I am excited to highlight the recent posting by Matteo Gatti of his draft paper entitled Corporate Governing: Promises and Risks of Corporations as Socio-Economic Reformers.  I got a preview of this work at the National Business Law Scholars Conference back in June.  The title of the paper is both descriptive and clever, as the abstract below reveals.

Corporations are involved in public affairs: racial equity, women’s rights, LGBTQIA rights, climate efforts are just a few examples of an increasingly long list of areas in which corporations are active and vocal. One phenomenon is well-known: corporations promote, contrast, or finetune governmental initiatives through political messaging. In addition, corporations perform quasi-governmental functions when the actual government cannot (because of its dysfunction) or does not want to (because of its political credo) perform such functions. Economists, legal scholars, and policymakers are split as to whether corporations should take this role.

This Paper contributes to the literature in several ways. First, it maps various areas of reform by corporations in the socio-economic sphere. Then, it provides legal and policy frameworks for corporate governing by analyzing the underlying conducts under our current laws and by evaluating its multifaceted normative merits: Is there a business case for corporate governing? Is corporate governing strategically wise for corporations? Does it help social advocacy and society at large? Does corporate governing undermine actual government and imperil democratic institutions? Further, this Paper assesses corporate governing by looking into its promises and risks from a corporate and from a societal perspective and singles out two risks. First, corporate governing cannot help society in fields in which corporations have a conflicting interest, like on themes such as antitrust, tax, labor, privacy, financial and corporate reform. Second, with corporations having a greater role in policymaking, citizens may become less accustomed to expecting reform via traditional politics: addressing this risk requires efforts from citizens, civil society, and politicians to preserve democratic values and institutions—corporate governance can help but cannot be the driving force.

The article offers helpful, coherent observations about and analyses of the roles business firms play–and should play–in political governance, as well as the possible effects of those political governance engagements.  I look forward to spending more time with this work!

Illinois Academic Fellowship Program

University of Illinois College of Law

The College of Law at the University of Illinois, Urbana-Champaign has an opening for the Illinois Academic Fellowship Program to begin in the 2024-2025 academic year. Fellows are appointed as a visiting assistant professor of law. The full announcement can be found at https://jobs.illinois.edu/.

Fellows spend one or two years in residence at the College of Law researching and writing under the close mentorship of Illinois faculty, teaching one course per semester, and fully participating in the College’s rich intellectual environment. By the end of the program, we expect fellows to be competitive for tenure-track positions at leading law schools.

Applications for the Illinois Academic Fellowship Program are invited from law school graduates as well as Ph.D. recipients or candidates in any field who have a sustained academic interest in law’s interaction with their discipline. Fellows will be chosen on their potential, with appropriate support and mentoring, to obtain a tenure-track position at a U.S. law school.

Fellows will receive faculty assistance with their research projects; the opportunity to present works in progress to the faculty in a workshop setting; the opportunity to attend and participate in lectures, colloquia, symposia, roundtables, and faculty workshops; faculty advice and assistance in preparing for the academic job market; and, where appropriate, pairing with a faculty mentor. Assisting fellows in preparing a substantial piece of scholarship, with an emphasis on the “job talk” paper, is a primary goal of the Illinois Academic Fellowship Program. More information is available at http://www.law.illinois.edu/faculty/illinois-academic-fellowship-program.

Applicants are strongly encouraged to submit their materials by January 1, 2024. We expect interviews to take place starting in January 2024. No applications will be accepted after January 31, 2024. For assistance with the application process, please email lehigh@illinois.edu.

Tenured/Tenure Track Professor of Law

University of Illinois College of Law

THE UNIVERSITY OF ILLINOIS COLLEGE OF LAW invites applications for positions on the tenured/tenure-track faculty to begin in August 2024. The College welcomes applications from scholars in all subject areas of the law but has particular interests in hiring in the following areas:  constitutional law; intellectual property law; ethical, legal and social implications of digital transformation; and tax law.

The University of Illinois offers a distinguished and collegial law school community in the setting of a premier research university, affording opportunities for cutting-edge legal scholarship and innovative interdisciplinary work. Champaign-Urbana is a vibrant college town with an exceptional quality of life. 

These positions are full-time, nine-month, tenured or tenure-track positions. The University of Illinois offers an outstanding and comprehensive benefit package. Salary is commensurate with experience. Applicants must have a J.D. or Ph.D. or their equivalent, a strong academic record, and a record of scholarly distinction or great scholarly promise. 

For full consideration, please use the AALS FAR website https://www.aals.org/services/recruitment/far/ or create a candidate profile at https://jobs.illinois.edu  and upload the following required documents: Curriculum Vitae, sample publications, and contact information of four references (name, telephone number and email address).  Applications will be considered on a rolling basis with a firm deadline of October 22, 2023. For assistance with the application process, contact Tish Lehigh at lehigh@illinois.edu.

The University of Illinois is an Equal Opportunity, Affirmative Action employer that recruits and hires qualified candidates without regard to race, color, religion, sex, sexual orientation, gender identity, age, national origin, disability or veteran status. For more information, visit http://go.illinois.edu/EEO.

Last year, I blogged about BlackRock’s proposal to permit pass through voting for institutional investors in its funds.  Well, it began that program and now – undoubtedly due to the anti-ESG backlash – BlackRock and other large asset managers, like Vanguard, are experimenting with extending the program to retail investors.  The way BlackRock’s program works – and it seems like it’s not that different from Vanguard’s – is that investors in certain funds can choose from among several types of general voting policies, and ballots will be cast in accordance with that policy, in proportion to the investor’s pro rata share of the fund.  The policies include BlackRock’s own stewardship policy, and several that are offered by ISS and Glass-Lewis, that they already offer their own clients.  I.e., clients of ISS and Glass-Lewis can choose a “tilt” to their voting and ISS/Glass-Lewis will then make voting recommendations in accordance with that preferred tilt; BlackRock investors in its iShares S&P 500 ETF can now choose to follow those policies, as well.

You can see the list of available voting policies at BlackRock’s website.  And you can click through to ISS and Glass-Lewis for more detail on the policies; BlackRock also offers a detailed comparison here.

I have a lot of questions about the mechanics of all of this – I mean, it’s one thing if ISS/Glass-Lewis offers these choices in private arrangements with institutions who have hired them, but is this really enough disclosure for a retail investor to understand how votes will be cast?  If they chose the Climate Voting Policy, will they find out after-the-fact exactly how their votes came out on specific matters like say-on-pay?  Are these policies only going to make a difference in the context of precatory shareholder proposals, or will they matter for the binding stuff?  Also – and this I mentioned in my post about institutional pass-through voting, but it’s also a concern that’s been raised by Jill Fisch – if BlackRock disperses votes in this way, will it lose leverage with companies, thus diminishing shareholder power overall?  Etc etc.

But actually what fascinates me most are the slates themselves.  BlackRock is the one casting the ballots, even if it is taking feedback from fund investors as to how to do so; therefore, it believes that it remains obligated to comply with fiduciary duties in its voting behavior.  As a result, BlackRock will not give investors a voting policy option that BlackRock believes would violate its duty to act in the best interests of the fund.  Yet included in the voting policy choices are several socially responsible options, including, for example, ISS’s Catholic policy, and its Socially Responsible Investment (SRI) Policy, and Glass-Lewis’s Catholic policy.  These options seem designed to balance wealth maximization against other goals.  For example, here is ISS’s Catholic policy:

ISS’ Catholic Advisory Services division recognizes that faith-based and other socially responsible investors have dual objectives: financial and social. Religious and socially responsible investors invest for economic gain, as do all investors, but they also require that companies in which they invest conduct their business in a socially and environmentally responsible manner.

The dual objectives carry through to proxy voting activity, after the security selection process is completed. In voting their shares, faith-based socially responsible institutional shareholders are concerned not only with sustainable economic returns to shareholders and good corporate governance, but also with the ethical behavior of corporations and the social and environmental impact of their actions. Catholic Advisory Services has, therefore, developed faith-based proxy voting guidelines for Catholic and other Christian religious institutions that are consistent with the objectives of socially responsible shareholders as well as the teachings of Catholicism and Christianity as a whole…

On matters of corporate governance, executive compensation, and corporate structure, these faith-based proxy voting guidelines are based on a commitment to create and preserve economic value and to advance principles of best practice corporate governance and shareholder rights, consistent with responsibilities to society and the environment as a whole.

Here is ISS’s SRI policy:

ISS’ Social Advisory Services division recognizes that socially responsible investors have dual objectives: financial and social. Socially responsible investors invest for economic gain, as do all investors, but they also require that the companies in which they invest conduct their business in a socially and environmentally responsible manner.

These dual objectives carry through to socially responsible investors’ proxy voting activity once the security selection process is completed. In voting their shares, socially responsible institutional shareholders are concerned not only with sustainable economic returns to shareholders and good corporate governance but also with the ethical behavior of corporations and the social and environmental impact of their actions.

Social Advisory Services has, therefore, developed proxy voting guidelines that are consistent with the dual objectives of socially responsible shareholders….

On matters of corporate governance, executive compensation, and corporate structure, Social Advisory Services guidelines are based on a commitment to create and preserve economic value and to advance principles of good corporate governance consistent with responsibilities to society as a whole.

And here’s Glass-Lewis’s Catholic policy:

Glass Lewis recognizes that Catholic and other religious institutions are concerned not only with economic returns but with the overall social impact of the companies in which they invest. To this end, Glass Lewis has created the thematic Catholic Policy Guidelines, which is based largely on the principles set forth by the United States Conference of Catholic Bishops (www.usccb.org), and that is directly relevant to the unique fiduciary responsibilities of religious investors. The Catholic Policy was designed for religious investor clients or as a supplemental voting policy for funds designed for religious institutions…

All that’s clearly fine for the institutions that choose to hire ISS and Glass-Lewis, but it’s interesting that BlackRock also does not think it’s a problem for its S&P 500 ETF, which has lots of different investor types with different goals.

And it’s true, technically, the SEC has said that investment company advisors, like all fiduciaries, have a duty to promote their clients’ best interests, not specifically to maximize value.  See, e.g., the SEC’s 1980 Staff Report on Corporate Accountability.  So, theoretically, the “fund” best interest could include following beneficiary preference rather than maximizing wealth.  But the SEC has also tended conflate “best interest” with “wealth maximization.”  See, e.g., Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered Management Investment Companies.   And if these delegated votes turn out to be meaningful – a real question, but let’s assume they are for now – then I wonder what happens when institutions, like private pension funds, who do have a duty to maximize financial value, are co-investors in a fund where a slice of the votes are going for nonwealth maximizing choices.  And would that affect whether such funds could be included in a 401(k) menu?

To be sure, this may all be angels-on-pinheads because even if retail or other fund investors choose the socially-responsible options in significant numbers, it’s still not clear to me that there will be differences enough to actually redirect the behavior of portfolio companies.  But I suppose there could be some impact, if only by muting more wealth-maximizing choices of co-investors in the same fund.  What if there is a real disagreement, for example, on whether to amend the charter to exculpate corporate officers for violations of the duty of care?  It’s an interesting thing to think about.

The LSU Paul M. Hebert Law Center seeks to hire multiple faculty for tenure-track or tenured positions. The Law Center has needs in a wide variety of areas, including but not limited to the following areas: administrative law, legal writing, artificial intelligence and cyber security, business law including contracts as well as upper-level business electives, environmental law, constitutional law, criminal law, criminal procedure, civil procedure, evidence, family law, legislation, professional responsibility, and food and agriculture. Applicants should have a J.D. from an ABA-accredited law school, some practice experience, superior academic credentials and legal scholarship, as well as a commitment to outstanding teaching.

The Law Center embraces Louisiana’s bijural legal system and endeavors to train lawyers ready to practice anywhere in the world. Our faculty have the opportunity to teach internationally including in our summer program in Lyon, France.  LSU is committed to providing equal opportunity for all qualified persons in employment opportunities without regard to race, creed, color, marital status, sexual orientation, gender identity, gender expression, religion, sex, national origin, age, mental or physical disability, or veteran’s status. LSU is committed to diversity and is an equal opportunity/equal access employer. LSU believes diversity, equity, and inclusion enrich the educational experience of our students, faculty, and staff, and are necessary to prepare all people to thrive personally and professionally in a global society. 

All applicants must apply through Workday: https://lsu.wd1.myworkdayjobs.com/LSU/job/0448-Hebert-Law-Center/Assistant-Professor-of-Law-Associate-Professor-of-Law-Professor-of-Law_R00084134.

Questions may be directed to Missy Lonegrass, Chair of the Faculty Appointments Committee, lawhrm@lsu.edu.

The LSU Paul M. Hebert Law Center seeks to hire a faculty member to develop, implement, teach, and serve as director for our new transactional clinic. The clinic will be a new offering in our robust clinical program, and, although focused on transactional lawyering, the specific area of practice and clinic design is yet to be determined. This position is a twelve-month faculty appointment on the Law Center’s Professional Practice faculty track (long-term contract compliant with 405(c)).

Applicants must have a JD or equivalent degree from an accredited institution, at least 5 years of practice and/or teaching experience, and Louisiana Bar admission (or willingness to obtain Bar admission in the first year of appointment). Applications should include a letter of interest and resume including a list of three references.

LSU is committed to providing equal opportunity for all qualified persons in employment opportunities without regard to race, creed, color, marital status, sexual orientation, gender identity, gender expression, religion, sex, national origin, age, mental or physical disability, or veteran’s status. LSU is committed to diversity and is an equal opportunity/equal access employer. LSU believes diversity, equity, and inclusion enrich the educational experience of our students, faculty, and staff, and are necessary to prepare all people to thrive personally and professionally in a global society. 

All applicants must apply through Workday: https://lsu.wd1.myworkdayjobs.com/LSU.

Questions may be directed to Missy Lonegrass, Chair of the Faculty Appointments Committee, lawhrm@lsu.edu.

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Associate or Full Professor and Jarislowsky, Dimma, Mooney (JDM) Chair in Corporate Governance Osgoode Hall Law School and Schulich School of Business, York University

Osgoode Hall Law School and the Schulich School of Business at York University invites highly qualified applicants for an Associate or Full Professor position for the Jarislowsky, Dimma, Mooney (JDM) Chair in Corporate Governance. The Chair is for a term of five years, with the possibility of renewal for an additional five-year period. The successful applicant is expected to have the necessary qualifications to be appointed as a professorial tenured professor. This is a jointly held Chair in the two faculties with responsibilities at both Osgoode and Schulich. This is a tenure-track appointment to the Professorial Stream to commence July 1, 2024.

The Chair is open to both internal York University and external candidates. External candidates must satisfy the requirements for a tenured appointment at Osgoode Hall Law School in addition to the requirements for appointment to the Chair. At the conclusion of the term of the Chair, where the Chairholder was an external candidate, they will continue to hold a full-time tenured appointment at Osgoode Hall Law School.

Osgoode has been shaping the future of legal education in Canada since 1889. The rich, innovative, and accessible legal education that Osgoode provides empowers our graduates to pursue flexible and challenging futures, to be leaders in the legal profession, and to serve the cause of justice and the public good. Our faculty excels in producing foundational, socially engaged, and world-leading academic scholarship.

In making this appointment, Osgoode will seek to advance the objectives underlying Osgoode’s Strategic Plan 2021-2025. The plan identifies six areas of focus:

  • Anticipating Society-Level Crisis
  • Law in Local and Global Contexts
  • Rigorous Academic Scholarship
  • Advancing Reconciliation and Justice
  • Student Access and Success
  • Innovative and Engaged Legal Education

Candidate Qualifications:

  • Degree: All candidates must hold a JD degree and a graduate degree in either law or business or equivalent credentials.
  • Scholarship:
    • Candidates must have a profound interest in extending knowledge about the broad area of corporate governance and investor protection in both a practical and theoretical manner.
    • A record of generating innovative, substantive, rigorous, and as appropriate, externally funded research.
    • A record of making influential contributions and demonstrating excellence in the field (recognized international calibre as demonstrated in: the research plan; a record of high quality publications (or forthcoming publications), including with significant journals in the field; presentations at major conferences; awards and achievements; and strong recommendations from referees of high standing).
  • Teaching:
    • A record of excellence in teaching and dedication to students (demonstrated in: the teaching dossier; teaching accomplishments and pedagogical innovations including in high priority areas such as experiential education and technology enhanced learning; teaching evaluations; and strong letters of reference).
    • Candidates must be capable of being effective teachers at the undergraduate, graduate and professional levels in business law related to the field of corporate governance. In addition to teaching relevant courses at Osgoode and Schulich, they are also expected to take an active role in the JD/MBA program such as organizing events and supporting student recruitment. Candidates must also be able to take a leadership role in the discussion and debate on significant questions in the field. The latter capacity may be expressed, for example, through comments in the public press or participation in public conferences and colloquia.
    • Candidates are expected to have a record of scholarship sufficient to qualify as a member of the Faculty of Graduate Studies of York University. They should have the capacity to direct the research activities of graduate students and to initiate and raise funds for significant research projects.
    • Candidates must have a demonstrated interest in current and emerging issues in the fields of corporate governance and investor protection and be capable of providing leadership in the study of these issues.
  • Additional: More specifically, the teaching dossier should be no more than 15-20 pages and should include teaching evaluations, a statement of teaching philosophy, an account of teaching experiences and related responsibilities (list of courses taught/course outlines, examples of print and digital teaching materials and how they are used), a summary of commitment to professional development (participation in teaching workshops; supervision of masters and doctoral students; mentoring new faculty), and other evidence of teaching effectiveness (student letters of support; teaching awards).

Hiring Policies:

  • Salary will be commensurate with qualifications and experience.
  • All York University positions are subject to budgetary approval.
  • Osgoode Hall Law School is committed to the principles of equality and diversity, and inclusion, broadly understood. We are particularly interested in candidates with diverse backgrounds and especially encourage candidates in equity, diversity and inclusion categories. As a part of this commitment, the Law School’s Employment Equity Plan aims to increase the representation on faculty of members from five groups: women, racialized persons, Indigenous persons, persons with disabilities, and LGBTQ2+ persons. Persons identifying as members of these equity-seeking groups are particularly encouraged to apply.
  • York welcomes and employs scholars from all over the world. All qualified candidates are encouraged to apply; however, Canadian citizens, permanent residents and Indigenous peoples of Canada will be given priority.
  • York has a policy on Accommodation in Employment for Persons with Disabilities and is committed to working towards a barrier-free workplace and expanding the accessibility of the workplace to persons with disabilities. Applicants who require accommodation are invited to contact François Tanguay-Renaud, Chair of the Faculty Recruitment Committee, at facultyrecruitment@osgoode.yorku.ca.

Application Process:

  • Due date for completed applications: September 11, 2023 by 5:00pm EST
  • Required materials: 1) current CV; 2) cover letter; 3) copies of law and graduate transcripts; 4) a detailed research plan; 5) a teaching dossier (including teaching evaluations); 6) copies of three (3) academic articles or book chapters authored by the applicant (where published materials are not available, one or more dissertation/ thesis chapter(s) may be submitted in lieu); 7) contact information for of three (3) referees. Candidates may, during the recruitment process, be asked to have their referees provide their letters of reference directly to Osgoode.  All applications will be kept confidential to the Osgoode Faculty Recruitment Committee and Schulich Operating Committee and faculty colleagues who provide reviews of files.
  • Provide required information regarding your Canadian work status and optional self-identification for Affirmative Action purposes as part of the online application.
    Direct questions about the position process or applications to François Tanguay-Renaud, Chair of the Faculty Recruitment Committee, at facultyrecruitment@osgoode.yorku.ca.
  • Submit materials: https://www.surveymonkey.com/r/OSG_JDMChair

Learn More About York:

 

York University acknowledges its presence on the traditional territory of many Indigenous Nations. The area known as Tkaronto has been care taken by the Anishinabek Nation, the Haudenosaunee Confederacy, and the Huron-Wendat. It is now home to many First Nation, Inuit and Métis communities. We acknowledge the current treaty holders, the Mississaugas of the Credit First Nation. This territory is subject of the Dish with One Spoon Wampum Belt Covenant, an agreement to peaceably share and care for the Great Lakes region.

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SOUTHWESTERN LAW SCHOOL in Los Angeles invites applications for multiple full-time entry-level and lateral tenure/tenure-track positions to begin in Summer 2024. Our primary curricular needs include Business Associations, Civil Procedure, Criminal Law/Criminal Procedure, Evidence, and Property.

When selecting candidates to interview, we also will consider whether they might also contribute in the following areas: Administrative Law, Contracts, Copyright, Business/Corporate/Entrepreneurship electives; Cyberlaw/Technology/Privacy, Entertainment Law, and Wills & Trusts.

We seek candidates who are passionate about teaching and can demonstrate success in the classroom, love working with students outside the classroom, are committed to producing high-quality scholarship appropriate for their field, and are willing to contribute to the campus community through committee and related service.

Subject to approval from the ABA, we plan to launch a mostly asynchronous online J.D. program (with full-time and part-time options) in Fall 2024, and we hope many faculty we will hire in the coming years will teach in that program.

Founded in 1911, Southwestern is an ABA-accredited, independent law school located in the center of Los Angeles. Our mission includes educating lawyers ready to serve clients, the profession, and our society with excellence, empowering students to reach their potential, cultivating inclusion and belonging, and shaping the law and public policy through teaching, scholarship, and service.

To apply, please send your CV, professional references, research agenda, and preferred areas of teaching via email to academicadmin@swlaw.edu and put “Faculty Application” in the email subject line. Review of applications will begin in mid-August. Initial interviews will be held via Zoom, and callback interviews will be held in person.

California Western School of Law (CWSL) is seeking applications from entry level or lateral candidates for a tenured or tenure-track position.  We are looking for candidates with strong academic backgrounds, a commitment to excellence in teaching, and demonstrated potential to be productive scholars.  We specifically are interested in an instructor to teach Contracts beginning in Academic Year 2024-25 and would welcome candidates with a secondary interest in law and technology. 

Established in 1924, CWSL is an ABA accredited and AALS member, non-profit law school, and has the distinction of being San Diego’s oldest law school. At CWSL we pride ourselves on the diversity of our student body.  This year, around 45% of our incoming students are from diverse cultural and ethnic backgrounds.  We are committed to having a faculty that shares our commitment to diversity and our diverse student body.  CWSL continues to rethink the status quo in legal education – balancing a rigorous practical education with cutting edge scholarship and community service.  As a result, our graduates have a reputation for being uniquely practice-ready.  

CWSL is located in downtown San Diego, literally overlooking the Pacific Ocean.  A city of breathtaking beauty, we boast perfect weather, miles of beaches, and nearby mountains.  We are a family-friendly, diverse city with small city traffic and walkable neighborhoods.  

Application materials should include a cover letter, C.V., research agenda, and a statement that addresses how you will contribute to CWSL’s diversity goals. Please direct application materials and questions to the chair of the Appointments Committee, Professor Catherine Hardee, at the following email address: chardee@cwsl.edu.  We will begin reviewing applications August 14, 2023.  The salary range for the position is between $130,000 and $180,000, depending on experience.

The University of Colorado Law School invites applications from entry-level and lateral candidates for one or more full-time, tenured or tenure-track faculty positions to begin at the start of the 2024-25 academic year. We welcome applications from candidates in all subject areas and at all levels of seniority. However, we have especially strong needs in Business/Commercial Law, Criminal Law, American Indian & Indigenous Peoples Law, Energy Law, Health Law, Intellectual Property, and Administrative Law. We strongly encourage applications from people of color, women, individuals with disabilities, LGBTQ people, veterans, and others whose background, experience, and viewpoints would contribute to the diversity of our faculty. The University of Colorado Boulder is committed to building a culturally diverse community of faculty, staff, and students dedicated to contributing to an inclusive campus environment. We are an Equal Opportunity employer, including veterans and individuals with disabilities. For questions, please contact Professor Scott Skinner-Thompson, Chair, Faculty Appointments Committee, scott.skinnerthompson@colorado.edu. Please note that application materials will not be accepted via email. For consideration, applications must be submitted through CU Boulder Jobs.