Corporate & Securities Law

Business Associations, M&A, and Corporate Finance Study Aids

Posted on April 23, 2008
It’s that time of year. Visit my aStore for all your business law study aid needs. [continued on site]

Best Exam Instructions Ever

Posted on April 22, 2008
It is that time of year again, when we have to drag out our old exam instructions and give them a quick wash and brush up. A friend sent along his new set, which I am considering adopting in toto: Exam Instructions 1.  This is a Final Examination—Very Serious Business indeed, which will undoubtedly affect your entire future...

Vanderbilt law Review Goodies

Posted on April 22, 2008
There are a ton of excellent corporate law articles in the latest issue of the Vanderbilt Law Review, of which I think the most important may be Jeff Gordon’s piece Proxy Contests in an Era of Increasing Shareholder Power: Forget Issuer Proxy Access and Focus on E-Proxy...

Northwestern Law School Notes

Posted on April 21, 2008
Former leader of the 1960s radical leftist organization Weatherman Bernardine Rae Dohrn is an Associate Professor of Law at Northwestern University School of Law and the Director of Northwestern’s Children and Family Justice Center. “The Weathermen, as they were known colloquially, conducted a series of bombings against the US government throughout the early 1970s, bombing several...

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Fairfax on the Mom and Pop Shareholder Myth

Posted on April 17, 2008
Lisa Fairfax has a nice post on the false assumption that underlies many arguments for shareholder democracy: … the rhetoric regarding shareholder democracy suggest that the market is full of small or individual investors at risk of being victimized by powerful corporations...

If you?re going to be in LA Wednesday

Posted on April 14, 2008
Rutter Award Ceremony Date/Time :  04/16/08 4:00 PM Location :  Law Building, Room 1447 Description :  The Rutter Award Ceremony and Reception will honor Professor Stephen Bainbridge. [continued on site]

SUNY Binghamton to Get Law School?

Posted on April 14, 2008
Press report (HT: Leiter): State politicians have guaranteed $3 million to fund initial design and planning stages of a proposed Binghamton University law school, Sen. Tom Libous announced Wednesday. ... Both Moyse and Swain said that no location options, whether Downtown, on the Vestal campus or other alternatives, were being ruled out...

Shareholder Rights in Historical Perspective

Posted on April 12, 2008
Lisa Fairfax reports on a panel in which shareholder rights were assessed from a historical perspective: … the panelists agreed that while we appeared to be in an era of increased shareholder power, and hence increased tension with respect to shareholders and boards, the range of shareholder rights, particularly from a statutory perspective, has remained pretty constant over the...

Is Chicago Law a Nest of Luddites?

Posted on April 12, 2008
The Chicago Daily Law Bulletin reports that University of Chicago law professor Saul Levmore has “removed Internet access in most of its classrooms.” (HT: Smith) UCLA has had the same policy for a while. Personally, I think it’s pretty silly...

One Share - One Vote

Posted on April 10, 2008
Economists Mike Burkhart and Samuel Lee offer up a new paper on the theory of one vote per share: The theoretical literature on security-voting structure can be organized around three questions: What impact do non-voting shares have on takeover outcomes? How does disproportional voting power affect the incentives of blockholders? What are the repercussions of mandating one share - one vote for...

Assessing Audit Quality

Posted on April 10, 2008
In Sarbanes-Oxley, Kermit the Frog, and Competition Regarding Audit Quality, Matthew Barrett argues: The regulatory scheme after Sarbanes-Oxley has significantly improved public company audits in the United States, or at least has demonstrated the potential to do so, but the obligation to preserve client confidentially still prevents auditors from competing for new clients on the basis of audit...

The morality of corporate lawyering

Posted on April 09, 2008
Prompted by an earlier post by yours truly, Dave Hoffman makes a great observation: The big idea to agree with here is that it is a terrible fact that law deans, and law professors, continually push out the message that corporate lawyering is a less moral & desirable career path than “public interest” lawyering...

Erwin Chemerinsky: A Law School for the 21st Century

Posted on April 08, 2008
Via Paul Caron comes Erwin Chemerinsky’s The Law School of the Future, in which he offers a few shopworn ideas—as Gordon Smith notes, “I didn’t see a single fresh idea in the whole post”—and makes one observatiion with which I wish to join issue: Finally, the law school of the 21st century must do a far better job of encouraging students to use their training...

We?re # 11

Posted on April 08, 2008
Paul Caron updates his law professor blog rankings. Must do better. Need more hits. Blog about Britney? [continued on site]

CSR By Contract

Posted on April 07, 2008
Imagine an entrepreneur whose business model is structured around appealing to wealthy elites with a disdain for capitalism. They entrepreneur contemplates going public at some point (and accordingly, with all due deference to Larry Ribstein, the corporation is the desired form of business organization)...

Call for Agency/Partnership Papers

Posted on April 07, 2008
Larry Ribstein asked me to pass this along: The AALS Agency, Partnerships and Limited Liability Companies Section is calling for papers for the 2009 AALS Annual Meeting in San Diego. We are interested in presentations on the application of modern theories and empirical methods of business associations to agency and unincorporated firms...

Stross on Convention Panels

Posted on April 04, 2008
Academics spend a lot of time at conventions and conferences. Indeed, at the moment, I’m on the planning committee for a AALS Business Associations conference. So I was interested to see writer Charles Stross’ series of posts about his experiences and thoughts on the subject of running a successful conference panel...

Stuntz Update

Posted on April 03, 2008
I was in law school a year behind Harvard law professor Bill Stuntz, worked under him on the Law Review, and have been privileged to count him as a friend for many years. I have thus been following his posts on his cancer treatment with affection and concern...

Principles-based Regulation

Posted on April 02, 2008
Bruce Carruthers: Buried within the U.S. Treasury Department’s just-released blueprint for a new financial regulatory structure is a proposal for a new approach to regulation. The report calls the regulatory status quo an “institutionally based functional system,” and as a long-term goal seeks to replace this with “objectives-based regulation...

Bainbridge Named to SEC

Posted on April 01, 2008
The White House today announced that: President George W. Bush today announced his intention to nominate Stephen M. Bainbridge of California, to be Commissioner of the Securities and Exchange Commission, for the remainder of a five-year term expiring 6/05/08...

Allen on Modern Corporate Governance

Posted on March 31, 2008
In a paper entitled Modern Corporate Governance and the Erosion of the Business Judgment Rule in Delaware Corporate Law, former Delaware Chancellor William Allen tackles two subjects near to my heart: (1) the role of the board of directors and (2) the centrality of the business judgment rule to corporate law...

RFP for the 2009 Business Associations AALS Mid Year Conference

Posted on March 31, 2008
The following announcement went out today: TO:  Business Associations, Corporate Finance and Securities Regulation Law Teachers FROM:  Planning Committee on 2009 AALS Conference on Business Associations: Taking Stock of the Field Steven [sic] Bainbridge, University of California at Los Angeles Dorothy Brown, Washington and Lee University Thomas Joo, University of...

Kudos to Prager

Posted on March 31, 2008
Congratulations to my colleague and former UCLA Dean Susan Westerberg Prager who has been named Executive Director and CEO of the Association of American Law Schools (AALS). Susan is an outsanding administrator and a person of great judgment (after all, she hired me!)...

Lexis Practice Centers

Posted on March 30, 2008
Lexis has opened a number of practice centers, including one for Corporate & Business Law and another for Commercial Law. Both include news briefs, an expert opinion forum, podcasts, a blogroll, and a lot of advertising for Lexis books and services...

Obama?s Finance Speech

Posted on March 27, 2008
For the benefit of those who only read my law blog, you may want to check out my post on Senator Barack Obama’s speech on modernizing financial regulation. [continued on site]

US News Rankings Leak

Posted on March 26, 2008
A law school admission site has what they claim are the forthcoming US News rankings. If correct, the new top 20 is: 1) Yale 2) Harvard 2) Stanford 4) Columbia 5) NYU 6) Boalt 7) Penn 7) Chicago 9) Michigan 9) Northwestern 9) Univ...

Stakeholders and the Bear Stearns Litigation

Posted on March 26, 2008
The complaint filed by certain Bear Stearns shareholders to block to Bear Stearns’ acquisition by JP Morgan includes the interesting allegation that the defendant directors “weighed the affect [sic] the Transaction would have on numerous constituencies and decided to go forward in the face of the extremely negative effect on the one constituency whose interests they were duty bound to...

Bear Stearns Lawsuits

Posted on March 26, 2008
Gordon Smith reports: Here we go ... the Wayne County Employees’ Retirement System of Michigan and the Police and Fire Retirement System of the City of Detroit have filed an application for a TRO in the Delaware Court of Chancery. (Bloomberg) The Bear Stearns shareholders are trying to stop the sale of 95 million new voting shares to JP Morgan, which is projected to close on April...

Retinking Academic Travel

Posted on March 25, 2008
I am just back from an overnight trip to Vanderbilt University law school in Nashville, where I presented a paper on shareholder activism to a corporate governance colloquium. I had a great time. My hosts took me out to a lovely dinner (at which we had a fine bottle of wine, which is always a plus)...

Casebook Editing

Posted on March 25, 2008
I think Erik Knutsen is missing the difference between light/heavy editing of cases and bad editing of cases. He blogs: Is anyone else bothered by the trend in many casebooks (sadly, I’m only familiar with topics about private law) to eviscerate a case by editing it down to its bare essentials–which can literally mean only a few lines? I suppose the idea is to save time for a busy law...

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