Corporate & Securities Law

The Obama-Biden Ticket: Implications for Delaware

Posted on August 28, 2008
David Skeel: Obama has suggested that he will support more federal regulation of corporations. And he has signaled his support for bankruptcy reform that would allow borrowers to write down the value of their mortgages in bankruptcy. He also has sharply criticized the major bankruptcy reforms passed in 2005, which made bankruptcy more difficult for consumer debtors...

The Jerry Seinfeld Precedent

Posted on August 28, 2008
Larry Ribstein has the details of a case in which the court relied on an episode of Seinfeld to resolve a dispute between author Tom Clancy and his ex-wife. The mind boggles. [continued on site]

Independent Contractor or Employee?

Posted on August 27, 2008
In tomorrow’s Business Associations class, we’ll be tackling principal’s liability for torts of an agent. The two key issues, of course, will be master/servant (a.k.a. employer/employee) versus independent contractor; and scope of the employment...

New Corporate Governance Reviewed

Posted on August 27, 2008
Brett McDonnell has posted a review of my new book, The New Corporate Governance in Theory and Practice. Here’s the abstract: The New Corporate Governance in Theory and Practice, a new book by Stephen Bainbridge, pulls together the leading arguments for director primacy that Bainbridge has made in a series of articles...

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Quality Circles in Education

Posted on August 22, 2008
Gordon Smith offers up a long blog post on his plans to use quality circles in his business associations class. I’m fascinated by his plans, because I did a lot of research on quality circles and other forms of participatory management back in the late 1990s, and came away a skeptic...

Bad PowerPoint Advice

Posted on August 21, 2008
I’m a big believer in PowerPoint and an avid consumer of PowerPoint advice. Unfortunately, much PowerPoint advice ... well, to be frank, sucks. Case in point: I recently read an author who suggests the following algorithim: “Find out the age of the oldest person in your audience...

The Business Associations Bookstore

Posted on August 21, 2008
Here at UCLA, I’m about to go teach my first Business Associations class of the semester. All over the country, teachers and students are doing likewise. If you’re looking for study aids and background materials, I’ve collected my recommendations at my Business Associations Bookstore, which is one department of the ProfessorBainbridge...

Why I Don?t Use the Socratic Method

Posted on August 20, 2008
With the start of the new law school semester looming tomorrow, I thought it was time to revisit a favorite issue. From my Rutter Award for Teaching Excellence speech last spring: When I joined the Illinois faculty 20 years ago, I began a long struggle with the problem of pedagogy...

2008 Casebook Supplement Available

Posted on August 19, 2008
Attention adopters of Klein, Ramseyer & Bainbridge Business Associations: The 2008 Case Supplement for Klein, Ramseyer and Bainbridge’s Business Associations, Cases and Materials on Agency, Partnership and Corporations, Sixth Edition is available for Fall 2008 classes...

Gordon Smith on AALS Boycott

Posted on August 19, 2008
Gordon Smith offers up a thoughtful and important comment on the AALS annual meeting dispute. Money quote: I couldn’t help but notice that one of the groups calling for the boycott was the AALS Section on Legal Writing Research and Reasoning. They seem strangely light on reasoning over there...

Longest Law Review Article Title?

Posted on August 18, 2008
Rick Garnett cites what may be one of the longest law review titles ever: The Servant Leader Where the Modern Lawyer Should Be and How the Modern Lawyer Can Get There: How the Professionalism Paradigm Fueled by a Lawyer’s Ethical Obligation to Inform Clients about Alternative Dispute Resolution Can Revive the Lawyer’s Sense of Self, Sense of Vocation, and Sense of Service...

Delaware Legislature Should Revisit 102(b)(7)

Posted on August 18, 2008
Gordon Smith comments on the controversial recent decision in Ryan v. Lyondell: If you are following the Ryan case, which I blogged about below, you will be interested to read the ”Defendants’ Memorandum of Law in Support of Their Application for Certification of Interlocutory Appeal and to Stay Proceedings Pending Appeal...

Did the AALS Cave?

Posted on August 18, 2008
Larry Ribstein reports that the AALS has resolved the dispute over whether to boycott one of the hotels chosen for the upcoming annual meeting, quoting an AALS announcement: In the last few weeks there have been suggestions that the Association should boycott the Hyatt because its owner has contributed money to a ballot initiative designed to overturn the California Supreme Court’s May...

Are you subsidized?

Posted on August 15, 2008
Tyler Cowen links a study claiming that University of New Mexico professors are “subsidized to the tune of $10,554 apiece,” defined as “difference between the cost of the professor minus the revenue he or she brings in from tuition.” I gather the actual is complicated...

Best Athlete or Curricular Need?

Posted on August 15, 2008
In a post that’s mainly about which specialties are most in demand, Brian Leiter opines that: Bear in mind that while the top 15-20 law schools, plus a few others (e.g., George Mason, San Diego etc.), generally do “best athlete” hiring (sometimes with an eye, of course, to curricular needs), the vast majority of law schools do curricular-driven hiring...

Law Professors as Free Agents

Posted on August 15, 2008
Larry Ribstein links to the latest round of posts on the rather silly topic of whether we ought to worry about law professors behaving as free agents and, if so, what we ought to do about it. My answers: Don’t worry, be happy, but if you want to keep law professors from jumping ship offer a defined benefit retirement plan structured so that folks who stay forever do best...

Appointments Clause Derails Patent Judges. PCAOB Next?

Posted on August 14, 2008
Law Blog: Outside of administrative law class, the Appointments Clause of the Constitution gets a pretty brief treatment in law school. Today we have some news on this woefully understudied clause. In May, we noted an NYT report about GWU law prof John Duffy’s finding of a possible oversight that led to a flaw in the appointment process for judges who decide patent appeals...

Minnesota Supreme Court tackles SLCs

Posted on August 14, 2008
A reader sent along a link to In re UnitedHealth Group Incorporated Shareholder Derivative Litigation, in which the Minnesota Supreme Court answers some certified questions from the US District Court for Minnesota. The court addresses some procedural issues and then notes that Minnesota has a statutory provision governing SLCs: In Minnesota, a board of directors may create a special litigation...

Delaware Law Blogs

Posted on August 14, 2008
Here is an article on blogs that write about Delaware law, which mentions Pileggi, Ribstein, and yours truly. (HT: Pileggi) [continued on site]

Affirmative Action by Law Schools

Posted on August 12, 2008
Gail Heriot has posted to SSRN her paper, Affirmative Action in American Law Schools: The United States Commission on Civil Rights recently held a briefing entitled, “Affirmative Action in American Law Schools” at which witnesses with differing perspectives discussed troubling evidence that race-based affirmative action policies may have harmed rather than helped minority students...

Most Useless Law School Course

Posted on August 12, 2008
Fervent debate at ATL. My candidate? Tossup between Modern English Legal Thought (as far as I can tell the thought in the title was singular) and Law & the Visual Arts. [continued on site]

SSRN Developments

Posted on August 11, 2008
Matt Bodie has an interesting overview of the recent changes at SSRN.com. [continued on site]

The Boycotters Glass Houses

Posted on August 07, 2008
Dave Hoffman: I was thinking more overnight about the absurd proposed AALS boycott being pushed by the Legal Writing Institute. The LWI, like the AALS, is a large organization of law professors, with “over 2,100 members.” Like the AALS, the LWI is governed by academics, in the case of the LWI, a Board of Directors...

Goodbye to SEC Commissioner Paul Atkins

Posted on August 06, 2008
Jay Brown says good riddance: Atkins, in his six or so years on the Commission, managed to be on the opposite side of almost every shareholder friendly initiative of any great importance. Stoneridge? Against the position taken by shareholder. Access? Against the position taken by shareholders...

Links to Blog Discussion of AALS Boycott Effort

Posted on August 06, 2008
Paul Caron has put together a collection of links to the wide ranging discussion in the law blogosphere. [continued on site]

An Open Letter to AALS Executive Director Carl Monks

Posted on August 05, 2008
AALS executive director Carl Monks’ email address is publicly available on the AALS website, as are those of other AALS officers. Using those addresses, I’ve sent Monks and other top AALS officers the following letter by email: As you know, the the Legal Writing Institute, the AALS Section on Legal Writing Research and Reasoning, and the AALS Section on Teaching are calling for a...

What?s Behind the AALS Boycott?

Posted on August 05, 2008
Larry Ribstein asks some great questions about the AALS annual meeting kerfuffle and finds out why the activists are really doing this: What if Mr. Manchester didn’t contribute money to oppose same sex marriage cause, but supported it vocally? Of course contributions are a form of expression...

Privileging One Point of View: The AALS Annual Meeting Kerfuffle

Posted on August 05, 2008
NLJ: Organizations representing thousands of legal educators say they will boycott the Association of American Law Schools annual meeting in January if it is held at a San Diego hotel owned by a foe of same-sex marriage. The four groups made up of law professors and legal writing professionals have sent letters to the Association of American Law Schools (AALS), calling for it to move the...

An Open Letter to AALS Executive Director Carl Monk

Posted on August 05, 2008
AALS executive director Carl Monk’s email address is publicly available on the AALS website, as are those of other AALS officers. Using those addresses, I’ve sent Monk and other top AALS officers the following letter by email: As you know, the the Legal Writing Institute, the AALS Section on Legal Writing Research and Reasoning, and the AALS Section on Teaching are calling for a boycott of one of the hotels chosen for the 2009 annual meeting...

Henry Manne on Corporate Philanthropy

Posted on August 04, 2008
An email from Henry: I have just been reading your blog comments on corporate philanthropy, and, as usual, you are perfectly correct.  However, I would like to add an intellectual complication to your formulation, particularly as it relates to the business judgment rule...

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