Monday, January 26, 2015
PrawfsBlawg has posted its Submission Angsting thread, which prompted me to write this post to ask our readers (including my co-bloggers) two questions:
- In your opinion, what is the ideal date to submit a spring law review article?
- When deciding between offers, how do you evaluate specialty law reviews?
Ideal Submission Date. When I first started as a professor, I heard that March 1 was the date most people thought was the best for spring submissions. The ideal date seems to be moving earlier and earlier, and I have heard February 1 or February 15 mentioned with increasing frequency. Some might suggest not worrying about the submission date -- just submit when your article when it is ready. While I agree that you should wait to submit an article until it is ready (whenever "ready" is...), I have had colleagues who seemed to seriously under-place articles because they submitted at a poor time. Admittedly, most of these professors submitted well outside of the traditional windows.
Evaluating Specialty Law Reviews. The question about how to evaluate specialty law reviews reoccurs every time I submit an article. The conventional wisdom is - find out how your P&T committee values those journals and follow their lead. That is good advice, though I imagine some readers would like to hear how the market, in general, values specialty law reviews. Personally, I have published in a number of specialty law reviews -- for two main reasons -- (1) readership (e.g., I used to see the Delaware Journal of Corporate Law on my judge's desk regularly) and (2) name recognition (the Harvard Business Law Review is probably going to go much further with many readers (and my P&T committee) than many flagship law reviews). I've heard formulas to rank specialty journals like -- take ~25 spots [the PrawfsBlawg post in the update below says +25 to +50] off the publishing school's rank if it is a specialty journal (this doesn't work well when a top journal in your area is published by a low-ranked school) OR the top 10% or so specialty journals in your area are roughly equal to a 31-100 ranked flagship journal; and you should take a top-30 flagship journal over virtually any specialty journal. I know different schools will treat the question of specialty journals differently, and ideally we wouldn't have to play this game (because the articles all end up on WestLaw), but I am truly interested in the different approaches.
Update: On the second question I found this helpful post on PrawfsBlawg from 2011, but I am still interested in other thoughts.
Feel free to share thoughts in the comments, or e-mail me directly.
For the last three years, I have been teaching my Accounting for Lawyers course as a distance education course. It’s only available to students at my law school, but everything except the final exam is online; there are no in-person classes. I think it’s worked well, better than the in-person accounting class I used to teach, but that’s a topic for another day. Today, I want to talk about four things I’ve learned teaching the course.
1. Law students are not used to “learning as they go.”
The typical law school class involves a single end-of-semester exam, and law students get used to pulling things together by cramming at the end of the semester. Almost all of my students read the daily assignments, but many of them, even some of the most conscientious students, really haven’t actively wrestled with the material.
I usually teach by the problem method, and I use books with a large number of problems. I strongly urge students to answer those problems before class. Almost all of my students read the problems before class; many of them think about the problems before class; but it’s clear that few of them have thoroughly worked their way through the problems .
In my online course, assignments are due every week. Students must learn the material as they go, or they won’t be able to do the assignments. Cramming at the end is not an option. They learn in the first couple of weeks that the shallower daily preparation that works in many law school classes won’t work in Accounting. As their study habits change, they learn more, but it requires a real adjustment on their parts.
2. Regular practice and feedback is important.
The educational literature stresses the value of regular practice and feedback (or even regular practice without feedback). I use the problem method in all of my classes because of that. It forces students to apply the materials on a daily basis, with in-class feedback from me. Seeing how much more students learn in my Accounting course, with its regular assignments and feedback, just reinforces that point.
3. If there’s an ambiguity in anything, at least one student will find it.
I didn’t really learn this lesson teaching the online course. It’s obvious every time I grade an exam. No matter how good the casebook, no matter how careful I am in class, some students will manage to misinterpret something. Law students are experts at finding ambiguity. This shouldn’t surprise us; it’s one of the things we teach them to do. The problem is often not due to a failure to read or listen, but a single-minded focus on some isolated statement taken out of context.
In a course like Accounting that has weekly assignments, I don’t have to wait until the final exam to see those misunderstandings, and I can correct them before they do too much damage. But seeing misunderstandings like this on a weekly basis has also made me much more careful in my other classes, more aware of possible ambiguities in the readings and what I say. I would rather over-explain than risk a semester-long misunderstanding.
4. Oral communication is better than written communication, especially for criticism.
In an online course, I’m forced to communicate with my students almost exclusively in writing. Writing, unlike direct, oral communication, is very bad at conveying nuance or sentiment. That difference is especially important when my communication is primarily critical, correcting and evaluating student work.
Students, like most of us (including me), are sensitive to criticism. And, unless one is very careful, they tend to see critical comments as more negative and personal than they are intended to be. As I’m not a particularly careful person when it comes to criticism or anything else (the word “blunderbuss” is relevant), this is problematic.
In person, my true intent comes through more easily. I recently heard, second-hand, a comment from a student who had taken Accounting and was now in one of my in-person classes. He reportedly said, “I thought Professor Bradford was really mean after Accounting, but I like him in this course.”
Sunday, January 25, 2015
"The aim of the precautionary principle...is to prevent decision makers from putting society as a whole...at risk" http://t.co/jcscjY5JIb— Stefan Padfield (@ProfPadfield) January 25, 2015
Henry G. Manne, RIP, David Henderson | EconLog | Library of Economics and Liberty http://t.co/27sLpCxsaA— Carlo Stagnaro (@CarloStagnaro) January 18, 2015
"split 'corporate America' into 'main street businesses' and 'crony capitalist big business'" http://t.co/meDNiw1F1t— Stefan Padfield (@ProfPadfield) January 20, 2015
ICYMI: Updated link: "Proxy Access Punt: Top 5 Things People Are Asking" http://t.co/LtmJTMfpCz— Stefan Padfield (@ProfPadfield) January 25, 2015
Saturday, January 24, 2015
The Second Circuit just split from the Ninth in Stratte-Mcclure v. Stanley, 2015 U.S. App. LEXIS 428 (2d Cir. N.Y. Jan. 12, 2015) regarding whether a company violates Section 10(b) - and is subject to private lawsuits - for failure to disclose required information. The holding would be well-positioned for a Supreme Court grant except that it was not outcome determinative, functionally insulating the decision from Supreme Court review. But this is definitely a split to watch in the future.
[More under the jump]
Friday, January 23, 2015
I recently updated my research chart entitled Corporate Forms of Social Enterprise: Comparing the State Statutes. Always open to suggestions on how to improve the chart.
As the number of corporation-based social enterprise state statutes has grown, the chart has become a bit unwieldy. Previous versions of the chart went state by state, detailing the differences from the Model statute. I think the new format (a short summary chart with details in the footnotes) is better for comparing/contrasting the state statutes, but is still far from perfect. For example, some of the abbreviations used in the summary chart require going to the footnotes for explanation, but it is difficult to remedy that and keep the summary chart short.
Also, here is a link to the latest report of Delaware Public Benefit Corporations ("PBCs"). [This is my first time linking to an outside Excel sheet, but it worked for me by saving to my Desktop and then opening.] The number of Delaware PBCs has grown to 234 entities. This is still tiny in comparison to the more than 1 million total entities in Delaware, but it is still early.
Thursday, January 22, 2015
I have just returned from Dublin, which may be one of my new favorite cities. For the fifth year in a row, I have had the pleasure of participating as a mentor in the LawWithoutWalls (“LWOW”) program run by University of Miami with sponsorship from the Eversheds law firm. LWOW describes itself as follows:
LawWithoutWalls, devised and led by Michele DeStefano, is a part-virtual, global, multi-disciplinary collaboratory that focuses on tackling the cutting edge issues at the intersection of law, business, technology, and innovation. LawWithoutWalls mission is to accelerate innovation in legal education and practice at the same time. We collaborate with 30 law and business schools and over 450 academics, students, technologists, venture capitalists, entrepreneurs, business professionals, and lawyers from around the world. We seek to change how today’s lawyers approach their practice and how tomorrow’s lawyers are educated and, in so doing, sharpen the skills needed to meet the challenges posed by the economic pressures, technologization, and globalization of the international legal market. We seek to create the future of law, today. Utilizing a blend of virtual and in-person techniques, LawWithoutWalls offers six initiatives: LWOW Student Offerings,LWOW Live, LWOW INC., and LWOW Xed.
I first joined the program as a practitioner mentor and have now served as an academic mentor for two years. Each team has students from law or business school who develop a project of worth addressing a problem in legal education or the legal profession. Mentors include an academic, a practitioner, an entrepreneur, and an LWOW alum.
In the LWOW Live version, the students and mentors meet for the first time in a foreign city (hence the trip to Dublin) and then never see each other in person again until the Conposium, a Shark-Tank like competition in April at the University of Miami, where they present their solution to a venture capitalist, academic, and practitioner in front of a live and virtual audience.
Over the period of a few months the students and mentors, who are all in different cities, work together and meet virtually. Students also attend mandatory weekly thought leader sessions. Past topics have included developments in legal practice around the world and the necessity of a business plan. For many law students, this brings what they learned in Professional Responsibility and Business Associations classes to life. At the Dublin kickoff, audience members watched actual live pitches to venture capitalists from three startups, learned about emotional intelligence and networking from internationally-renowned experts, and started brainstorming on mini projects of worth.
This year, I am coaching a virtual LWOW Compliance team working on a problem submitted by the Ethics Resource Center. My students attend school in London and Hamburg but hail from India and Singapore. My co-mentors include attorneys from Dentons and Holland and Knight. The winner of the LWOW Compliance competition will present their solution to the Ethics Resource Center in front of hundreds of compliance officers. In past years, I have had students in LWOW Live from Brazil, Israel, China, the US, South Africa, and Spain and mentees who served as in-house counsel or who were themselves start-up entrepreneurs or investors. Representatives from the firms that are disrupting the legal profession such as Legal Zoom serve as mentors to teams as well. In the past students have read books by Richard Susskind, who provides a somewhat pessimistic view of the future of the legal profession, but a view that students and mentors should hear.
As I sat through the conference, I remembered some of the takeaways from the AALS sessions in Washington in early January. The theme of that conference was “Legal Education at the Crossroads.” Speakers explained that firms and clients are telling the schools that they need graduates with skills and experience in project management, technology, international exposure, business acumen, emotional intelligence, leadership, and working in teams. Law schools on average don’t stress those skills but LWOW does. Just today, LWOW’s team members were described as "lawyers with solutions." I agree and I’m proud to be involved in shaping those solutions.
Wednesday, January 21, 2015
One week after the SEC levied the largest dark pool trading violation fine against USB, a group of nine banks (including Fidelity, JP Morgan, BlackRock, etc.) introduced a new dark pool platform, an independent venture called Luminex Trading & Analytics. Dark trading pools are linked to the role of high frequency trading and the notion that certain buyers and sellers should not jump the queue and shouldn't be the first to buy or sell in the face of a large order. The financial backers of Luminex were quoted in a Bloomberg article describing it as a platform "where the original purpose of dark pools, letting investors buy and sell shares without showing their hand to others, will go on without interference."
The announcement raises public scrutiny about dark pools, but among financial circles (like those at ZeroHedge, it is being touted as a smart self-regulatory move by the major mutual funds to prevent the money leach to HFT's, which some seeing as the beginning of the end for HFTs.
If you are looking for more resources on dark pools and HFTs-- there are two brand new SSRN postings on the subject:
- Chris Brummer's Disruptive Technology and Securities Regulation
- Andreas M. Fleckner, Regulating Trading Practices
Tuesday, January 20, 2015
I was watching the Michigan State-Iowa basketball game a couple weeks ago, and commentator Jay Bilas noted his view (which he has stated previously) that the lane violation rule is wrong. I am teaching Sports Law and an Energy Law Seminar this semester, so (naturally) I linked his comments to a broader framework.
So start, here's the current rule. Basketball for dummies explains:
Lane violation: This rule applies to both offense and defense. When a player attempts a free throw, none of the players lined up along the free throw lane may enter the lane until the ball leaves the shooter's hands. If a defensive player jumps into the lane early, the shooter receives another shot if his shot misses. An offensive player entering the lane too early nullifies the shot if it is made.
Bilas argues that a defensive lane violation should result in the ball being awarded to shooter's team instead of another attempt at the free throw for the shooter. His rationale is, "The advantage to be gained going in early is on the rebound, not the shot. Give the ball to the non-violating team." This is probably right, though a player might enter the lane early to distract the shooter, too. I suppose one could award a reshot for a lane violation if the ball is not live (e.g., the violation occurs on the first freethrow of a two-shot foul), and award the ball to the shooter's team on a missed live ball.
I think there is some merit to Bilas's argument, but I think there's a practical reason the rule remains as it is: the penalty is not too harsh, making it something referees are willing to call. A favorite quote of mine comes from Ben Franklin, who once warned, "Laws too gentle are seldom obeyed; too severe, seldom executed."
Here, I think Bilas is probably right on the penalty-incentive link, but the rule he proposes may prove too severe for lane violations to be called as willingly as they are today. In addition, practically speaking, if the shooter makes the free throw anyway, the shooter's team would still need to get the ball after a lane violation, if the punishment is really about discincentivizing cheating for a rebound. This could be the rule, and it might be right, too, but that would make the penalty even more severe, making referees even less likely to make the call. (You could, I suppose, give the shooter's team a choice -- the the point or the ball -- but that gets messy.)
I used the Ben Franklin quote in my article from a few years back, Choosing a Better Path: The Misguided Appeal of Increased Criminal Liability after Deepwater Horizon, which was published in the William & Mary Environmental Law and Policy Review (available here). In the article, I argued that increased criminal liability for energy company employees was not likely to be any more effective in preventing disasters like the blowout of BP oil well in the Gulf of Mexico because the likelihood of actually sending people to jail is highly unlikely.
I still believe this is true in a many contexts. It's not to say we should not have harsh penalties for certain behaviors, but we need to be sure the laws or rules are more than justifiable. We also need to be sure they will be executed in a manner that the laws or rules serve the actual purpose for which they were designed.
To be clear, we also need to be sure that the penalties are not so gentle that no one will follow the rule. In the energy and business sector, I am of the mind that we regularly err on both sides -- some rules are too gentle and others too severe. Sports can be that way, too, though we often don't even know the penalty for certain acts like, say, allegedly deflating a few footballs.
As for lane violations, though, I think the rule has the balance right, even if there is a justification for a harsher rule.
Monday, January 19, 2015
Today, unlike most Mondays during the school year, I will not be in the classroom. The University of Tennessee is closed in celebration of the life of Martin Luther King, Jr., our nation's iconic non-violent civil rights leader. Today also is the day that my daughter is in transit back to her college in New York for her last semester as an undergraduate. It seemed only fitting, honoring both occasions, to go out on Friday night with my daughter and my husband to see the movie Selma.
Despite its historical inaccuracies (which have been played out in the public media, e.g., here), the movie is a successful one. Among other things, it spoke to me of the amazing amount that one man can accomplish in a mere 39 years with focus, action, and perseverance. I admittedly felt a bit lazy and ineffectual by comparison.
Selma also reminded me, however, of the near daily opportunities that King had to speak out on matters of public importance. I wondered if there was anything in his teachings that would speak directly to me today. Specifically, I wondered if I could find something he'd said that helped to guide me as a business law professor in the current business law or legal education environment.
Of course, King spoke out against Jim Crow laws, which provided for legal segregation of the races in both businesses and education. But I was looking for something a bit more personal. Then, I found this quotation: "The function of education . . . is to teach one to think intensively and to think critically. . . . Intelligence plus character--that is the goal of true education."
Every U.S. law school, or at least every law school I’m aware of, offers a securities regulation course. But those courses usually focus on the Securities Act of 1933 and the Securities Exchange Act of 1934. A typical securities regulation course covers the definition of security, materiality, the registration of securities offerings under the Securities Act, and liability issues under both the Securities Act and the Exchange Act. If the professor is ambitious, those courses may also cover the regulation of securities markets and broker-dealers.
Almost none of those basic securities regulation courses spends any significant time on the 1940 Acts—the Investment Company Act and the Investment Advisers Act. It’s not because those two statutes are unimportant. A good proportion of American investment is through mutual funds and other regulated investment companies, not to mention hedge funds which depend upon Investment Company Act exemptions. And the investment advisory business is booming. When I attend gatherings of securities lawyers, I’m always amazed at how many of the lawyers present are dealing with issues under the 1940 Acts.
The lack of coverage of the 1940 Acts in the basic securities law course would be acceptable if law schools offered separate, stand-alone courses dealing with those issues, but many of them do not. I began teaching a course on the 1940 Acts in 1997. (I subsequently expanded the course to include a segment on the regulation of brokers.) At that time, you could count the number of law schools offering 1940 Act courses on one hand. Since then, more law schools have begun to offer such courses, but many law schools still do not.
Why are law schools not offering such an important business law course? One problem may be staffing. Many schools, including my own, have only one securities law professor. That person often also has to teach Business Associations, Mergers and Acquisitions, and other such courses, leaving no time for a second securities course. I have been able to offer my course only by rotating it with Mergers and Acquisitions on a biennial basis.
The lack of 1940 Act courses may also be due to the backgrounds of people teaching securities law. Some (certainly not all) securities law professors come from the litigation side of practice. Securities litigation centers on the 1933 and 1934 Acts. Litigation is a less important part of practice under the 1940 Acts, so many securities litigators aren’t exposed to it much.
A third problem is a lack of teaching materials. There isn’t much available on the 1940 Acts. I was lucky when I began teaching the course to discover a set of materials put together by Larry Barnett at Widener University. Those materials, supplemented with my own handouts and problems, have worked well. Unfortunately, Larry just retired and will no longer be updating his materials, so I’m not sure what I’m going to do now. I suspect more people would teach the course if more books were available, but there’s a chicken-and-egg problem. The major publishers aren’t interested in offering materials for a course that few schools teach.
Whatever the reason, the lack of such courses is a serious deficiency at any school preparing students for a securities law practice.
I'm interested to hear from commenters: are there any other courses law schools aren't teaching that are crucial to business law practice?
Sunday, January 18, 2015
ICYMI: "Piketty Shreds Marginal Productivity as Neoclassical Justification for Supersized Pay" http://t.co/H99ZIYfng8— Stefan Padfield (@ProfPadfield) January 11, 2015
“Directors were not aware of the problems ... the audit revealed b/c they aren’t involved in day-to-day operations.” https://t.co/ppmHWhCdun— Stefan Padfield (@ProfPadfield) January 12, 2015
Risk factors, non-GAAP financials & trend analysis expected to attract SEC scrutiny during filing season http://t.co/z97f5gdmmk— FEI Daily (@dailyfei) January 15, 2015
Saturday, January 17, 2015
In their new article, Litigation Discovery and Corporate Governance: The Missing Story About the ‘Genius of American Corporate Law,’ Érica Gorga and Michael Halberstam argue that the U.S.’s unique, liberal discovery standards in private civil litigation have had an important role in shaping the content of corporate law.
They make a number of interesting claims in the paper, including that civil discovery provides detailed data for courts and regulators to use when creating legal standards, and that the omnipresent threat of civil discovery forces corporate managers to run their companies with more care: they must engage in extensive internal monitoring and recordkeeping in order to protect themselves should a dispute arise. Additionally, the internal process of having attorneys and other experts review documents in anticipation of litigation – even if the documents are never turned over to the plaintiffs – generates information that assists managers, in their monitoring roles, and assists gatekeepers – attorneys, experts, etc – in understanding both the specific firm targeted and the industry in general. Gorga and Halberstam also argue that the standards for adequacy of corporate internal investigations – which themselves play a growing role in corporate governance – are informed by the standards set by civil discovery in litigation. Finally, the authors argue US Style corporate governance and securities laws cannot be easily exported to legal systems that do not have civil discovery, because civil discovery is a necessary part of the US’s ex post enforcement mechanism.
I found the paper very interesting, and I agree that discovery is critical to a regime that depends on private ex post litigation to enforce legal rules. That said, I think the authors do not give sufficient weight to the argument that corporate managers – aware of civil discovery – are incentivized to keep records to the bare minimum necessary to establish that they met their obligations. Board meeting minutes, for example, are often extremely sparse, describing the basic agenda and topics covered, but giving no sense of the color and tenor of the discussion. High level corporate officers have been known to refuse to use email at all for fear of generating incriminating electronic trails. There are limits to managers’ ability to protect themselves this way – modern business often requires electronic communication, and god knows every litigator has, at one point or another, dug up the incriminating email trail that finishes with someone saying “DELETE THIS.” But the point remains that the possibility of discovery can be just as much of an incentive for managers to create misleadingly exculpatory paper trails as to engage in careful monitoring.
Friday, January 16, 2015
Every semester, in an attempt to learn my students' names and a bit about them, I ask my students to fill out a student information form with a few questions. This semester I added the question: "What do you think makes a professor effective?"
The vast majority of the responses fell into one of the four categories below (listed in order, from most to least responses):
- Real world experience/real world examples
- Fairness in grading
- Clarity in teaching
- Approachability and accessibility
I am teaching over 100 total students (undergraduate and MBA) this semester, and nearly every student mentioned something that would fall into at least one of those four categories.
Perhaps these responses do not surprise readers, and they were not incredibly surprising to me. The ordering, however, was a bit surprising, and I am not sure I would have expected to see "approachability" in the responses as much as I did. In any event, the responses were helpful in confirming that my time "staying current," meeting with local attorneys/business people, and consulting is well spent - at least in the eyes of my students.
Is there anything in the students' responses that is surprising to readers? Is there anything missing from the list? (There were plenty of other answers but most of the repeated answers fell into one of the four categories.)
Thursday, January 15, 2015
Greetings from Dublin. Between the Guinness tour, the champagne afternoon tea, and the jet lag, I don’t have the mental energy to do the blog I planned to write with a deep analysis of the AALS conference in DC. I live tweeted for several days and here my top 25 tweets from the conference. I have also added some that I re-tweeted from sessions I did not attend. I apologize for any misspellings and for the potentially misleading title of this post:
Posner: judges ought to give reasons for rulings but shouldn't pretend they're interpreting intention of the statute drafters #AALS2015— Dalie Jimenez (@daliejimenez) January 5, 2015
Studies show that scholars are more productive if they write 15-30 minutes every day- more so if they are accountable for time #AALS2015— Marcia Narine (@mlnarine) January 4, 2015
#AALS2015 Judge Rosenthal-lots of questions are so practical re access to courts that academics haven't focused on them.— Marcia Narine (@mlnarine) January 3, 2015
Next week I will write about the reason I'm in Dublin.
January 15, 2015 in Business Associations, Conferences, Corporate Finance, Corporate Governance, Corporate Personality, Corporations, CSR, Delaware, Financial Markets, Marcia Narine, Securities Regulation, Travel | Permalink | Comments (0)
Wednesday, January 14, 2015
Financial reforms/un-reforms depending upon your view are unsurprisingly set to be front and center in some upcoming debates. Here are two interesting articles on the upcoming fight on financial measures taked onto must-pass bills like the budget, the exposure game and the likely resulting pressure. Either way, financial regulation is keyed to be a big news cycle item in the upcoming political season.
- A Strategy in the Fight Over Financial Reform: Go Big appearing January 14th in the NYTimes DealBook
- January 9th Op-ed by U.S. Treasury Secretary Jacob Lew: Let's leave Wall Street's risky practices in the past.
These two articles just state the stance of the Obama Administration-- please leave a note in the comments if you have any sources stating the opposition view. Would love to present a balanced view of this, and am asking for the reader's help to do so on this time-crunched Wednesday.
Tuesday, January 13, 2015
When I first started teaching at the University of North Dakota School of Law, I had the pleasure of having Patti Alleva as a colleague and mentor. She is one of the workshop presenters of the program listed below. Patti is an oustanding teacher, and a teacher of teachers.
One of the great things I took away from my time with her is to teach intentionally. That is, we all have different styles and goals, and that's okay. In fact, it's a good thing. We don't all need to teach the same way, but we all should think about what we do, learn about how others learn, and then make decisions in the classroom for a reason. Risks are okay (and, with Patti, encouraged) -- some things we try don't work. We learn from that, too, and they can make us better. The key is to try to maximize the learning experience for students.
I think, in the big scheme of things, I am an okay teacher. I work at it; I care, and I genuinely want my students to learn and succeed. And I do things in my classes for a reason. How good I am, is really for others to answer. I know I am not as good as some. I'm not in the same ballpark as Patti, or, for that matter, my wife. She and Patti are two of the best I know. But, without question, I'm a better teacher for having learned some of the craft from Patti, and I know many others who agree.
If this kind of conference is an option and you're interested, I highly recommend you give it a shot.
Engaging the Entire Class: Strategies for Enhancing Participation and Inclusion in Law School Classroom Learning
Register and pay online
(through UCLA website)
"Engaging the Entire Class: Strategies for Enhancing Participation and Inclusion in Law School Classroom Learning" is a one-day conference being presented by the UCLA School of Law and the Institute for Law Teaching and Learning (ILTL) in Los Angeles, California on February 28, 2015.
The conference will include an opening and closing led by ILTL Co-Directors and Consultants, and five workshop sessions. Each workshop session will be presented by a teacher featured in What the Best Law Teachers Do.
Workshop presenters include:
· Patti Alleva, University of North Dakota
· Steven Friedland, Elon University
· Steven K. Homer, University of New Mexico
· Nancy Levit, University of Missouri-Kansas City
· Hiroshi Motomura, UCLA
By the end of the conference, participants will have concrete ideas for enhancing participation and inclusion in law school classrooms to take back to their students, colleagues, and institutions.
Who Should Attend
This conference is for all law faculty (full-time and adjunct) who want to learn about enhancing participation and inclusion in law school.
All Sessions will take place at the UCLA School of Law on Saturday, February 28, 2015.
· 8:00-8:40 a.m.: Registration and Continental Breakfast
· 8:40-9:00 a.m.: Welcome and Opening
· 9:00-10:00 a.m.: Workshop 1
· 10:00-10:20 a.m.: Break
· 10:20-11:20 a.m.: Workshop 2
· 11:20-11:40 a.m.: Break
· 11:40 a.m.-12:40 p.m.: Workshop 3
· 12:40-1:30 p.m.: Lunch
· 1:30-2:30 p.m.: Workshop 4
· 2:30-2:50 p.m.: Break
· 2:50-3:50 p.m.: Workshop 5
· 3:50-4:10 p.m.: Break
· 4:10-4:30 p.m.: Closing
· 4:30 p.m.: Adjourn
Through February 12, 2015
· $250 - General Attendance
· $100 - Gonzaga University, University of Arkansas Little Rock, or Washburn University full/part-time faculty
· $0 - UCLA Law full/part-time faculty (registration required)
After February 12, 2015
· Registration is on-site only
· $300 - General Attendance
· $300 - Gonzaga University, University of Arkansas Little Rock, or Washburn University full/part-time faculty
· $0 - UCLA Law full/part-time faculty (registration required)
Registration fee includes:
· all materials, and
· breakfast, lunch, and snacks.
Participants are responsible for their own travel arrangements to the conference.
A block of rooms has been reserved until January 25, 2015 for the nights of February 27 and February 28 at:
· UCLA Guest House
330 Charles E. Young Dr. East
Los Angeles, CA 90095
$177.00: queen bed
$182.00: queen bed with kitchenette
$182.00: queen bed with twin bed
Make reservations by calling the hotel directly at (310) 825-2923 and mentioning that you are participating in the UCLA School of Law's "Institute for Law Teaching and Learning Conference at UCLA".
Please note: UCLA Guest House offers complimentary continental breakfast each morning but is not a full-food service hotel - meaning that they do not provide the service of ordering food via room service, and there is not a lobby restaurant. There are, however, many restaurants in Westwood Village, which is less than a 15 minute walk from the hotel. Also: On-site parking at the Guest House is free, but limited, on a first-come, first-served basis. If the hotel parking lot is full, the Guest House sells parking passes for the closest UCLA parking structure number 3.
Monday, January 12, 2015
I recently was afforded the opportunity to draft a short article for the William & Mary Journal of Women and the Law that combines my research on crowd theory (from the crowdfunding space) and my research on women and corporate governance. The opportunity arose out of a celebration of the 20th anniversary of the journal, for which I had been a published author in the past. (The journal published my article on women as investors in the context of securities fraud, Female Investors and Securities Fraud: Is the Reasonable Investor a Woman?, back in 2009.)
I just posted the recently released final version of the 20th anniversary article, entitled Women in the Crowd of Corporate Directors: Following, Walking Alone, and Meaningfully Contributing, to the Social Sciences Research Network. My application of crowd theory to the gender composition of corporate boards of directors in this article does not provide significant new insights on the decision making of female corporate directors. However, it does result in the observation that women on corporate boards may foster the establishment of new board structures and policies that have the potential to favorably impact board decision making. The bottom line? More--and more novel--research still is needed on the presence and contribution of women on corporate boards of directors.
My article represents a brief exploration, but I may well continue my work in this general area. Accordingly, I would be interested in knowing about others doing similar or related research. Let me know in the comments or by email message if you would like to alert me to your relevant research and writing.
The Resilience of American Small Business . . . And Other Lessons I Learned Living Without Electricity
I recently traveled to far western Texas to backpack in Big Bend National Park. An ice storm hit west Texas shortly before my trip. The ice cleared before I drove out from Dallas, but knocked out the power in the area I was visiting for several days. That power outage taught me several important lessons.
The Resilience of Small Businesses
The power outage demonstrated yet again the resilience of American small businesses. I was amazed at how well, and how quickly, businesses were able to adjust to the loss of power, computers, and the Internet. Those adjustments make life much easier for people like me, stuck in the area with no local support.
It’s obvious to me now, but I never thought about the fact that gas stations can’t pump gas without power. I will forever be grateful to the gentleman who owns the small Fina station in Marathon, Texas. He hooked up a portable generator to one of his gas pumps and hand-pumped gas for people like me who would have been stranded in the middle of nowhere without it. (Marathon, Texas truly is in the middle of nowhere; look it up if you don’t believe me.) He even resurrected an old mechanical credit card imprinter to allow customers to pay by credit card. His price was higher than normal, but, frankly, he didn’t charge as much as he should have.
I had similar experiences as I continued on to Terlingua, Texas, just outside the park, and into the park itself. The Starlight Theatre, a wonderful restaurant in Terlingua, connected their stove, refrigerator, and lights to a propane generator so they could continue to serve meals. The lights dimmed every time the refrigerator cooler powered on, but I had a wonderful dinner.
The concession restaurant in Big Bend National Park was also cooking using propane, with lanterns and candles providing lighting. Their food supplies were limited, but they managed to juggle what they had to create a limited menu for those who needed to eat. The concession hotel also had no power, but provided lodging (albeit cold lodging) to those who had nowhere else to go. The restaurant and hotel took down credit card information by hand, to be entered later when the computers came back online.
In short, the capitalist system works, even when little else is working.
Our Dependence on Computers and the Net
My experience without power also reminded me of how much we depend on computers and Internet access. Interconnectedness has made life much easier for all of us, including businesses, but, when we lose those connections, serious adjustments are required. I read a lot of apocalyptic science fiction, and this is a recurring theme of that genre, so it didn’t really surprise me—but it was interesting to experience it firsthand.
I also realized how much time I waste on the Internet and my phone. We were without Internet or phone access for five days, including the three days we were backpacking. (Power was restored right before we emerged from the wilderness.) I missed it, but I caught up in about a day, and the five-day delay had almost no effect on my life. Apparently, it’s really not that important that I keep up with events on a minute-by-minute basis.
Kudos to the National Park Service
Finally, I was reminded how much I like the National Park Service. I backpack a lot, and I have had many experiences with National Park Service employees, both rangers and temporary employees. I have never had a negative experience. If every government worker was as efficient and worked as hard as the National Park Service employees I have encountered over the years, our country would be in much better shape. The National Park Service does more with less than any other government agency, state or federal, than I have dealt with. They also deal courteously with some truly idiotic behavior by tourists. Kudos to them.
Sunday, January 11, 2015
Yes the planet got destroyed. But for a beautiful moment in time we created a lot of value for shareholders. pic.twitter.com/6ER8bLma9J— Marc Benioff (@Benioff) December 28, 2014
NYC just banned plastic foam. Business has been slow to voluntarily phase out the material, despite links to cancer: http://t.co/1eZQMj1zuJ— Sustainable Business (@GuardianSustBiz) January 8, 2015
Delaware's Top Five Worst Shareholder Decisions for 2014 (#3: ATP Tour v. Deutscher): Perhaps more than any ot... http://t.co/qMa5F9sJgP— TheRacetotheBottom (@RTTBCorpGov) January 9, 2015
Practice sitting still and freeing the mind from distractions; then you will be better able to live in harmony with others. #mindfulness— Stefan Padfield (@ProfPadfield) January 10, 2015
Saturday, January 10, 2015
It’s nice to know that at a time when law firms are feeling financially squeezed, and hiring has been greatly reduced, one firm still seems to be able to write its own ticket. That firm would be Wachtell Lipton, whose M&A billing practices were exposed in a lawsuit by Carl Icahn alleging that Wachtell committed malpractice in the course of its representation of a target company that – unsuccessfully – sought to fend off Icahn’s takeover bid.
As the American Lawyer reports, Wachtell does not charge hourly rates to its M&A clients, nor does it provide a breakdown of “services or details as to particular lawyers and hours.” Instead – according to its fee agreement – it apparently selects a fee based on its own internal calculations of the value of what it has accomplished, taking into account “the intensity of the firm’s efforts, the responsibility assumed, the complexity of the matter and the result achieved.” Though it claims not to base fees on deal size, it informs clients that fees tend to be approximately 1% or more of deal size for matters under $250 million, and 0.1% or less on matters over $25 billion.
The interesting thing about Wachtell’s fee practices is that they are, in fact, old school – as James B. Stewart recounts, back in the day, this is precisely how Cravath used to bill its clients. And if the clients wanted more detail as to how the fee was generated, well, according to one Cravath partner, “That’s not the kind of client we’d want to have.”
Still, in today’s world, Wachtell’s practices are very unusual. One M&A partner at a rival firm told American Lawyer that “The rest of us are enduring increased scrutiny and fly specking [from clients]. It’s not that the rest of us are suffering, but these guys are getting away with something that no one else gets away with. They operate in a different world altogether.”
That said, Icahn's lawsuit is certainly unusual - and Wachtell claims that it's intended to intimidate the firm with respect to future deals. After all, it would be a helluva deterrent against vigorous representation of takeover targets if, after a failed defense, the acquiring firm - now in control of the target - refused to pay its legal bills.