (including its sister doctrine, Massey) represents a hard limit on directors’ ability to seek profits: they may not do so by intentionally violating the law (or intentionally turning a blind eye to legal violations). That may be a necessary doctrine in order for corporate law to maintain its social legitimacy, but it sits uneasily aside the principle of shareholder primacy, not to mention the reality that corporations can organize wherever they like, and therefore will not choose jurisdictions that limit their ability to benefit shareholders. So this trial – coming at a moment when a number of corporations have threatened to leave Delaware over its (allegedly) too-strict policies – is awkwardly timed.

There are a number of different, but related, allegations in the action, some of which fit more neatly into the shareholder wealth maximization box than others. The most traditional one, and therefore the most boring, is that Zuckerberg traded on inside information; he sold stock knowing the company’s violations were going to be revealed. Another claim, which is novel in application but traditional in its basic outlines, is that the company agreed to pay a higher penalty in exchange for letting Zuckerberg personally off the hook with the FTC. That’s an unusual allegation but its shape – a company paid to benefit a controlling stockholder financially – fits within traditional parameters.

From a legal perspective, then, the headline claims are the ones that come squarely within Caremark: that the officers of Facebook intentionally violated the law in order to make money for the company, and the directors (including Marc Andreessen, Reed Hastings, and Peter Thiel) turned a blind eye. Obviously, of course, Facebook’s violation of its FTC consent decree resulted in financial harm to shareholders – the company paid a penalty, there was scandal, stock price drop, etc – but normally, if business decisions result in a loss, we don’t say it’s something shareholders can sue over; we assume boards took a risk and it didn’t pay off. Caremark, uniquely, provides you can’t do that for illegal conduct. Plus, of course, Caremark prohibits any argument by the board that, sure, maybe there was a loss in the end, but the profits were so enormous initially that shareholders came out ahead – which is something you could argue for an ordinary business decision. (At least, I don’t think Caremark allows that argument; we’ve never had a trial and a damages award so who knows.) So Caremark is an odd duck in a shareholder primacist framework: no, it says, boards of directors cannot do everything in their power to earn profits.

Clearly the Facebook plaintiffs are aware of this, because they try to suggest the lawbreaking wasn’t just about profiting Facebook: they also argue certain board members benefitted personally from Facebook’s practices because their related companies used the data shared by the company (Andreessen, Hastings, Thiel). That move is an attempt to shoehorn a more traditional financial conflict of interest into the Caremark claims in order to render them more palatable to the Delaware courts.

Anyway, the recent changes to Delaware law, which in general make it harder (impossible) for shareholders to bring any kind of lawsuit, do not, formally, apply to this case. That said, the trial (if it happens) and the appeal (inevitable) will operate in the shadow of a fairly obvious legislative rebuke to the Delaware judiciary, and quite frankly, I have no idea which way that will cut.

The following guest post comes to us from Ilya Beylin of Seton Hall Law School.

It is assumed that stock prices of public companies should grow, and indeed, this has been the case consistently over the decades if something like the S&P500 index is considered in aggregate.  But stock price should only grow when firms become more profitable (or the discount rate decreases, which I am going to ignore).  Why should firms become more profitable?  A profitable firm is doing fine, and its stock represents an annuity.     

I raise these questions because of the operational predicates to profit growth.  Typically, growing profitability over the long term comes from either expansions of scale or scope.  I am ignoring cost cutting, which I believe tends to have more limited potential for sustained profitability growth.  But expansion (in scale or scope) within the hierarchical model of a firm results in an attenuation of internal monitoring.  Where expansion takes place, top management increasingly relies on middle management, dispersing information and control.  This then puts pressure on the systems through which information is aggregated and percolated to decision-makers.[1]  In the absence of an excellent team that somehow overcomes the challenges of managing a larger organization, the pressure to increase profits through growth undermines responsible leadership.[2]  

The attenuation through which firm leadership loses its grasp on firm operations explains a number of legal trends, such as:

• Challenges to prosecution under intent-based standards due to leadership rarely having concrete involvement in the day-to-day decisions resulting in traumatic business conduct;
• The growth of regulation requiring compliance functions.  Internal personnel devoted to compliance oversight provide for ex ante prevention and structural awareness of antisocial practices within organizations.
• Emphasis on Caremark oversight standards.
• Emphasis on controls in securities law.

These trends[3] illustrate the tradeoffs core to our economic system, which exposes public firms to market discipline aimed at growing share price.  It may be that the current system is the best available alternative, and comes with costs.  After all, public equity markets share economic growth with savers and enable retirement.  But there are two related sets of questions that give me pause. 

The first is a matter of being a responsible human.  Even if the status quo represents an optimal approach, awareness of its costs is an antidote to narcissism and ignorance particularly for its beneficiaries.[4]  So what are the costs of a system that predisposes firms to expansion and management to ignorance?  This question opens a subsidiary set of inquiries: Who suffers for the benefit of savers?  How much do they suffer?  How should the suffering be acknowledged (keeping in mind that most victims of the discussed attenuation have no legal recourse)?[5]    Is there good literature studying the social costs of expansion for firms?  I emphasize social costs rather than solely the financial risk because the weakening of internal monitoring may lead to a variety of shortcuts harmful to constituencies beyond investors.

There is a second, more ambitious set of questions that I offer halfheartedly:  Is the current level of market discipline[6] in managing the economy desirable or should improvement arrive less as reaction to investor demand and more through proactive firm innovation?  If we had an economic order less reliant on public equity markets and more reliant on debt financing (e.g., banks), would the social gains from more informed, responsible operations (partly) offset the loss to savers?[7]  Should our stock market be reconceptualized as an annuities market to relax the pressure to increase profitability?  Should investors be educated not to expect their shares will grow in value to change norms?[8]    

Another formulation of my questions may be what are the lessons from the Mittelstand? 

I know that folks say that those who do not expand lose market share, but I don’t see why that has to be the case — I can point to a number of longstanding, successful small businesses that keep with their core competencies.   Another reaction may be that advances have concentrated in industries (software, biosciences) where the intangible nature of the assets makes debt financing difficult.  It may be that available economic advances are uniquely suited to being financed through markets that exert unyielding expansive pressure.

If as you read you think of good studies addressing some of these questions, please feel free to e-mail me cites and I will add them as footnotes to later versions of this post (with the help of the fantastic blog team).  This admittedly very loose and rough set of musings is meant to raise questions, with full awareness that intelligent people have done work on them that I have not read or acknowledged.

[1] External monitoring may sometimes compensate for the loss of internal monitoring.  Where the expansion is successful, external monitoring may increase so long as disclosure practices are robust.  Large successful public firms such as Alphabet, Apple, etc, attract external feedback (although some of this feedback may be distracting or misleading).  However, prior to success (and often success does not come), the effort to expand reduces internal monitoring without external monitoring arising to help coordinate the organization.  Furthermore, investors and those producing information for investors may not care as much about the non-financial dimensions of firm operations as employees and executives do (or there may be other blind spots in external monitoring relative to internal monitoring).

[2] Due to (inter alia) overconfidence, firms may overestimate the competencies of their leadership teams.

[3] Growth also has implications for consolidation and antitrust.  Moreover, as industry leaders consolidate, it becomes harder to distinguish rule of law from political favoritism as regulation tends to target the few specific firms that lead the market.  This is visible in the financial industry, in tech, and potentially in others.

[4] Referencing the serenity prayer, my emphasis is more on understanding and acceptance than change.  Understanding and acceptance often require seeing harm in context as produced by a process that is overall good or at least necessary.  It is because comprehensive examination is a path to peace that I pose the understanding of harm as a responsibility.  As background, the serenity prayer with my modification is “God give me the serenity to accept what cannot [or should not] be changed, the courage to change what can [and should be] changed, and the wisdom to know the difference.”

[5] Do larger organizations’ pursuit of ESG measures represent a response to this problem? This may be the case if the measures are structured as budgets delegated from the top to the bottom that then enable bottom-up reaction to perceived shortcomings in firm operations.

[6] My own view tends to be that strong market discipline is desirable because in its absence, upper management tends to have too much power.  In other words, imperial CEOs are even worse than the distortions empowered shareholders introduce.

[7] The proposal is not to increase leverage and risk-taking through substituting external debt for external equity, but rather, over the lifetime of the business to maintain more of the equity in the hands of insiders who I am assuming are more risk averse because of their connection to the business in non-investor capacities.  Admittedly, this could lead to more income inequality as business productivity is not broadly shared with external shareholders.

[8] I am not questioning that shareholders will continue to elect directors and may do so on the basis of firms’ financial performance. 

Saints and Sinners.  I’ve blogged here before about Ed Rock’s thesis that Delaware common law operates as much by singling out particular corporate actors for scathing criticism than by imposing formal sanction (arguably, the recent conflagration was because Delaware departed from that practice – but maybe not; at least some seem to have taken issue with judicial “tone,” as well).

Anyhoo, VC Laster’s opinion in Leo Investments Hong Kong Limited v. Tomales Bay Capital Anduril III, L.P.  is a shining example of the genre.  Laster ended up only imposing nominal damages of $1 on the defendant fund manager, but man did he rake the fund manager over the coals.  The case, incidentally, is also an interesting little window into private company capitalization – and, as I previously have blogged about, how private companies increasingly work closely with supposedly “independent” funds that hold their shares.

The setup: Iqbaljit Kahlon is a fund manager with ties to Peter Thiel. He formed a fund designed to buy certain shares of SpaceX.  One of the investors in the fund was supposed to be a publicly traded Chinese company, but Chinese law required that it disclose the investment.  SpaceX was not happy; for various political and regulatory reasons, it tries to avoid having Chinese investors.  So, SpaceX refused to allow the fund to have the shares unless the fund kicked out the Chinese investor, which then sued the fund.  Laster found that Kahlon largely acted within his fiduciary obligations – his duties ran to the fund, not individual investors, and getting rid of this one investor was the best way to protect the fund – and within his contractual obligations.  But, as Laster demonstrates, his entire approach to this deal was extraordinarily sloppy, from failing to understand the kinds of disclosures the Chinese investor would have to make to trying to place all the blame on the investor after the fact in order to remain in SpaceX’s good graces, to – Laster notes almost as an aside – misleading other investors about the Fund’s access to SpaceX shares in order to prompt some voluntary withdrawals.  Laster concludes, “Leo Group did not show that Kahlon acted recklessly. Leo Group proved that Kahlon acted callously towards one of his investors. Leo Group would be justified in never doing business with Kahlon again, and other investors might want to think twice.”  Yikes.

To Be Fair, My Inbox is Pretty Full Too.  In 1995, Congress passed the Private Securities Litigation Reform Act, which, among other things, imposes high pleading burdens on plaintiffs bringing claims under Section 10(b).  These plaintiffs must “state with particularity facts giving rise to a strong inference that the defendant acted with” scienter – and of course, they must do so without access to discovery.  These days, plaintiffs usually try to get hold of former employees who are willing to dish, but it’s often practically or legally impossible to take statements from the higher ranking employees who are really in a position to know what the top officials knew.

So the plaintiffs in Washtenaw County Employees’ Retirement System v. Dollar General Corp. et al., 2025 WL 1749664 (M.D. Tenn. June 24, 2025), must have thought they hit the jackpot when former employees told them they had actually emailed the individual defendants with reports of the internal problems, and received responses from, inter alia, a vice president and the CEO’s secretary.  But was that enough to plead scienter?  Reader, it was not:

[T]he defendants correctly note that the Complaint does not allege that any of the Individual Defendants actually read or responded to the emails. On this point, after first merely noting that the emails “prompted . . . response[s] from Defendants’ subordinates,” the plaintiffs state that two Individual Defendants “had their subordinates respond.” But the Complaint does not actually allege that any defendant directed anyone to respond to either [former employee]. Thus, consistent with the facts alleged in the Complaint, certain Individual Defendants’ subordinates could have read the emails and responded, or forwarded them to other Company employees for response, without consulting any Individual Defendant. While it may be a plausible inference from the facts alleged that subordinates would not respond to emails of this sort—or forward them to another high-level official for response—without consulting their bosses, it strikes the court as also plausible that, at a company of Dollar General’s size, CEOs and CFOs may not manage their own inboxes and are not consulted about emails from individual Store Managers or mass-emails individual Store Managers send upon their resignation, listing problems with the Company….[T]he Complaint does not allege that any defendant read the emails and does not allege with particularly any fact showing that any defendant either knew about the emails or directed their subordinates to respond.

In other words, it is not sufficient under the PSLRA to identify the specific communications informing the defendants of problems, because how can you be sure they check their email?

Goes to show, a requirement of “particularity” in pleading is standardless when the rubber meets the road; there are always going to be facts missing, if you want them to be.

A cert grant. The Supreme Court will hear argument over whether individual investors (i.e., Saba Capital) can sue under the Investment Company Act to invalidate fund takeover defenses. I’ve blogged a few times about Saba’s battles with closed-end funds; Mike Levin and I also discussed the cert petition while it was still pending on the Shareholder Primacy podcast, here on Apple, here on Spotify, and here on YouTube.

Some personal news. I’ve moved!  In case anyone missed it, I’ve recently left Tulane to join the faculty at the University of Colorado Law School.  Tulane was a fantastic academic home for me for 10 years, and there is nowhere in the world like New Orleans; I will miss them both terribly.  But I am also excited for my new adventure.

And there is no other thing.  The Shareholder Primacy podcast is on a break this week for the holiday.  Happy 4^th, everyone!

On May 22, 2025, Chief Justice Herndon of the Nevada Supreme Court announced that he “will file a petition next month with the Supreme Court to approve the creation of the Commission to Study the Adjudication of Business Law with the expectation that the dedicated business court will be operational within a year.”

He explained the need for the Commission:

“We currently have tremendous district judges working very hard on our state’s business law cases and we want to find ways to better support them. We have been closely following the discussion related to Assembly Joint Resolution 8 in the Nevada Legislature and compliment the Legislature for focusing on the desire to greatly improve how the courts resolve complex business matters,” Herndon said. “To that end, I’m confident that within our own court system we can enhance our existing approach to business law cases and create a dedicated court where district court judges hear only business cases and do it without any additional fiscal impact on the state.”

“In addition, we can address the timeliness and efficiency of judicial review of business cases, eliminate the need to amend the constitution and the uncertainty associated with waiting years to see if the resolution gets approved,” Herndon continued.

Earlier this year, the Nevada legislature approved a constitutional amendment to authorize an appointed business court. It’ll need to be approved again in the 2027 session and then pass a referendum to become part of the constitution so it remains years out.

I’m hopeful that shifting resources around within the existing judiciary in the near term can improve case times by allowing the existing bench of elected judges to specialize to a greater degree. If this brings case resolution times down and results in more efficient resolution, I’d be delighted. It’s also the sort of infrastructure change that will make it easier for persons residing outside of Nevada to select Nevada as their preferred jurisdiction for new entities.

And Nevada’s judiciary does appear overworked. In the run up to the constitutional amendment launch, I requested records from the Nevada Judiciary to have data to hand about case resolution times. Statewide statistics were not available, but the Clark County numbers for FY’2024 showed 1,228 days to disposition. ’23 and ’22 were better at 656 and 582 respectively. This still lags far behind Delaware which disposes of about 9 out of 10 motions in under 90 days. Of course, this isn’t a perfect apples to apples comparison as the different courts have different jurisdictions–and Delaware’s Chancery never needs to run a jury trial.

This is how the Nevada Supreme Court described the forthcoming Commission:

The Commission to Study the Adjudication of Business Law will invite stakeholders to participate in promulgating rules for the business court program, identify and create a training /certification process to certify eligible judges for business court, decide how eligible judges will be chosen, and how their opinions are disseminated, among other matters.

According to Herndon, the Commission will include members of the Nevada Legislature, the Governor’s office, judges from district courts, attorneys who specifically practice in the area of business law, representatives of the broader business community and other members of the State Bar of Nevada.

Although I haven’t yet been able to find the Commission to Study the Adjudication of Business Law on the Court’s website or administrative order docket, it appears likely to bring together a community of stakeholders invested in the success of Nevada’s business law.