Corporate & Securities Law

PB.com Beats Volokh Conspiracy

Posted on July 31, 2008
In news related to the preceding post on Leiter’s study of faculty scholarsly impact, David Bernstein blogs that: If the Volokh Conspirators Were a Law Faculty: Using Brian Leiter’s methodology, counting those who post at least semi-regularly (me, Eugene, Paul, Orin, Randy, Dale, Todd, Jonathan, and Jim), and excluding, as Leiter does, the untenured (Sasha and Ilya), and David...

UCLAW: 13th Most ?Impactful?

Posted on July 31, 2008
Okay, Impactful’s not a word. So sue me. Anyway, Brian Leiter’s updated survey of Law Faculties with Most Scholarly Impact has UCLA tied with Texas for 13th. USC is not on the list. Interestingly, my alma mater (Virginia) ranks only 17th. [continued on site]

Quake Rattled Bar Takers

Posted on July 30, 2008
The NLJ reports: A magnitude 5.4 earthquake that rattled the Los Angeles area on Tuesday caused minor disruptions for lawyers in downtown and for students taking the California bar exam at sites near the epicenter. ... No damages or injuries were reported...

Are Junior Professors Better teachers?

Posted on July 30, 2008
Via Paul Caron, I learned of Gregory Bowman’s article The Comparative and Absolute Advantages of Junior Law Faculty: Implications for Teaching and the Future of American Law Schools, 2008 BYU Educ. & L.J. 171, in which Bowman argues: In the ongoing debate about how to improve law school teaching, there is a general consensus that law schools should do more to train junior faculty...

To access this complete feed in the blog feed reader login or register for free.

Sinclair Oil v Levien

Posted on July 28, 2008
Sinclair Oil v. Levien is one of my favorite teaching cases in Business Associations. Bob Thompson has just published a wonderfully insightful article on the case, which provides the detailed factual background, and a thoughtful analysis of how the case frames Delaware jurisprudence even to this day...

All work and no play ? Fantasy football time

Posted on July 27, 2008
I’ve set up the ProfessorBainbridge.com fantasy football league at Yahoo. Maximum # teams: 12 Scoring: PPR Live Draft: Sat Aug 23 12:00pm PDT Roster: QB, WR, WR, RB, RB, TE, W/R, K, DEF, BN, BN, BN, BN, BN, BN Send me an if you’re interested in playing...

Properly Understanding the Relationship Between the BJR and CSR

Posted on July 25, 2008
Crooked Timberite Daniel posts on the shareholder wealth maximization norm, commenting in part that: In real life, the business judgement rule protects more or less anything that the Creative Capitalism gang [a corporate social responsibility outfit] might want businesses to do...

Corporate Philanthropy

Posted on July 25, 2008
A blog comment over at Volokh’s place asks what I think about corporate philanthropy. I addressed that issue in Corporation Law and Economics, where I wrote that: Corporate charitable donations are subject to attack under two doctrines: ultra vires and breach of fiduciary duty...

Counsel for CA Comments on CA v AFSCME

Posted on July 23, 2008
Robert Giuffra of Sullivan and Cromwell represented CA in the recent proceeding before the Delaware supreme court. He comments on the court’s opinion: It reaffirms the bedrock principle of Delaware corporate law that the directors of a corporation, not the shareholders, manage the business and affairs of the corporation...

Veasey on Competitive Federalism and Delaware?s Role

Posted on July 23, 2008
Former Delaware Chief Justice Norman Veasey has authored a new paper entitled Whither Federalization of Delaware’s Corporate Law? (HT: Pileggi) It’s a valuable and thoughtful perspective. He concludes: Although I am mindful of the admonition to “be careful what you ask for,” I think we should not always be waiting for the next scandal to stimulate Congress into an unwise paroxysm of...

Case Book Supplement Available

Posted on July 22, 2008
Users of Klein, Ramseyer, & Bainbridge’s Business Associations case book are advised that a 2008 supplement is now available. Table of Contents: Chapter 1. Agency 1 Section 3. Liability of Principal to Third Parties in Tort 1 A. Servant versus Independent Contractor 1 Chapter 2...

SOX Teaching Materials

Posted on July 21, 2008
Last year, I taught a two week intensive summer course on Sarbanes-Oxley, which I then incorporated into my Corporate Finance course. I’ve got a bunch of PowerPoint slides, case studies, and handouts developed for use in conjunction with by book on SOX for such a course...

Commentary on CA v AFSCME

Posted on July 19, 2008
The Harvard Corporate Governance blog collects commentary from several of its resident bloggers. Money quote from Ted Mirvis: The director-centric view won. As for complaints elsewhere that the decision is a body blow to shareholder activism, JW Verret offers the following measured insight: Technically this is a loss for AFSCME, but the opinion should be considered a measured victory for...

CA v. AFSCME and Delaware?s Dominance

Posted on July 18, 2008
One explanation for Delaware’s status as the leading locus of incorporation for public corporations and, hence, as the dominant force in corporate law is that the state offers a rich body of precedent developed by a highly expert judiciary capable of resolving time sensitive business disputes in a very rapid manner...

CA v. AFSCME: The Limits of Shareholder Power

Posted on July 18, 2008
Jay Brown laments that the Delaware supreme court’s decision in CA v. AFSCME will limit shareholder power: … the Court distinguished between procedural and substantive bylaws.  The process-creating function of bylaws provides a starting point to address the Bylaw at issue...

CA v. AFSCME: The Decision is Out; CA Wins

Posted on July 17, 2008
The Delaware Supreme Court’s opinion is out and available from Jay Brown’s site. Quick reactions: We are not cited. We are depressed.  Nonetheless, we are pleased to see a strong affirmation of the principle of director primacy: “it is well-established that stockholders of a corporation subject to the DGCL may not directly manage the business and affairs of the...

The New Corporate Governance Gets a Notice

Posted on July 17, 2008
Delaware lawyer and blawgger Francis Pileggi has received his copy of The New Corporate Governance in Theory and Practice and has some preliminary reactions: Today’s mail brought a pleasant surprise in the form of the newest book from Professor Stephen Bainbridge titled: The New Corporate Governance in Theory and Practice...

Does the Fannie Mae and Freddie Mac Debacle Undermine the Case for CSR?

Posted on July 17, 2008
Lawrence Summers uses the Fannie Mae/Freddie Mac debacle to raise questions about the merit of “creative capitalism ideas involving joint profit making and social objectives.” The illusion that the companies were doing virtuous work made it impossible to build a political case for serious regulation...

CA v AFSCME: Anti-Shareholder

Posted on July 17, 2008
The usual suspects will be telling us that the Delaware supreme court’s decision in CA v. AFSCME reflects an anti-shareholder on Delaware’s part. Larry Ribstein explains why that view is wrong: I want to focus on the sensible procedure this case involves, and its federalism implications...

CA v. AFSCME: Precommitments

Posted on July 15, 2008
In recent years, the Delaware supreme court (and, in fairness, the chancery court) has painted itself intosomething of a corner. In Quickturn Design Sys., Inc. v. Mentor Graphics Corp., 721 A.2d 1281 (Del. 1998), the Delaware supreme court invalidated a so-called no hand poison pill...

CA v. AFSCME: Resources

Posted on July 15, 2008
Jay Brown has put online a set of documents relating to the case. He’s also been posting up a storm (starting here). Gordon Smith critiques some of Jay’s mani arguments. [continued on site]

CA v AFSCME: DGCL � 109 versus � 141

Posted on July 14, 2008
Lisa Fairfax reports that the oral argument in CA v. AFSCME raised interesting issues with respect to mandatory bylaws: First, counsel for CA appeared to be arguing that the fact that the by-law was mandatory and unqualified violated Delaware law because, by requiring the reimbursement of all successful candidates, it improperly took away directors’ discretion to determine how to allocate...

CA v. AFSCME: Should the SEC Have Raised the Question?

Posted on July 14, 2008
A few years ago, the Delaware Legislature amended the state constitution to permit the Securities and Exchange Commission to request advisory opinions on Delaware corporate law from the Delaware Supreme Court. The SEC recently took Delaware up on its invitation, certifying a question arising out of an AFSCME effort to use the shareholder proposal power under rule 14a-8 to amend Computer...

In praise of Private Ordering

Posted on July 14, 2008
A great new paper from Fred Tung: The article identifies a worrisome trend in corporate law and scholarship. Across seemingly unrelated issue areas, courts and scholars have lost faith in private corporate bargains. They invite judicial intervention into private contract, proposing to expand fiduciary duties beyond their traditional shareholder centered focus to protect non-shareholder...

Private Ordering in Public LLCs

Posted on July 14, 2008
Larry Ribstein is surprised Wood v. Baum hasn’t gotten more attention. [continued on site]

I Need a Raise

Posted on July 14, 2008
And I bet you do too. Paul Caron lists the top salaries at Michigan law. Interestingly, setting aside one outlier, their salaries are pretty compressed (only $ 46,00 separates # 2 from # 23). Of course, I suspect compression at the top end is probably present at most law schools...

The Milton Friedman Choir on CSR

Posted on July 08, 2008
If you mention Milton Friedman’s famous essay on corporate social responsibility in teaching busienss associations or some related course, you might want to flag this little gem for your students. It’s sort of the musical version of the essay, although with some school choice stuff mixed in: [continued on site]

Diversity at UC Irvine

Posted on July 04, 2008
Brian Leiter: Chemerinsky Settles Into Irvine.... here, while the rumor mills buzz about who will be on the founding faculty, beyond those already reported on this blog.  The way things are shaping up it looks like the most striking fact about the new UC Irvine law faculty is that it may be the most diverse in terms of race/ethnicity and gender of any major law faculty in the...

Free Enterprise Fund v. PCAOB

Posted on July 04, 2008
Jay Brown has been blogging extensively on the Free Enterprise Fund’s lawsuit challenging the constitutionality of the Public Company Accounting Oversight Board. His latest post is the ninth (!) in the series. I wrote about the suit for TCS in my column Peekaboo, the Constitution Doesn’t See You, in which I argued that the Fund’s Appointment Clause argument was correct and...

Shareholder Access and American Exceptionalism

Posted on July 04, 2008
Jay Brown approvingly quotes former SEC Chairman Arthur Levitt: All 40 of the largest markets outside of our own give shareholders the ability to nominate and remove directors. By reversing its decision from last year, this new SEC will make it very clear that it is not only at full strength, but strongly on the side of investors...

Bloggers, promote your law blog by nominating your blog for inclusion in USLaw.com's Law Blog Directory and RSS Reader. Benefits described.