It’s super Tuesday and in the spirit of this big primary day, let’s look at corporate spending in the election.  

First, let’s talk about someone who isn’t in the race anymore, Jeb Bush.  Ciara Torres-Spelliscy, law professor at Stetson University College of Law, and Brennan Center Fellow, wrote piece highlighting the role of corporate money in Jeb Bush’s Super Pac.  Corporate money was big business for Jeb.  Torres-Spelliscy discusses a $10 million donation from CV Starr with former AIG CEO Maruice Raymond “Hank” Greenberg at the helm, several private company donations over $1M and a multi-million dollar donation from publicly traded, NextEra Energy Inc (NYSE ticker: NEE).  Torres-Spelliscy writes “If anyone ever tries to sell you the bill of goods that corporations are not taking advantage of their Citizens United rights to spend in American politics, remember this: the top donor to Jeb! Bush’s Super PAC was a corporation.”  Read her full account here.

The failure of Jeb Bush’s well-moneyed campaign has generated debate about the “real impact” of money in politics if it can’t produce a certain result. Rick Hasen, election law professor at University of California Irvine and prolific writer behind the Election Law Blog, presented at Georgia State University College of Law on Monday promoting his new book (Plutocrats United).  Rick used a very persuasive analogy to depict the role of money in the United States’ current election climate.  He posited that money cannot buy election results, but if an election can be thought of as a raffle or a lottery, it buys certain donors more tickets than most people. The more raffle tickets one holds, and here the big money donors are getting suitcases full of tickets, the greater the chance, the higher the odds, of winning the election lottery.

If you want to see who the ticket holders are and who they are supporting, here are a few resources that help readers delve into the specific question of how many tickets are corporations holding.  For an overview of money-raised by candidate, the New York Times distills recent FEC disclosures into a digestible table available here.  Open Secrets, which compiles and discloses election spending has a  useful tool to identify outside spending/PACs as well as to identify industry financial support of candidates.    The Federal Election Commission website is available here with a variety of searching tools and data summaries available.

Happy Voting!

Anne Tucker

Federal and state securities regulation is the personification of what conservatives refer to pejoratively as “big government.” Businesses can’t raise money unless they first get permission from the government and, in many states, that permission turns on a regulator’s determination of whether the offer is fair. The cost of compliance is a serious drag on capital formation, especially small business capital formation. Federal and state securities laws also generate a tremendous amount of plaintiff’s litigation, another conservative bugaboo.

We’ve seen conservative efforts at the federal level to limit securities regulation and litigation—for example, the Private Securities Litigation Reform Act and the JOBS Act. But, unless things are going on at the state level that I’m not aware of, there doesn’t seem to be a corresponding effort at the state level.

That’s surprising, because the Republicans have greater control at the state level than they do at the federal level. There are 31 Republican governors and the Republicans control both chambers of the state legislature in 30 states, plus Nebraska’s unicameral legislature. Republicans control both the governorship and the state legislature in 24 states.

Why hasn’t there been a push to change state securities regulation? Are Republicans satisfied with state regulation? If so, that’s surprising because Rutheford Campbell and others have pointed to state securities regulation as a major drag on small business capital formation. Are politicians at the state level not as anti-government? Or is there something else going on that I’m missing?

I’m not arguing that state securities laws should be limited (at least, not in this post). I’m just curious why it hasn’t happened.

Matthew Bruckner (Howard) recently posted an interesting article on bankruptcy reorganization and universities. Given the challenges facing many schools, his article should be one that attracts attention. The article can be downloaded here and the abstract is below.

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Many colleges and universities are in financial distress but lack an essential tool for responding to financial distress used by for-profit businesses: bankruptcy reorganization. This Article makes two primary contributions to the nascent literature on college bankruptcies by, first, unpacking the differences among the three primary governance structures of institutions of higher education, and, second, by considering the implications of those differences for determining whether and under what circumstances institutions of higher education should be allowed to reorganize in bankruptcy. This Article concludes that bankruptcy reorganization is the most necessary for for-profit colleges and least necessary for public colleges, but ultimately concludes that all colleges be allowed to reorganize in chapter 11.

The mission of the National Association of Women Lawyers (NAWL) is to provide leadership, a collective voice, and essential resources to advance women in the legal profession and advocate for the equality of women under the law. Since 1899, NAWL has been empowering women in the legal profession, cultivating a diverse membership dedicated to equality, mutual support, and collective success. NAWL has established the annual Selma Moidel Smith Law Student Writing Competition to encourage and reward original law student writing on issues concerning women and the law.

The rules for the competition are as follows:

Entrants should submit a paper on an issue concerning women’s rights or the status of women in the law.

Essays will be accepted from students enrolled at any law school during the 2015-16 school year. The essays must be the law student author’s own work and must not have been submitted for publication elsewhere. Papers written by students for coursework or independent study during the summer, fall, or spring semesters are eligible for submission. Notwithstanding the foregoing, students may incorporate professorial feedback as part of a course requirement or supervised writing project.

FORMAT: Essays must be double-spaced in 12-point, Times New Roman font. All margins must be one inch. Entries must not exceed fifteen (15) pages of text, excluding notes, with footnotes placed as endnotes. Citation style should conform to The Bluebook – A Uniform System of Citation. Essays longer than 15 pages of text, excluding notes, or that are not in the required format will not be read.

JUDGING: NAWL Women Lawyers Journal® designees will judge the competition. Essays will be judged based upon content, exhaustiveness of research, originality, writing style, and timeliness.

QUESTIONS: Questions regarding this competition should be addressed to the chair of the Writing Competition, Professor Jennifer Martin at jmartin@stu.edu.

SUBMISSION AND DEADLINE: Entries must be received by May 1, 2016. Entries received after the deadline will be considered only at the discretion of NAWL. Entries must provide a cover letter providing the title of the essay, school affiliation, email address, phone number, and mailing address. Entries must be submitted in the following format: email an electronic version (in Microsoft Word) to jmartin@stu.edu.

AWARD: The author of the winning essay will receive a cash prize of $500. NAWL will also publish the winning essay in the Women Lawyers Journal. The most recent winning paper was “The Practice of Name Suppression: How the News Media Promotes the Stigmatization of Rape Victims” written by Emily Suran, University of Michigan Law School. Please view paper at http://www.nawl.org/p/cm/ld/fid=83.

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A few weeks ago, I had the privilege of attending a luncheon talk by Anne Anderson, Ireland’s Ambassador to the United States. Ambassador Anderson covered a range of topics, including Ireland’s place in and commitment to the EU, the financial and political situation in the EU, and Ireland’s success in attracting international businesses. 

At Belmont, we require our undergraduate students to attend 60 hours worth of campus talks/presentations/workshops over their four years. When I first heard about this requirement, I must admit that I thought it a bit paternalistic. But looking back on my college experience, I do wish I would have been nudged (or even required) to attend more of the wonderful talks that took place on campus. To be clear, our students get to choose which talks they attend and there are many options. 

While I have come around on these requirements for undergraduates, I am not sure if I would require campus talk attendance of law students — to my knowledge we don’t. Given that graduate students are, or should be, more mature, I don’t think I would require them to attend campus talks, but I might give them some sort of certificate if they attended a certain number.

Somewhat similarly, when I was in law school, my school started a pro bono recognition program. Basically, you received one of three levels of “pro bono recognition” depending on the number of pro bono hours you worked for external public interest organizations. The results of this small recognition program were impressive; only 1 of my 10-15 closest friends was doing pro bono work before the program, but about 80% of us were doing pro bono work afterward. This is admittedly a small sample, but the program seemed to impact the entire school. 

That said, maybe by graduate school we should try to teach students to do things for their own sake, and not merely for recognition.  

Next week is our Spring Break and I plan to catch up on some television and movie watching. Many of my former business associations students have raved about the show Billions, described online as follows:

Wealth, influence and corruption collide in this drama set in New York. Shrewd U.S. Attorney Chuck Rhoades is embroiled in a high-stakes game of predator vs. prey with the ambitious hedge-fund king, Bobby Axelrod. To date, Rhoades has never lost an insider trading case — he’s 81-0 — but when criminal evidence turns up against Axelrod, he proceeds cautiously in building the case against Axelrod, who employs Rhoades’ wife, psychiatrist Wendy, as a performance coach for his company. Wendy, who has been in her position longer than Chuck has been in his, refuses to give up her career for her husband’s legal crusade against Axelrod. Both men use their intelligence, power and influence to outmaneuver the other in this battle over billions.

Now that my students are watching it, I feel compelled to do so as well, and not just because Australian papers play up the copious amounts of money and sex depicted in the series. I’m glad that my students are watching any television show that deals with the financial industry but even more gratified that they are emailing me telling me that now they understand some of the concepts that they see in this show and others such as HBO’s Silicon Valley.

Are there any other television shows or movies I should catch up on during Spring Break in between grading, writing, and watching Suits (for my Civil Procedure students)? I like to keep up with what my students watch because I use some of the story lines for in class hypos and exam questions. I also ask students to write reflection papers applying what they have learned in class and analyzing what Hollywood got wrong. I look forward to your suggestions.

Our Kentucky “brother,” Tom Rutledge, sent me a link to a super blog post yesterday on Mortgage Grader Inc. v. Ward & Olivo, a limited liability partnership case currently before the New Jersey Supreme Court.  Tom’s focus in his post was the limited liability aspect of the case, which is fascinating–and more than a bit unsettling for those practicing in jurisdictions like New Jersey and Kentucky that require law firms organizing limited liability partnerships to maintain malpractice insurance.  The question before the court: whether, in the absence of an express provision in the partnership statute, the failure of a law firm organized as a limited liability partnership to maintain required malpractice insurance results in the loss of the partnership’s limited liability status.  The trial court ruled that the lapse of malpractice insurance caused a loss of limited liability status; the appeals court reversed.

But Tom also mentions another aspect of the case in his post that I want to call out here.  Specifically, he notes references in the appellate court opinion to the conversion of a partnership to a limited liability partnership.  Here’s what he says on that point:

One potentially disturbing aspect of the language used by the Court of Appeals and in the oral argument is the notion that the loss of LLP status and the treatment of the firm as a general partnership is some sort of conversion. But it isn’t. An LLP is a general partnership that has elected into a special status – it is still a general partnership but for the rule of partner limited liability. . . .

This comment reminded me of co-blogger Josh Fershee‘s super-helpful obsession (maybe too strong a word?) with “limited liability corporation” as an incorrect judicial (and other) descriptor of the limited liability company business form.  (See, e.g., his December 2015 post here.)  And far be it from me to disagree with either of these guys in making their respective points about these labeling inaccuracies!  

As a separate point, I want to call out the fact that this area of partnership law can be important both for bar examinations (thinking of all those folks suffering through that test this week . . .) and IRL.  In fact, I was asked a question recently about the Tennessee provision on limited liability elections by a BARBRI student.  (Little-known fact: I teach the Tennessee BARBRI segments on agency, unincorporated entities, and personal property.)  The student’s question did not inappropriately refer to a conversion of a partnership into a limited liability partnership, but it did point out several differences in Tennessee law in this area that I want to mention.

Continue Reading On Describing The Limited Liability Partnership . . . .

Having just taught a corporate governance seminar class on the proxy process (from a company’s perspective), proxy advisory services, and institutional voting, I have the upcoming proxy season on my mind.  There are a great collection of resources available for those interested for academic or practice-related reasons.  My students found many of these summaries to be a good distillation of the issues and introduction to the nuts and bolts of proxy access.  I have provided my list of resources below, in addition to a quick summary of the major governance issues likely to be on the table in 2016.

Major Governance Issues:

2016 Proxy Season Resources:

Continue Reading 2016 Proxy Season Corporate Governance Watch List & Additional Resources