Assistant Professor of Business Law

9-Month Tenure-Track Position

The AACSB accredited College of Business at Louisiana State University Shreveport (LSUS) seeks applications for a tenure-track scholar position from qualified scholars at the rank of Assistant Professor of Business Law starting August 2025. Applications will be considered from all candidates who meet our AACSB qualifications.

The selected candidate will report to the Chair – Department of Accounting and Business Law, and will be expected to teach at both the undergraduate and graduate levels in face-to-face and online settings. Candidate will be expected to produce scholarship at a level consistent with our AACSB Scholarly Academic standards, and actively engage in service to the department, college, university, and community.

Minimum Qualifications: Applicants must possess a Juris Doctor degree from an ABA-accredited law school and be admitted to practice law by the highest court of at least one of the United States.  Candidates must demonstrate teaching excellence.

Preferred Qualifications: Preference will be given to candidates who have at least one year of experience teaching Business Law classes.

Application: To apply for this position, a CV, cover letter, statement of teaching philosophy, copies of all transcripts that include relevant course work, and contact details of three references should be sent electronically to Tingtsen (Robbie) Yeh, Chair – Business Law Search Committee at  Tingtsen.Yeh@lsus.edu. The search will remain open until the position is filled. Selected candidates for the interview will be asked to provide three letters of recommendation. LSUS is an Affirmative Action and Equal Opportunity Employer. To be considered, the email subject must be “Tenure Track Faculty Application.” 

About LSUS: In addition to a collegial faculty, our University boasts a high percentage of faculty with terminal degrees. The LSUS College of Business currently enrolls over 700 undergraduate students pursuing majors in accounting, finance, general business, management, and marketing. Our graduate enrollment currently exceeds 5000 students in our accelerated online Master of Business Administration and Master of Health Administration programs.

About Shreveport: The Shreveport-Bossier City area offers an attractive quality of life, combining the conveniences of a big city with the warmth and hospitality of a smaller town. With a metropolitan population of more than 319,000, the Shreveport-Bossier City area offers a low cost of living, affordable housing, and many diverse dining and entertainment options. Exceptional outdoor recreation opportunities abound. Frequently called “A Sportsman’s Paradise,” the area’s mild climate, various lakes and rivers, and beautiful parks create the perfect setting for jogging, bicycling, water skiing, jet skiing, hunting and fishing. For other recreational activities, Shreveport-Bossier is home to riverboat casinos and horse racing at Louisiana Downs. Additional entertainment venues include the Brookshire Grocery Arena which hosts numerous musical events, comedians, rodeos, children’s events, ice-skating

productions, and other entertainment activities. Shreveport also hosts dozens of festivals with regional food and music, and offers regular theatrical productions, ballet performances, as well as performances by the Shreveport Symphony and the Shreveport Opera. Shreveport is also home to the American Rose Garden.

Like this Walgreen’s deal with Sycamore.

Very quick thing I note about it: It includes the equivalent of an earnout, namely, in addition to the cash consideration Walgreen’s shareholders receive, they also receive a “Divested Asset Proceed Right,” or DAP Right, which will entitle them to an additional $3 per share if Sycamore is able to sell VillageMD, (They get 70% of the net proceeds of the sale, up to $3 per share).

I don’t think the merger agreement is public yet, but this from the press release caught my eye:

WBA shareholders will receive, at closing of the Sycamore transaction, one non-transferable DAP Right per WBA share.

Why non-transferable? After all, it would be more valuable to shareholders if they could sell their DAP right, and that way informed traders could price it based on the likelihood of it reaching the $3 max payout, etc etc.

After all, that’s how Bristol did this not long ago, when it acquired Celgene:

If the merger is completed, Celgene stockholders immediately prior to the completion of the merger will be entitled to receive $50.00 in cash, one share of Bristol-Myers Squibb common stock and one contingent value right (each, a “CVR”) for each share of Celgene common stock held by them…The merger agreement obligates Bristol-Myers Squibb to use its reasonable best efforts to cause the Bristol-Myers Squibb common stock and the CVRs to be issued in the merger to be listed on the NYSE…

But look what happened! And also…. (There’s also an ongoing contract dispute). And a similar thing happened when Genzyme acquired Sanofi and paid with CVRs.

So the next time Bristol got the bright idea to buy a company using a CVR component, well:

Section 2.1 CVRs. Each CVR represents the contractual right of a Holder (granted to each Initial Holder as part of the consideration of the Merger pursuant to the terms of the Merger Agreement) to receive the Milestone Payment pursuant to, and subject to the terms and conditions of, this Agreement.

Section 2.2 Nontransferable. The CVRs shall not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted CVR Transfer; the foregoing restrictions shall apply notwithstanding that certain of the CVRs will be held through DTC. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of CVRs, in whole or in part, in violation of this Section 2.2 shall be void ab initio and of no effect. The CVRs will not be listed on any quotation system or traded on any securities exchange.

I can only assume the change was made so that the CVR would look less like a security – more like a contractual agreement – and therefore could not be the subject of a class action securities fraud claim.

And my guess is, that’s the same logic for the Walgreens/Sycamore DAP Right. Whether that’s enough to defeat the Howey test … well, that would be an intriguing Section 12(a)(1) claim, let me tell you.

And another thing. I lied, I’m still talking about SB 21, only this time in a Shareholder Primacy podcast with Mike Levin (we cover the original version as introduced by the Delaware legislature last month). Here at Apple, here at Spotify, and here at YouTube.

Sometimes I post for a naive audience, sometimes I want to get something out quickly and assume a more sophisticated audience, and with so much movement on SB 21 right now I’m opting for the latter.

So, first – the CLC offered some proposed changes to the law, which you can see here. (Mike Levin and I had just recorded a Shareholder Primacy podcast about the original flavor SB 21; that will still drop tomorrow morning; you can be the judge whether the overall assessment remains good in light of the proposed amendments). Brian Quinn says all that needs to be said about the CLC’s concept of retroactivity; I’ll just highlight what I think is significant.

Under the original version of the law, if the transaction did not involve a controlling shareholder, board level cleansing was achievable even if the board was majority-conflicted. As long as the disinterested directors voted in favor of the deal, it was cleansed – meaning, a board 4-1 conflicted could still cleanse the deal, so long as that single director voted in favor. If the transaction did involve a controlling shareholder, board-level cleansing required the creation of a majority-independent committee, but there was no specification as to how many committee members were necessary – one, in other words, would do.

The new statute says that board level cleansing, either for controller transactions or simply transactions where the board is majority-conflicted, requires the creation of a committee. The committee must have at least two people. All committee members must be disinterested. That’s an improvement, and even tightens the standards of existing law. But. As I understand it, disinterest in committee creation is measured by the board’s determination. In other words, the board – potentially a conflicted board – gets to decide who is disinterested, and put those people on the committee.

Once that occurs, if the deal is subsequently challenged, then – as I read the rule – the court cannot revisit whether the committee was in fact completely disinterested (maybe subject to a good faith challenge? I do not know). What the court can do is determine whether a majority of the actually disinterested people voted in favor of the transaction.

In other words, there’s a conflicted board. The board creates a 3 person committee that it determines is completely disinterested. Later, a shareholder brings a lawsuit, and establishes 2 of the 3 people were not, in fact, disinterested. The transaction still passes muster if that 1 disinterested person favored the deal, because that one person constitutes a majority of the disinterested directors on the committee. That’s how I understand the revisions, anyway.

Here is the relevant language, providing the deal is cleansed if:

The material facts as to the director’s or officer’s relationship or interest and as to the act or transaction, … are disclosed or are known to all members of the board of directors or a committee thereof, and the board or committee in good faith and without gross negligence authorizes the act or transaction by the affirmative votes of a majority of the disinterested directors then serving on the board or such committee (as applicable), even though the disinterested directors be less than a quorum; provided that if a majority of the directors are not disinterested directors with respect to the act or transaction, such act or transaction shall be approved (or recommended for approval) by a committee of the board of directors that consists of 2 or more directors, each of whom the board of directors has determined to be a disinterested director with respect to the act or transaction…

Whether all this is necessary to make incorporators feel comfortable, I do not know, but I really do need to emphasize again: Despite the fact that, under current law, controlling shareholder transactions require approval of both an independent board committee and disinterested shareholder approval – and conflicted director transactions need just one – if the claim concerns an ordinary course type of transaction, the vast majority of the time, the claim will be derivative, and it will be dismissed on the pleadings if there is an independent board. In other words, for many, if not most, transactions under current law, you can get the claim dismissed if there is a majority independent board with no further hullaballoo. I do think that layer of protection for boards/controllers should be a greater part of the conversation.

Beyond that, I keep thinking about the broader problem, namely, how did Delaware get to this place? One answer, that I offer in my The Legitimation of Shareholder Primacy paper, is that the normalization of certain governance practices in private/Silicon Valley companies ultimately clashed with standards that had been established for public companies.

But I think we can actually go further and trace the problems to something else: the Delaware Supreme Court’s decision in C&J Energy, which prohibited preliminary injunctions in most cases.

When I wrote Legitimation of Shareholder Primacy, I was very influenced by Ed Rock’s Saints and Sinners paper. He argued that Delaware decisions are like morality plays, where “bad managers” are called out in storytelling. But, critically, bad managers were rarely actually sanctioned – the jawboning was sufficient to induce discipline – because even when preliminary injunctions were denied, the court was able to weigh in early on problematic processes, which could induce a course correction and/or settlement. The cases never had to proceed to trial or – god forbid – judgment on the merits, because the process of seeking preliminary injunctions was sufficient to invoke court supervision, which could then be supplied without a definitive (and potentially offensive-to-corporate-insiders) ruling.

So I wonder if C&J, by cutting off the option of a preliminary injunction, also cut off an avenue of influence, which meant that court decisions on now-final deals became more high stakes, raising the temperature overall.

Just dropping a quick plug for my post at FT Alphaville on, well, the broad strokes theme we’re seeing in corporate governance.

And another thing: In this week’s Shareholder Primacy podcast, Mike Levin and I discuss the new 13D/13G guidance from the SEC. Available at Apple, Spotify, and Youtube.

Previously, I blogged about whether the proposed legislation is good or bad, including whether it’s good or bad for Delaware.

What I neglected to mention is that it is unequivocally bad for Delaware when normal people start to pay attention to Delaware’s fights.

Exhibit A:

Why Are Delaware Democrats Trying to Give Elon Musk $55 Billion?

For over a century now, Delaware has been the home of most large American corporations. The state government has set up an incredibly corporate-friendly regulatory, tax, and legal regime, and so big companies locate their official headquarters there. Many trusts and on-paper shell corporations are Delaware-based as well, for the same reasons. It’s a classic race-to-the-bottom dynamic where, because the federal government does not set a consistent baseline, states competed as to who could pander the hardest to big business, and Delaware hit bottom first. Most Fortune 500 companies locate there, and in return the state gets about a third of its budget from corporate franchise fees and taxes.

But Delaware’s incorporation laws also provide some rights to shareholders. While shareholders have extremely limited ability to sue over the business judgment of corporate managers, corporations must prioritize them and treat them fairly. Due to these precedents, Elon Musk has been losing repeatedly in Delaware Chancery Court over a proposed pay package for himself worth an estimated $55 billion. Musk responded by moving Tesla’s headquarters from Delaware to Texas to try to get his cash.

As a result, legislators from both parties, in short, panicked. As CNBC reported, Musk’s own lawyers drew up a sweeping reform to state law that would weaken protections and powers for small investors and almost certainly let things like Musk’s big pay package through.

Delaware is a tiny state with 0.2% of the American population, yet it has an enormous role in regulating our economy. It is bad for Delaware when the other 99.98% start asking why they don’t get a say.