Back in 2011, I wrote, in a Harvard Business Law Review Online article, that the default rule in analyzing all LLC questions should be one taken from CML V, LLC v. Bax, 6 A.3d 238 (Del. Ch. Nov. 3, 2010): “[T]here is nothing absurd about different legal principles applying to corporations and LLCs.” I still believe that. I further argued:

Where legislatures have decided that distinctly corporate concepts should apply to LLCs—such as allowing piercing the veil or derivative lawsuits—those wishes (obviously) should be honored by the courts. And where state LLC laws are silent, the court should carefully consider the legislative context and history, as well as the policy implications of the possible answers to the questions presented. Courts should put forth cogent reasons for their decisions, rather than blindly applying corporate law principles in what are seemingly analogous situations between LLCs and corporations. [footnotes omitted]

In 2014, I discussed a case West Virginia case in a post here at Business Law Prof Blog, More LLC Veil Piercing Forced into State Statutes. In that post, I was critical of a West Virginia Supreme Court of Appeals decision reading veil piercing into the state’s LLC statute.  My main issue with that case, Kubican v. The Tavern, LLC, 232 W.Va. 268, 752 S.E. 2d 299 (2013), was that” Virginia’s veil-piercing test stated more clearly than other states . . .  that corporate formalities are the main issue for the unity of interest test” for veil piercing an LLC. This is problematic because, of course, LLCs don’t have many formalities, and none of them are “corporate” (because LLCs are not corporations). 

To be fair, the opinion wisely directed that, for LLC veil piercing, courts  “disregard of formalities requirement.” But the overlay of corporate formalities and corporate traditions remain in the numerous other factors courts are to consider, and thus analysis of the factors are likely to occur with through a decidedly corporate filter.  That’s not reasonable or fair for LLCs. 

The West Virginia legislature is looking to remedy this, and overrule the Supreme Court of Appeals, has proposed Senate Bill 258: 

ARTICLE 3. RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY.

§31B-3-303. Liability of members and managers.

(a) Except as otherwise provided in §31B-3-303(c) of this code, the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company. A member or manager is not personally liable for a debt, obligation, or liability of the company solely by reason of being or acting as a member or manager. It is the intent and policy of the Legislature that for any claim against a limited liability company arising after the effective date of the reenactment of this section during the regular session of the Legislature, 2019, common law corporate “veil piercing” claims may not be used to impose personal liability on a member or manager of a limited liability company, and that the West Virginia Supreme Court of Appeals decision in Joseph Kubican v. The Tavern, LLC, 232 W.Va. 268, 752 S.E. 2d 299 (2013) be nullified.

(b) The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business is not a ground for imposing personal liability on the members or managers for liabilities of the company.

(c) All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations, or liabilities of the company if:

(1) A provision to that effect is contained in the articles of organization; and

(2) A member so liable has consented in writing to the adoption of the provision or to be bound by the provision.

As noted above, I have supported legislative action to allow or disallow LLC veil piercing. Where LLC veil piercing is to be allowed, I have advocated for a clearly stated LLC-specific test. And were veil piercing to be eliminated, I have advocated for legislation making that clear, too.  This proposal has this last option right. 

That said, I have a couple significant objections to the proposed statute, as written.  First, and most significant, the statute could be read to eliminate the possibility of personal liability for any company debt for any member of an LLC.  The proposed legislation seeks to modify the following: “A member or manager is not personally liable for a debt, obligation, or liability of the company solely by reason of being or acting as a member or manager.”  By dropping “solely,” this proposal appears to limit other potential sources of liability (that are not veil piercing), which are traditionally considered liability related to the actions or a member.  By analogy, the Model Business Corporation Act provides, “(b)  A shareholder of a corporation is not personally liable for any liabilities of the corporation (including liabilities arising from acts of the corporation) except (i) to the extent provided in a provision of the articles of incorporation permitted by section 2.02(b)(2)(v), and (ii) that a shareholder may become personally liable by reason of the shareholder’s own acts or conduct.” § 6.22 Liability of Shareholders (emphasis added).  

Where an individual LLC member acts in a way that should lead to liability (promises to pay individually, seek to deceive, etc.), the possibility for direct liability to the member is proper and is generally recognized by even the most ardent advocates of abolishing veil piercing. For example, the most prominent scholar on this front, Prof. Bainbridge, in his article, Abolishing LLC Veil Piercing, “advocates a regime of direct liability: Did the defendant-members do anything for which they are appropriately held personally liable?” I concur.  

[Author’s note: the proposed statute was amended today adding “solely” back into the statute.  That amendment occured after I wrote this, but before it posted, so someone else was on it.]

Next, 

It is the intent and policy of the Legislature that for any claim against a limited liability company arising after the effective date of the reenactment of this section during the regular session of the Legislature, 2019, common law corporate “veil piercing” claims may not be used to impose personal liability on a member or manager of a limited liability company, and that the West Virginia Supreme Court of Appeals decision in Joseph Kubican v. The Tavern, LLC, 232 W.Va. 268, 752 S.E. 2d 299 (2013) be nullified.

This is problematic because it applies to all prior negotiated relationships, meaning that contracts would have been negotiated with veil piercing available. This may, in some way, impacted how people negotiated guarantees in contracts.  In a prior post, I criticized the Wyoming high court for making  LLC veil piercing easy and suggesting that laws should not encourage parties to seek guarantees: 

The court cites potential abuse of LLC laws if they were to adopt such a rule that motivates companies to ask for guarantees. instead adopting a rule that could incentivize companies like Western actively avoid ask ingfor guarantees. Why? Because if you ask for a guarantee and are refused, it could be used against you later.  But if you don’t ask, you may get to piece the veil and seek a windfall recovery by getting a post hoc guarantee that was not available via negotiation. 

This West Virginia proposed legislation would likely lead more parties to seek guarantees, which I see as a good thing.  But this is a significant change to the legal landscape, and it seems to me the whole thing should be prospective.  Thus, new interactions, new contracts or renewals, etc., should be under the new law, but that there should be at least some look-back period.  One could argue that a “claim against a limited liability company arising after the effective date” related to a 2014 contract is a claim that “arose” before the effective date because a “claim” is different from a “lawsuit.” For me, I would probably amend it to say something like, for events leading to a lawsuit against a limited liability company arising after the effective date . . . ..” This would have the added benefit of preserving claims for events preceding the effective date that were not filed or discovered but are still within the statute of limitations.  This seems more equitable to me.  

Anyway, I am intrigued by the concept of eliminating LLC veil piercing, but I think this needs more thought. 

[Author’s note 2: The amended language mentioned above added substantial changes to part (c), which I am inserting below.]

An additional amendment now adjusts part (c) t0 read (my comments inserted in  bold):

(c) All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations or liabilities of the company if:

(1) A provision to that effect is contained in the articles of organization; and

 

(2) A member so liable has consented in writing to the adoption of the provision or to be bound by the provision.

(1) A provision to that effect is contained in the articles of organization, and a member so liable has consented in writing to the adoption of the provision or to be bound by the provision; [This is currently item 12 of the West Virginia Secretary of State Articles of Organization of Limited Liability form.] 

(2) The member against whom liability is asserted has personally guaranteed the liability or obligation of the limited liability company in writing; [Good to make this clear, I suppose, though that is a personal obligation that attaches to the indidvudal. This is less necessary with “solely” added back to part (a).]

(3) As to a tax liability of the limited liability company, the law of the state or of the United States imposes liability upon the member; or [Also a personal obligation that attaches to the indidvudal.]

(4) The member commits actual fraud which causes injury to an individual or entity. [True before this law was proposed as a personal obligation that attaches to the indidvudal. The potential problem with this list of items 1-4 is that it may serve to limit or eliminate other forms of personal liablity that existed under prior law.  Hopefully, the “solely” langauge keeps all direct liability intact, but sometimes when a list like this is created, it is also read to mean it is the exclusive list of direct liability available.]

(d) Enterprise liability. — In circumstances where the members of a limited liability company are, in whole or in part, corporations, limited  liability companies, or other entities which are not human beings, then  if a jury shall determine that the liability of a limited liability company sounding in tort arose as part of the activities of a joint enterprise, those entities which are part of the joint enterprise with the limited liability company may be liable for the liability  of the limited liability company which arose as part of the business operations of the joint enterprise, not as a piercing of the veil, but instead under the doctrine of joint enterprise liability. [This is an attempt at preserving the concept of enterprise liability as introduced in Walkovsky v. Carlson. I rather like the idea, but I think this language could be more clear.  I hope to have time to draft proposed changes soon.]

(e) Member as tortfeasor. — Nothing in this section shall immunize or shield a member of a limited liability company, solely because he or she is a member of a limited liability company, from liability for his or her own tortious conduct that proximately causes injury to another party while the member is acting on behalf of the limited liability company.  In such circumstance, the liability of a member is not through veil piercing, but rather primary, as against any tortfeasor. [I like this and think it is critical to make clear. It does run the risk of including things I don’t think it always should, such as providing indivdual liablity for a company’s business tort claims, such as a toritious interference with contract.] 

(f) Clawback authority. — If a member is proved to have committed any of the following acts, then a creditor of the limited liability company whose judgment the limited liability company cannot satisfy may seek clawback from the member under this subsection: Provided, That the limited liability company’s judgment creditor may proceed in the shoes of the limited liability company [like a derivative suit?] to clawback funds from the member in order to reimburse the limited liability company for either the amount of the judgment against the limited liability company or the amount transferred from the limited liability company to the member in bad faith, whichever is less. [This may work for a business that is on going, but lacks funds for a particular creditor. However, where the LLC is in the zone of insolvency, it could be used to prioritize one creditor over another, possibly improperly.  That is, it appears this intends for the clawback funds to go to the creditor.  Once the funds come back to the LLC, though, it seems to me those funds should still need to be disbursed properly in consideration of all creditors with outstanding claims.]  

 The wrongful acts which will justify clawback (but not veil piercing) are:

(1) Conflicted exchange;

(2) Insolvency distribution; or

(3) Siphoning of funds. 

            (g) Definitions. — As used in this section:

“Conflicted exchange” means a transfer of money or other property from a limited liability company to a member of the limited liability company (or to any other organization in which the member has a material financial interest) in exchange for services, goods, or other tangible or intangible property of less than reasonable equivalent value.

“Insolvency distribution” means a transfer of money or other property from a limited liability company to a member of that limited liability company (or to any other organization in which the member has a material financial interest), in respect of the member’s ownership interest, that renders the limited liability company insolvent.

“Insolvent” means, with respect to a limited liability company, that the limited liability company is unable to pay its debts in the ordinary course of business. Claims that are unusual in nature or amount, including tort claims in claims for consequential damages, are not to be considered claims in the ordinary course of business for the purposes of this section.

“Siphoning of funds” means whether the manager or majority member has siphoned funds from the limited liability company in violation of the articles of organization, the operating agreement, or this article. [I would have hoped that all avenues to recover for improper distributions would remain. I am okay with listing them, as long as none are excluded by creation of the list.]

 That’s all for now. This is a pretty big proposal, and it won’t surprise me if it passes. If they are committed to it, I sure hope they take the time to get it right. 

Boston University School of Law is seeking to hire a full-time attorney in its Startup Law Clinic (the “Clinic”). The Clinic is part of BU Law’s Entrepreneurship, Intellectual Property, and Cyberlaw Program, which is a unique collaboration between BU Law and the Massachusetts Institute of Technology.

The Clinic represents current students at MIT and BU on matters related to a wide range of legal issues faced by early-stage business ventures. The attorney would be expected to help law students counsel clients and represent students in transactional settings. Clients often present questions of law involving for-profit and nonprofit entity formation, allocations of equity, startup financing, employment and independent contractor issues, ownership of intellectual property, privacy policies, terms of service and other third-party contractual relationships, and trademark and copyright matters. Experience representing startup ventures is considered a plus.

The attorney’s primary responsibility will be to supervise and assist students with direct client representation matters. The attorney will also assist the Clinic Director and Assistant Director in preparing and teaching a year-long seminar for students enrolled in the Clinic, including developing materials, performing research, and coordinating classroom activities and guest presentations. The position is a year-round position and the attorney also would work with student fellows hired to continue the work of the clinic during the summer. As time allows, the attorney would also work with the Clinic Director and Assistant Director to develop generalized legal resources and informational material to inform MIT and BU students on the legal aspects of forming and operating for-profit and nonprofit entities.

The ideal candidate is a member of the Massachusetts bar or is eligible for membership via admission by motion, with at least two years of experience advising clients in a transactional setting, and a willingness to support the work of creative and innovative young clients. Teaching experience or a strong interest in developing as a clinical faculty member is also considered a plus. Exceptional writing, editing, organizational, and managerial skills are required.

The attorney will be hired as a Visiting Clinical Assistant Professor to a two-year contract. The ideal start date is May 28, 2019 or sooner.

Boston University School of Law is committed to faculty diversity and welcomes expressions of interest from diverse applicants.

For more information, see here.

Miraval2019-1

Back in November, my sister invited me to join her for the second time for a three-day break at Miraval, a resort in Tucson, Arizona.  I accepted her invitation with the understanding that I needed to recharge a bit after a rough 2018.  A visit to Miraval, I thought, would be a great way to do that and jumpstart my research this spring. I signed on.  Then, my sister had to back out on the trip late-in-the-game for professional reasons.  My dilemma: to cancel/reschedule the trip . . . or just go by myself?  I decided to go anyway.

Miraval’s distinctive claim to fame as a resort is mindfulness.  Among other things, it promotes “Life in Balance.”  Mindfulness has been a hot topic for the legal profession, law schools (see, e.g., the University of Miami’s Mindfulness in Law Program), and the American Bar Association (the “ABA”) in recent years.  Among other things, mindfulness may help attorneys process difficult situations in a healthier manner, acting as an antidote (in some circumstances) for lawyer mental health issues I wrote about a few weeks ago. (See also Marcia Narine Weldon’s follow-on post.)  Berkeley Law has published a helpful reading list here.

In an excerpt from an article originally published in the ABA’s Litigation magazine, Jan L. Jacobowitz writes:

When attorneys practice mindfulness, the experience they gain by noticing their minds moving off into distraction, and returning their attention to their breath, makes them better equipped to deal with the unexpected—because they catch the thoughts and feelings that are resisting the moment, and are better equipped to stay on task and respond in proportion to the challenge. For the same reasons, they enhance their capacity to be more genuine and present for what arises in their interactions with their clients, their colleagues, witnesses, and adversaries. They are better able to focus on and enjoy their work.

In that same excerpt, Jacobowitz describes mindfulness.

Mindfulness is an awareness of life in the present moment: Simple to state, but not necessarily so easy to accomplish. Our minds are often cluttered with ruminations about the past and concerns about the future. We are so busy living in the past or projecting onto the future that often we are not acutely attuned to what is happening in the present moment. The clutter inhibits clarity of thought and increases stress and anxiety.

Mindfulness creates the opportunity to pause, breathe, and connect with one’s inner thoughts, feelings, and emotions; in other words, to become aware of how we are reacting in a given situation and to provide ourselves with the opportunity to moderate our reaction and respond thoughtfully.

Hmm.  Too  “woo-woo” for you?  Join the many lawyers who feel that way. (Jacobowitz refers to lawyers in this connection as “by nature are a skeptical group.”)  I once was one of those skeptics.  

But I am now among the converted, having begin to practice mindfulness in a number of its manifestations.  I am especially fond of mindfulness though movement, especially through yoga asana and pranayama practices.

With that in mind, as I rejuvenate myself, I am gathering intelligence to take with me.  I plan to bring elements of Miraval’s mindfulness/life in balance ethos back to my yoga teaching at The University of Tennessee College of Law. (I started teaching a regular class to faculty, staff, and students last Friday morning.  I will have more to say on that yoga teaching experience in later posts.)  After just a half day at Miraval, I already have information and ideas . . . .  Wish me luck in this endeavor!  And offer tips if you have any.

Miraval2019-2

Yesterday, I had the honor of participating in a symposium organized by the University of Pennsylvania Journal of Business Law, in collaboration with the Center for the Study of Business Ethics, Regulation, & Crime at the University of Maryland (C-BERC), on Harmonizing Business Law.  It was a well-organized, engaging, and informative event.  It also introduced me to some great research that I plan to highlight today and in future posts.  

I’ll keep this first look brief as I traveled all day and I want to circle back to this topic later once I learn more.  Gideon Mark, Associate Professor and Associate Director of C-BERC at the Robert H. Smith School of Business at the University of Maryland, discussed Spoofing and Layering, noting the minimal attention these topics have received in business law scholarship.  If you’re like me, you’re probably vaguely aware of these concepts, but couldn’t provide an elegant definition on your own.  Let me help.  Section 747 of Dodd-Frank, which amends the Commodity Exchange Act to prohibit disruptive trading practices, terms “bidding or offering with the intent to cancel the bid or offer before execution” to be spoofing.  Layering is a specific type of spoofing (apparently, an “advanced form”).  Here’s some background on these topics. And here’s why I want to circle back in the next few weeks.  Apparently, some commentators argue that spoofing isn’t so problematic because it only harms “‘front-running’ high-frequency traders who try to profit by trading ahead of other legitimate orders” (Matt Levine is quoting John Arnold).  Front-running is “the illegal practice of purchasing a security based on advance non-public information.”  Although I think I disagree with this perspective, I’m intrigued and want to learn more.  So, any readers who think spoofing isn’t so problematic, I invite you to educate me.  Share your best argument(s) or direct me to helpful resources arguing for this perspective.

Finally, I don’t want to end today’s post without congratulating the conference organizers (Leigh Anenson, Gideon Mark, Brian Reid, and Nicolle Stracar) for the success of this event or thanking them for all the hard work that went into its production.  And, yes, I discussed clearinghouses.  You really had to ask?   

Like everyone else, it seems, I decided to watch the dueling Fyre festival documentaries on Hulu and Netflix.  (If you don’t know what I’m talking about, read this.)  At first, I had moral qualms about it because they’re each a bit skeevy, in their own way: the Hulu one paid Fyre’s organizer, Billy McFarland, to sit for an interview – so he profits from it – and the Netflix one was produced by the same media team that promoted the Fyre festival.

Then I reminded myself that I don’t, ahem, actually pay for Netflix or Hulu, and I felt much better.

I’ve read a lot of reviews of the two films and most of them seem to prefer Hulu’s.  I myself prefer Netflix’s.  The Hulu documentary was a lot lighter on the specifics of how the disaster unfolded, and a lot heavier on trying to make a broad claim about “millennials” being in thrall to social media and influencers, a claim that I found facile.

My interest was more in the technicalities of how this kind of massive fraud is perpetuated, how people go along with it, and that’s what Netflix’s documentary is about.  We get a lot of interviews with people who were involved with the project – including the residents of the Bahamian island where the festival occurred – and we get a clearer picture of what happened. 

[More under the cut]

Continue Reading Saturday Movie Blogging: The Fyre Files

Dean, School of Law University of Miami

The University of Miami invites nominations and applications for the position of Dean of the School of Law. The next Dean should be an innovative thinker and approachable leader who welcomes the opportunity to articulate a vision for the growth of a law school that builds on its long history of excellence. The University of Miami, considered among the top tier institutions of higher education in the U.S. for its academic excellence, superior medical care, and cutting-edge research, is the largest private research university in the southeastern United States. The University comprises eleven degree-granting schools and colleges, which are Architecture, Arts and Sciences, Miami Business, Communication, Education, Engineering, Law, the Miller School of Medicine, the Patricia and Philip Frost School of Music, Nursing and Health Studies, and the Rosenstiel School of Marine and Atmospheric Science. The core of the University is its 2,660 full-time faculty housed in three academic campuses within the greater Miami area. The University receives over $360 million annually in external research funding and has been classified as a Doctoral University with Highest Research Activity (R1) by the Carnegie Commission. We strive to create an environment where everyone contributes to making UM a great place to work through our values of Diversity, Integrity, Responsibility, Excellence, Compassion, Creativity, and Teamwork (DIRECCT).

The University of Miami School of Law, located on the 260-acre main campus, has over 100 faculty members and an enrollment of about 1200 students. In addition to the juris doctorate degree, the Law School offers a range of LLM degree programs, from its nationally ranked tax program to the innovative Entertainment, Arts, and Sports Law. The Law Schools offers joint degrees with several of the university’s premier graduate schools. The Dean, reporting to the Executive Vice President & Provost, is the School of Law’s chief academic officer with overall responsibility for its academic programs, operating budget, personnel management, strategic planning, public relations, and fundraising. The Dean is also the School of Law’s principal representative to the University, alumni, and the legal community. The School is seeking a person with a national/international reputation, high energy, enthusiasm, and vision to lead the faculty. The School consists of an interdisciplinary group of scholars, creative faculty and practitioners. The candidate should be able to build upon this balance and continue to foster these values to encourage scholarship, develop innovative educational programs, and engage our local community. The successful candidate must demonstrate strong interpersonal, managerial and leadership skills, and be able to foster an internal culture of excellence. The position requires an individual who can lead effectively and manage a large and dynamic school in a multi-campus research university. Candidates must have credentials appropriate for a tenured appointment at the rank of professor. Leadership experience with responsibility for strategic management of personnel, programs, and resources is strongly desired. Review of candidates will begin immediately and continue until the position is filled. Applications must include a letter of interest and curriculum vitae. All inquiries, nominations/ referrals, and applications should be sent electronically and in confidence to: MiamiLawDean@kornferry.com 

We have big news in the regulation of investment advice space.  Nevada just released its proposed regulations under the state’s fiduciary duty statute.  Comments are due on March 1, 2019.  I broke the draft regulations down on Twitter when they came out and highlighted a few provisions:

Nevada’s draft regulations differ from the SEC draft in significant ways.  The draft Nevada regulations are substantially shorter coming in at eight pages against over a thousand pages from the SEC.  They also catch more misconduct.  Consider the SEC’s proposed title restrictions.  Although the SEC recognized that brokers calling themselves advisors/advisers has a tendency to mislead, the SEC only specifically targeted a few titles.  The Nevada regulations go broader:

Nevada also calls for brokers to explain how much they’re getting paid when they make a recommendation.  This is important because many people operate under the misconception that brokers give advice for free, perhaps as some sort of concierge service through an affiliated bank:

The proposed regulations have made a considerable splash with coverage from the Investment News, Wealth Management, Think Advisor and others.  Although the regulations are stronger than anything proposed by the SEC, consumer groups are also calling for more, including a specific definition of the term “fiduciary duty” and an explicit requirement for brokerage firms to mitigate their conflicts of interest.

The move toward more state action comes as confidence in the SEC’s proposed regulation best interest falters.  Other states moving toward a state rule include New York, New Jersey, and Maryland.  Barbara Roper, from the Consumer Federation of America framed the issue this way:

Nicole Boyson, a finance professor at Northeastern, also weighed in on the SEC’s shortcomings:

Ultimately, time will tell how this all shakes out.  Although the industry will certainly challenge these regulations, I’m skeptical about their argument that the National Securities Markets Improvement Act somehow preempts state regulation on this front.

ComplianceNet2 Conference Invitation Announcement: Early Bird Registration Deadline is THIS FRIDAY, January 25th!

The second-annual ComplianceNet conference will take place on June 3-4, 2019. Villanova University Charles Widger School of Law and its Girard-diCarlo Center for Ethics, Integrity and Compliance will host the conference. Like the highly successful inaugural conference at UC Irvine in 2018, this conference will allow scholars from across disciplines and different legal and regulatory topics to exchange research and explore connections for collaboration.

The timing of this year’s conference is designed to follow on the heels of the Law & Society meeting in nearby Washington, D.C. If you are already headed to Law & Society, Villanova is a short train-ride away and easily accessible by public transportation. Regardless of whether you will be attending Law & Society, Villanova is in a beautiful location right outside Philadelphia, easily serviced by major international airports (Philadelphia (PHL), Newark (EWR), Baltimore (BWI), two more in NYC, and two more in DC); 90 minutes from NYC; and two hours from D.C.

The theme of this year’s conference is “Business Ethics”, although we welcome additional papers discussing compliance across diverse settings. This year’s theme seeks to engage the question of how to run ethical companies, and how to encourage ethical behavior within organizations. The conference welcomes attempts to explore the strengths and limitations of various approaches, to identify how measurement strategies have shaped practices, and to understand how we can improve outcomes, for instance through new technology and combining methods. Submissions do not need to align with the meeting theme, but we encourage you to consider relating to it. The conference is also open to scholars and other experts who want to attend without presenting a paper.

The conference will host a business meeting of ComplianceNet, during which members may discuss future activities. To register for the conference either as a presenter or attendee, please fill out the form by following this link. The URL is https://www.eventbrite.com/e/the-second-annual-compliancenet-conference-tickets-50784542935.

For individual papers, please submit the paper title and abstract (up to about 200 words). For panels (3 papers minimum with a maximum of 5 per panel), please submit an integrative statement explaining the panel (approximately 200 words), the titles of each paper and their authors, and an abstract for each paper (approximately 200 words). At our website, ComplianceNet.org, there is also a form to nominate papers for awards. Papers may be considered for awards whether they come through the nomination link or are presented at the conference.

The early registration discount deadline to submit papers and panels is January 25, 2019. The regular registration deadline for papers and panels is February 22, 2019. The registration deadline to attend without a paper or panel (as space available) is March 29, 2019. Registration for the conference includes the yearly membership in ComplianceNet. If you have questions regarding the call for proposals or about the conference, please contact Benjamin van Rooij (bvanrooij@law.uci.edu).