Well, Hurricane Francine passed through New Orleans, and left me with power (yay!) but no internet (boo!), which means I’m relatively helpless.

Still, I’ll take this opportunity to announce that I’ve started a podcast, Shareholder Primacy, with Mike Levin (The Activist Investor).  We’re still working out what it wants to be, but our first episode is up (here on Apple, here on Spotify, here on YouTube) addressing the status of the Tesla compensation case, and the implications of the universal proxy.

Also, I’m very proud of this meme I made:

E8831d72-6284-44d5-b15c-0e87ffc7551e

 

Touro University Jacob D. Fuchsberg Law Center Seeking to Fill
Four Tenure Track Positions in Property, Business Organizations, Trusts and Estates, Tax, and Evidence

The Touro University Jacob D. Fuchsberg Law Center is pleased to announce that it is currently seeking outstanding applicants for four tenure-track appointments to its full-time faculty starting in August 2025. The law school welcomes applications from candidates interested in teaching Property, Business Organizations, Trusts and Estates, Tax, and Evidence.

Ideal candidates must have a J.D. degree from an ABA accredited law school and a commitment to teaching in an environment dedicated to excellence in teaching and mentoring of students. We look for innovative faculty with a preference for both practice and teaching experience. Applicants must demonstrate a commitment to service to legal education and to the wider community as well as a desire to engage in the intellectual life of the Law Center. With one of the most diverse student bodies in the country, Touro Law Center is dedicated to the aims of diversity and strongly encourages applications from women and minorities.  Applicants are expected to be willing and capable of teaching in-person and remotely and familiar with best practices in both modalities. 

Touro Law Center, a member of the Association of American Law Schools (AALS), is part of the Touro University. Established in 1970 to focus on higher education for the Jewish community, the Touro University has grown to serve a widely diverse population. We are uniquely attuned to the importance of an education for students of all backgrounds and circumstances.

Located on beautiful and historic Long Island with its many beaches, coastlines, and parks, Touro Law Center has a unique location directly across the street from the federal and state courts, providing substantial opportunities for teaching and learning. Within the New York City metropolitan area, we are a train ride to Manhattan and an even shorter train ride to JFK Airport.

If interested, all applicants must apply through the portal here.

Questions about the positions may be directed to Professor Laura Dooley, ldooley@tourolaw.edu, Chair, Faculty Appointments Committee.

The University of Maine School of Law, in the thriving and increasingly diverse coastal community of Portland, Maine, invites applications for four full-time faculty positions to begin in 2025 – two doctrinal and two clinical.  The Law School is particularly interested in doctrinal candidates whose focus includes criminal law and related subjects (including criminal procedure); and property law and related subjects (including land use and environmental law).  The Law School is interested in clinical faculty to direct its Youth Justice Clinic and direct its new Business Law Clinic.

Applicants must possess a J.D. degree, an excellent academic record, a record or promise of high scholarly achievement (particularly for doctrinal positions), and a record or promise of successful teaching and mentoring students. Both lateral and entry level candidates will be considered. Rank and salary will be competitive and commensurate with qualifications and experience. Members of minority groups, women, and others whose background would contribute to the diversity of the Law School are encouraged to apply.

Application materials should include a cover letter, C.V., and research agenda. Please direct application materials and questions to the chair of the Appointments Committee, Professor Anthony Moffa, at the following email address: mainelawsearch@maine.edu.

Review of applications will begin immediately and continue until the position is filled.

The University of Maine System is an EEO/AA employer.  All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, sexual orientation, age, disability, protected veteran status, or any other characteristic protected by law.

The Southeastern Association of Law Schools (SEALS) 2025 annual meeting is scheduled for July 26-Aug. 2 at the Omni Resort in Amelia Island, Florida.I am committed to conjure up ideas for business law panels and discussion groups at the conference.  But before I approach that task, I want to follow up on Haskell’s recent post, SEALS Conference Reflection — Mind, Soul, and Body?, from August 28th.

In that post, Haskell made the following observations:

Traditionally, legal academics do an excellent job sharpening the mind. “Think like a lawyer” is a phrase even my colleagues across campus know. The soul gets much less attention at most schools, but that seems to be changing a bit, especially with increasing concerns for lawyer well-being.

The body, however, seems almost entirely neglected both at the SEALS Conference and at law schools nationwide. Yes, there were tennis and pickleball tournaments, but I don’t think there was a single panel related to the physical health of our students, faculty, and staff.

I know he’s right.  So, in the comments to his post, I suggested a SEALS discussion session on physical wellness.  I want to start the process of putting together that session through this post.

The premise underlying the discussion group emanates from Haskell’s post. 

Physical wellbeing is a critical foundation to what we do.  It is different for each of us based on our age, sex, gender, race, health history, genetic make-up, and more.  Our ability to navigate or address challenges to our physical health over time impacts our capabilities and our happiness.  By sharing our experiences and knowledge about physical wellbeing, we can make each other stronger.

So, will you join me in this SEALS discussion group?  If so, let me know in the comments or by email.    I look forward to hearing back and working with some of you on this important SEALS program.  I appreciate Haskell’s original post for planting a seed for this.

Dear BLPB Readers:

“The American Business Law Journal (ABLJ) is currently accepting submissions for Volume 62 (2025).  

The ABLJ is a faculty-edited, double blind peer-reviewed journal, continuously published since 1963. The journal is ranked is ranked #2 in the 2023 Washington & Lee Law Journal Rankings for journals in Business, Corporations and Securities Law. It is ranked as an “A” journal by the Australian Business Deans Council.

Our mission is to publish only top quality law review articles and essays that make a scholarly contribution to all areas of law that impact business theory and practice, either U.S. or comparative in scope. We search for those articles that articulate a novel research question and make a meaningful contribution directly relevant to scholars and practitioners of business law. The blind peer-review process means legal scholars well-versed in the relevant specialty area have determined selected articles are original, thorough, important, and timely, and peer editors provide expert feedback and support throughout the editorial process. 

The ABLJ is published quarterly. Articles should be between 16,000 and 20,000 words (inclusive of footnotes). Essays should be between 7,000 and 10,000 words (inclusive of footnotes). 
 
Authors may submit their manuscripts and CVs/resumes through Scholastica or directly via email to Ruth Jebe, Managing Editor at abljsubmission@alsb.org. 
 
For more information on submissions, please review Author Guidelines information on the ABLJ Wiley website.”

This time, it’s Brazil.

If you’re not following the saga, the story is apparently that ex-Twitter, now controlled by Elon Musk (not the CEO, though; you can’t even really say he’s the owner without qualifying about the interests of other investors and – don’t forget – the debtholders), ignored the order of Brazilian Supreme Court Justice Alexandre de Moraes to remove certain accounts associated with hate speech and misinformation.  Apparently out of fear that Twitter’s Brazilian employees would be arrested, Twitter shut down its Brazilian offices.  At that point, Twitter was out of compliance with a Brazilian requirement that a legal representative be present in the country.  So, Justice de Moraes ordered that access to Twitter be blocked throughout Brazil.  (Legal challenges to that order continue)

That’s not great for Twitter, but it turns out, it was even worse for Starlink, a wholly-owned subsidiary of Musk-controlled SpaceX, because the Justice ordered that Starlink’s financial accounts be frozen in order to force payment of fines owed by Twitter.  Musk at first insisted that he would not block access to Twitter via Brazilian Starlink, then – on that point – relented.  Shortly thereafter, it was reported SpaceX was evacuating its personnel from the country.  As the Wall Street Journal put it, “Starlink’s entanglement in a dispute originally about X is a stark illustration of how some government officials around the world may draw few distinctions between enterprises that Musk runs.”

So, all of this has the makings of a great introductory classroom discussion of corporate separateness, enterprise liability, and veil-piercing.  I have no idea what the law on this is in Brazil, but let’s talk about how we’d analyze this under American law.

(more under the jump)

Continue Reading In Which Elon Musk Once Again Becomes a Classroom Hypothetical

The AALS Section on Transactional Law & Skills is pleased to announce a session at the 2025 AALS Annual Meeting in San Francisco, C.A.

Pedagogy Panel on Experiential Exercises in Business Law

We invite submissions for a panel that highlights experiential exercises in business law. Exercises might include, for example, contract drafting, transactional research, mock negotiations, or other exercises that would fit into a law school course. We invite speakers to share exercises with the panel, to discuss how they facilitate and/or grade the exercises, and/or to teach a short mock version of their exercise during the panel.

Please submit a short proposal and/or a draft of the exercise you would like to present to Professor Benjamin Edwards (Benjamin.Edwards@unlv.edu) on or before Friday, September 20th.  Authors should include their name and contact information in their submission email but remove all identifying information from their submission.  Please include the words “AALS – Transactional Pedagogy” in the subject line of your submission email. Papers will be selected after review by members of the Executive Committee of the Transactional Law & Skills Section. Presenters will be responsible for paying their registration fee, hotel, and travel expenses.

Please direct any questions to Benjamin Edwards.

 The Society of Corporate Compliance and Ethics is hosting a virtual ESG and Compliance Conference on November 7.  I love to hear academics talk about these issues at conferences but because I still engage in the practice of law and I teach about compliance, governance, and sustainability, I find the conversations are very different when listening to practitioners.

My panel is titled ESG Due Diligence Across the Corporate Lifecycle From Start-Up to Maturity: The Roles of Compliance, Ethics, Legal, and the Board. My co-panelists, Ahpaly Coradin, Partner, Pierson Ferdinand, and Eugenia di Marco, a startup founder and international legal advisor, and I will focus on:

  •  how to measure and prioritize ESG factors at different stages of a company’s life cycle, according to a company’s industry, and technology use.
  •  how ESG creates value in M&A  beyond risk mitigation and learn the impact of ESG on target selection, valuation, and integration.
  • board and management responsibilities in overseeing and managing ESG-related risks, particularly in light of Caremark duties and Marchand.

Date & Time: Thursday, November 7 from 12:45 PM – 1:45 PM central time

Other topics that speakers will discuss include:

  • Supply chains and European due diligence 
  • Global regulatory and legislative developments
  • Sustainable governance in a global landscape
  • Materiality assessments
  • The intersection of governance and ESG
  • OECD Guidelines

Who should attend?  (from the brochure)

  • Compliance officers
  • ESG, sustainability, and CSR professionals
  • Audit professionals
  • CFOs
  • General counsel
  • Corporate secretaries
  • Risk managers
  • Investment managers
  • Supply chain and due diligence professionals
  • Outside advisors

Although the official brochure clearly doesn’t target academics, I strongly recommend that my peers attend. It may help inform your research and teaching, and I know that my students are very interested in these issues. 

Are you teaching on any of these areas? And what do you think practitioners should be focusing on that they aren’t?

 

Position Summary:

The University of Dayton School of Law invites applications for multiple tenure-track Assistant Professor positions to begin August 16, 2025. Areas of need include contracts, business organizations, torts, criminal law, criminal procedure, evidence, family law, property, wills and trusts, secured transactions, and tax. The School of Law has a history of innovation and is a leader in international education. We have one of the first online JD programs, several successful non-JD programs, and fourteen law school partners around the world.

Located in Dayton, Ohio, our university offers more than just a rewarding career. Dayton boasts extensive green space, providing ample opportunities for outdoor recreation and relaxation. With a low cost of living, you can enjoy a comfortable lifestyle while pursuing your passion for teaching and research. Additionally, Dayton’s dynamic arts scene offers a rich cultural experience, making it a great place to live, work, and thrive. Go to daytoncvb.com daytoncvb.com for more information about the area.

UD is one of the nation’s largest Catholic universities, and the largest private university in Ohio. Embedded in the dynamic city of Dayton, OH, and grounded in its Catholic, Marianist tradition, UD provides education to develop the whole student and is committed to experiential learning. The University of Dayton is nationally recognized among the top 2 percent of all AASHE STARS-rated schools and is the only Midwestern educational institution in the top 20 of Sierra Club’s Cool Schools for Sustainability.

At the University of Dayton, we value inclusive excellence because we recognize that diversity, equity and inclusion are fundamental to academic and institutional excellence. Inclusive excellence requires a comprehensive, cohesive and collaborative alignment of infrastructure, resources and actions. We strive to be active, intentional, and sustain engagement with and celebration of diversity in every dimension of institutional life. Because we seek a workforce with a wide range of perspectives and experiences, we encourage all candidates to apply.
Minimum Qualifications:
  • J.D. or equivalent degree from a foreign institution
  • Demonstrated potential to publish scholarly works.
  • Interest or experience teaching contracts, business organizations, torts, criminal law, criminal procedure, evidence, family law, property, wills and trusts, and/or tax.
Preferred Qualifications:

While not everyone may meet all preferred qualifications, the ideal candidate will bring many of the following:

  • A record of original scholarship and potential to be an expert in one’s field;
  • Demonstrated potential to be an outstanding teacher;
  • Potential to successfully mentor students from underrepresented groups;
  • Successful experience working with people from socially and culturally diverse backgrounds;
  • Prior experience in law practice;
  • Outstanding academic record;
  • An expressed willingness and enthusiasm to teach in and develop UDSL’s hybrid online J.D. program;
  • Effective interpersonal communication skills;
  • Effective oral communication skills;
  • Effective classroom management skills; and
  • Commitment to breadth of education including educating the whole person in the Marianist tradition and a commitment of service to the community, university and profession
Special Instructions to Applicants:

Please upload your letter of interest addressing all of the minimum and any of the preferred qualifications met and your CV.

Applicants must be currently authorized to work in the United States on a full-time basis. We will not sponsor applicants for work visas for this position.

Posting closes at 11:55 PM EDT September 20, 2024
Closing Statement:

The University of Dayton is a top tier, Catholic research university with offerings from the undergraduate to the doctoral levels. Founded in 1850 by the Society of Mary, the University is a diverse community committed to advancing the common good through intellectual curiosity, academic rigor, community engagement and local, national and global partnerships. Guided by the Marianist educational philosophy, we educate the whole person and link learning and scholarship with leadership and service.

Informed by its Catholic and Marianist mission, the University is committed to the principles of diversity, equity, and inclusion. Informed by this commitment, we seek to increase diversity, achieve equitable outcomes, and model inclusion across our campus community. As an Affirmative Action and Equal Opportunity Employer, we will not discriminate against minorities, women, protected veterans, individuals with disabilities, or on the basis of age, race, color, national origin, religion, sex, sexual orientation or gender identity. The University is also pleased to provide support for spouses of prospective and newly hired faculty through its dual career program.

While we cannot guarantee placement, we serve as an effective resource and support system for your spouse. Information can be found at https://udayton.edu/hr/dual-career-resources.php

The following comes to us from friends-of-the-BLPB J.S. Nelson and Geeyoung Min:

Dear Business Law Professor Blog readers,

This is a call to participate in Law & Society CRN 46’s programming. CRN 46 broadly covers Corporate and Securities Law in Society.

The 2025 Law & Society Association (LSA) Annual Meeting is scheduled for Chicago, Illinois, USA from May 22-25, 2025. The meeting will be hosted at the Hyatt Regency. This year’s sessions will take place in-person.

If you are a member of our CRN and on our CRN email list, we will send you several reminders of deadlines as they approach from our CRN’s email list. Of course, if you would like to be removed from these emails at any point, simply let us know.

If you have been forwarded this message, are not on our direct CRN 46 mailing list and want to be, please fill out your information here.

Meanwhile, the 2025 LSA Call-for-Participation submission window is now open. 

Submissions Now Open!

>> Click Here to Visit the 2025 Conference Website!

>> Submit an Abstract or Session!

The deadline for our Call for Submissions is October 15, 2024 at 5:00 p.m. ET (USA and Canada).

There are three types of sessions: (1) Paper Presentations; (2) Author-Meets-Reader Sessions; and (3) Roundtable Sessions.  Please note that you are limited to participating only once at LSA as a paper presenter, book author, or roundtable participant (full rules here). 

Please feel free to reach out if you have any questions. J.S. happens to be organizing both our LSA CRN and the ComplianceNet2025 conference in NYC that will be held the end of the same week as LSA so that international scholars can travel easily from one conference to another. If you are writing, please include “LSA CRN 46” in the title of your email.

We look forward to seeing you next summer! 

Best,

J.S. and Geeyoung  

Paper Presentations 

If you would like to present a paper (either completed or in progress) as part of one of our CRN’s paper sessions, please:  

(1) By October 15, 2024 at the very latest, submit your paper title and abstract directly to LSA via this link.

      • Choose “Individual Paper” in the “Submission Type” drop down menu. 
      • Paste your abstract in the “Proposal” portion of the submission form.  Your abstract must be under 2000 characters. 
    • [VERY IMPORTANT] Select CRN 46 where prompted.

(2) Also by October 15, 2024, please send an email to js_nelson@pitt.edu or geeyoung.min@law.msu.edu with your paper title and abstract, notifying us that you have submitted your paper directly to LSA. This will help us track your submission and make sure we can find your paper if it doesn’t appear on the list of CRN 46 papers provided by LSA.

(3) Please only submit a paper if you plan to the conference. When paper authors drop out post-submission, it can put the entire panel at risk of cancellation. 

Chair/Discussant Once we have a list of paper presentations associated with CRN 46, we will organize those presentations into paper sessions. Each paper session will need a Chair and a Discussant (who can be the same person). If you would be willing to serve in one or both of those roles, please let us know by October 15, 2024.

Author-Meets-Reader Sessions 

If you have a book (excepting edited volumes or textbooks) that has been, or will be, published in 2024, please consider whether you’d like to arrange an “Author-Meets-Reader” Session around your book!  Here is how LSA describes AMR Sessions: 

“An Author-Meets-Reader (AMR) is a session in which discussion is focused on one to three recently published scholarly books. The session must include the author(s) of the book, three designated “readers” per book (as applicable) who provide comments, and a session chair (who may be one of the readers). AMR panels are limited to books published in the year prior to the LSA Annual Meeting. For the 2025 Meeting, the books must have a publication date in 2024.”

If you are interested in organizing an AMR Session, please contact us by October 1, 2024, and we will work together to submit an AMR Session as part of the CRN. 

Roundtable Sessions 

If you would like to propose a theme for a Roundtable Session, please contact us by October 1, 2024, and we will work together to submit a Roundtable Session as part of the CRN. Here is how LSA describes Roundtable Sessions: 

“A Roundtable is a discussion-centered session that is organized around a common theme and does not have papers presented. Roundtables are the most flexible format offered at the meeting. Participants might organize debates, visual and musical performances, workshops, films, and other innovative formats.”