Wednesday, July 30, 2014

Guidebook App for Conferences

While I will miss my friends at the wonderful SEALS conference, I am excited to be attending and presenting at the Academy of Legal Studies in Business (ALSB) conference in Seattle next week.

For the ALSB conference, the organizers have set up a Guidebook App.  I am just now exploring all the features, but it looks like an impressive and useful tool.

The App includes:

  • The conference program.
  • The conference schedule.
  • Your schedule. You create your own schedule and can have reminders send to your phone.
  • Full text of all the conference papers, organized by subject, author, and title.
  • An attendee list, where attendees can share their contact information.
  • In-app social networking.
  • Information about exhibitors.
  • A survey.
  • Information about Seattle (restaurants, attractions, etc.) 

There is a free version of Guidebook, but it looks like this ALSB Conference App has features of the rather expensive paid plans.  The free version is limited to 200 downloads and doesn't appear to allow inclusion of presentation materials.  Given the textbook publisher listed at the bottom of the App, I am guessing that the textbook publisher paid at least part of the cost, though that is pure speculation on my part.

While pricey for the paid plans, this might be something for AALS, SEALS, and other large conference organizers to consider for future years.  The free version may be useful for smaller conferences.     

July 30, 2014 in Business School, Conferences, Haskell Murray, Law School | Permalink | Comments (2)

Monday, June 23, 2014

Meinhard, Salmon, and the Expressive Role of Judicial Opinions

This past week, I joined a group of our business law prof colleagues at the National Business Law Scholars Conference out at Loyola Law School in Los Angeles.  Headlined by a keynote presentation on "the audience" for business law scholarship from Frank Partnoy and an author-meets-reader session on Michael Dorff's new book, Indispensable and Other Myths: The True Story of CEO Pay, the conference featured a staggeringly interesting array of panels on everything from standard corporate governance to financial regulation.  Kudos to the planning committee.

Steve Bainbridge presented Must Salmon Love Meinhard? Agape and Partnership Fiduciary Duties in an opening concurrent panel. If you haven't read it yet, I recommend it.  Admittedly (as I told Steve), I have an especial interest in the Meinhard case and in the expressive function of decisional law.  But most of us in the business law professor group teach the case in one course or another, and his paper is relevant to many in that context.

Continue reading

June 23, 2014 in Business Associations, Conferences, Joan Heminway, Partnership | Permalink | Comments (1)

Monday, June 16, 2014

What Does Publicness Mean To You? What Should It Mean?

I have been working on a draft article for the University of Cincinnati Law Review based on a presentation that I gave this spring at the annual Corporate Law Symposium.  This year's topic was "Crowdfunding Regulations and Their Implications."  My draft article addresses the public-private divide in the context of the Capital Raising Online While Deterring Fraud and Unethical Non-Disclosure Act--more commonly known as the CROWDFUND Act.  I am using two pieces coauthored by Don Langevoort and Bob Thompson (here and here), as well as three works written by Hillary Sale (here, here, and here) to engage my analysis.

I also will be participating in a discussion group at the Southeastern Association of Law Schools annual conference in August on the publicness theme.  That session is entitled "Does The Public/Private Divide In Federal Securities Regulation Make Sense?" and is scheduled for 3:00 pm on Augut 6th, for those attending the conference.  Michael Guttentag was good enough to recruit the group for this discussion.

All this work on publicness has my head spinning!  There are a number of unique conceptions of pubicness, some overlapping or otherwise interconnected, with different conceptions being useful in different circumstances.  I am attracted to a number of observations in both the Langevoort/Thompson and Sale bodies of work, but there's clearly a lot more to think about from the standpoint of both scholarship and teaching.

So, today I ask:  What does publicness mean to you?  Does there continue to be salient meaning in the distinction between piublic and private (offerings, companies, etc.)?  If so, what should publicness mean in these contexts?  I am curious to see what others think.

June 16, 2014 in Business Associations, Conferences, Corporate Finance, Corporate Governance, Corporations, Financial Markets, Joan Heminway, Securities Regulation | Permalink | Comments (0)

Thursday, June 12, 2014

The Corporation and Free Speech- Three Views

Greetings from Salvador, Bahia, one of the twelve cities hosting the World Cup. Apologies in advance for any spacing issues. I am typing on an iPad with spotty internet service in Brazil so editing is an issue. The long plane ride gave me some time to reflect on the Law and Society Conference I attended two weeks ago. It was my second time and once again, it didn’t disappoint. I served as the discussant on a panel on Theorizing the Corporation with Elizabeth Pollman, Charlotte Garden and Sarah Haan. All of the papers talked about a right to speak. The common theme was the question of who is speaking, the basis of that right and whose interests are being served by the speech. I found them particularly interesting given my background. Prior to joining academia I was a deputy GC and our PAC and lobbying activities reported to me. Elizabeth Pollman presented "The Derivative Nature of Corporate Constitutional Rights", which she co-authored with Margaret Blair. She started off by providing us with a 200-year history of the corporation which I plan to incorporate in my BA class next fall. Her paper provided a framework for the court to think about corporate rights in a number of ways ending with Constitutional and particularly First Amendment slant. Before a court is going to extend constitutional protections to corporations, she asks judges to consider whether the corporation represents an identifiable group of individuals in the matter at stake or whether the corporation has its own interests distinct from any specific group of individuals. The second threshold question she asks is whether extending the protection to the corporation is necessary or convenient to ensure that the rights of the individuals that the corporation represents are protected. Sarah Haan's paper "Opaque Transparency: Outside Spending and Disclosure by Business Entities" examined corporate and individual rights from another perspective. I was completely surprised to learn that the majority of reported outside spending from the 2012 federal election came from privately-held, not publicly-held companies, including a large number of unincorporated organizations such as LLCs. She noted that more than 40% of spending by privately-held companies was obscured in some way in terms of the source of the funding. I think many of us know about the Koch Brothers, Sheldon Adelson and some wealthy individuals but I hadn't realized how many LLCs and other non-public companies where involved in financing elections. She asked us to think about the value of transparency and disclosure- a common theme from the corporate Law and Society panels and the recent BLPB posts. Specifically, she proposes that privately-held entities should be compelled to reveal the names of the individuals who control them, at least in federal elections. Charlotte Garden's article "Citizens United and the First Amendment of Labor Law" looked at speech rights from the union perspective. She observed that unions have different speech rights than others and posited that the recent McCutcheon case, which looked at the effect of corruption in the political process, might eventually have an effect on future corporate and union campaign finance cases. Next week I will discuss some of the interesting trends that emerged from Emory's Teaching Transactional Law Conference. Now back to celebrating Brazil's first win. Adeus from Bahia.

June 12, 2014 in Conferences, Constitutional Law, Corporate Governance, Corporations, Current Affairs, LLCs, Marcia L. Narine | Permalink | Comments (0)

Monday, June 9, 2014

Complexity and Securities Regulation's "Reasonable Investor" Standard

Today, we finished two days of amazingly rich discourse on business law issues at the Association of American Law Schools (AALS) Workshop on Blurring Boundaries in Financial and Corporate Law in Washington, DC.  (Full disclosure:  I chaired the planning committee for this AALS midyear meeting.)  All of the proceedings have been phenomenally interesting.  I have learned so many things and been forced to think about so much . . . .  For those of you who couldn't be there, I tried to faithfully pick up a bunch of salient points from the talks and discussions on Twitter using #AALSBB2014.  Moreover, some of the meeting was recorded.  I will try to remember to let you know when, to whom, and how those recordings are being made available. (Feel free to remind me if I forget . . . .)

One idea shared at the workshop that I am particularly intrigued by is the use of a new standard in federal securities regulation, suggested by Tom Lin in his talk as part of this morning's plenary panel on "Complexity".  He argues for an "algorithmic investor" standard (working off/refining the concept of the reasonable investor) in light of the growth of algorithmic trading.  It's  predictable that I would be interested in this idea, given that I write about materiality in securities regulation (especially insider trading law, in articles posted here and here), in which the reasonable investor standard is central.  (In fact, Tom was kind enough to mention my work on  the resonable investor standard in his talk.)

Tom is not the first to argue for a securities regulation standard that better serves specific investor populations.  Memorable in this regard, at least for me, is Maggie Sachs's paper arguing for a standard focused on the "least sophisticated investor".  But many other fine works contending with materiality or the concept of the reasonable investor in securities regulation also question (among other things) the clarity and efficacy of the reasonable investor standard in specific contexts.

Continue reading

June 9, 2014 in Conferences, Corporate Finance, Joan Heminway, Securities Regulation | Permalink | Comments (5)

Friday, June 6, 2014

ALSB Deadlines

ALSB

For those interested in the Academy of Legal Studies in Business ("ALSB") conference in Seattle (August 4-7), the deadline to upload papers is June 29, and early-bird conference registration ends on July 1. 

More information is available at the ALSB website.  The ALSB conference is the national conference for legal studies professors in business schools, though I believe that interested practitioners and law professors would also be welcome. 

Hope to see some of our readers in Seattle. 

June 6, 2014 in Business School, Conferences, Haskell Murray | Permalink | Comments (0)

Thursday, June 5, 2014

The Power of the Proxy Advisory Firms

Last week I posted about proxy advisory firm ISS and its recommendations regarding Wal-Mart and Target.

This week the US Chamber of Commerce weighed in on the two main proxy advisory firms, what the organization sees as their potential conflict of interests and the lack of transparency, and the SEC’s imminent release of guidance on the firms. It’s worth a read and has some great links.

Next week I will be blogging from Salvador, Brazil where I will be enjoying the World Cup. I will post a brief recap of some of the business-related Law and Society sessions I attended in Minneapolis last weekend. With all of the controversy that invariably surrounds a large sporting event in a country that scores high on the corruption perception index, I may even be inspired to write a law review article on the FCPA. 

June 5, 2014 in Conferences, Corporate Governance, Corporations, Current Affairs, Marcia L. Narine, Securities Regulation | Permalink | Comments (0)

Thursday, May 29, 2014

Greetings from Law and Society

Greetings from the Law and Society conference. Tomorrow I serve as the discussant on a panel entitled Theorizing the Corporation at Legal Intersections with Professors Charlotte Garden of Seattle, Sarah Haan of Idaho and Elizabeth Pollman of Loyola, Los Angeles. We will debate/discuss corporate personhood and how Citizens United has affected elections in ways that people might not expect. I'll explain more about that and other panel discussions in next week's blog.

If you're at the conference or Minneapolis, swing by the University of St. Thomas, Room MSL 458 at 12:45 on Friday.

May 29, 2014 in Conferences, Current Affairs, Marcia L. Narine | Permalink | Comments (0)

Thursday, May 15, 2014

10 Things I Learned Teaching Business Associations for the First Time

1) I was not the only person who went to law school because I was terrified of math and accounting. Many of my students did too, which made teaching this required course much harder even after I explained to them how much accounting I actually had to understand as a litigator and in-house counsel.

2) I will always make class participation count toward the grade. Apparently paying tens of thousands of dollars a year for an education is not enough to make some students read their extremely expensive textbooks. A 20% class participation grade is a great incentive. Similarly, I will never allow laptops in the classroom. The subject matter is tough enough without the distraction of Instagram, Facebook and buying shoes on Zappos.

3) Students come to a required course with a wide range of backgrounds- some have never written a check and others have traded in stocks since they were teenagers and use Bitcoin. Teaching to the middle is essential.

4) As I suspected, when students are allowed to use an outline for an exam, they won't study as hard or as thoroughly, and I will grade harder.

5) Never underestimate how little many students know about the basics of how businesses operate. No matter how smart they are, many students have simply had no exposure to any kind of business. For some of them it's almost like taking civil procedure all over again in terms of difficulty. (I taught that for the first time too).

6) Balanced public policy discussions can get even the quietest students to participate. On the last day of class we debated the purpose of the corporation using benefit corporations, Citizens United and Hobby Lobby as vehicles for discussion. They did all of the readings and watched the assigned videos for class, leading to some of the richest discussion of the year.

7) Law students say they hate to work in groups, but many of them thrive and take leadership roles they wouldn't normally assume, especially when they know that this work also counts toward their class participation grade. They also learn to take risks in small group discussion that they might not normally take in front of the whole class.

8) Using a game for a review works really well. I used a modified Jeopardy format and allowed groups to work in teams. The competitive nature of the students came out and it also provided a more interesting and lively review than the standard lecture.

9) It's really important to match your textbook to teaching style, learning objectives and type of student.

10)  Even the most "terrified" law student can learn to like business associations. I have had several students email me to say they miss the course because they have no one with whom to discuss current business issues. That warms my heart.

There are a number of things I will change next semester. I'm looking forward to learning from more seasoned business law professors at the Emory Conference on Teaching Transactional Law in 2 weeks.

 

May 15, 2014 in Business Associations, Conferences, Corporate Governance, Corporations, Law School, Marcia L. Narine, Teaching | Permalink | Comments (0)

Thursday, May 8, 2014

Should business lawyers advise on moral issues too?

Last week I blogged about enterprise risk management,  lawyers, and their "obligations" to counsel clients about human rights risks based in part on statements by the American Bar Association and Marty Lipton of Wachtell, who have cited the UN Guiding Principles on Business and Human Rights. I posted the blog on a few LinkedIn groups and received some interesting responses from academics, in house counsel, consultants, and outside counsel, which leads me to believe that this is fertile ground for discussion. I have excerpted some of the comments below:

 “Corporations do have risk with respect to human rights violations, and this risk needs to be managed in a thoughtful manner that respects human dignity. I did wonder, though, whether you see any possible unintended consequences of asking attorneys to start advising on moral as well as legal rights?”

“I agree. Great post. Lawyers should always be ready to advise on both legal risks and what I call "propriety". If a lawyer cannot scan for both risks, then he or she is either incompetent or has integrity issues. Companies that choose to take advice from a lawyer who is incompetent or has integrity issues probably have integrity issues too. I'm not sure I would leave leadership on ERM as a whole in the hands of a lawyer, unless that person has very good risk credentials.”

“As a lawyer, and a casinos and  banks counselor, recently, due to a Constitution reform in Mexico, I have been more involved in the Universal Declaration of Human Rights and the "Pacto de San Jose Costa Rica" (American Convention of HR) where you find out that the law in the best benefit of the citizen will be applicable, even over the Constitution. Of course that has an important impact over secondary laws and over many industries as well. So, you are absolutely right: "are we lawyers ready to be good counselors to our clients?". My personal thought is that we have to get involved in all those Human Rights laws and with the impact that they have with our country’s laws. That is where the world is going in the benefit of our species.”

“Exciting idea. I'm going to give a typical lawyer answer; it depends on the lawyer. This reflects what …. said above about competence. I would give a trifle more leeway for those that realize they need more research/education on the topic before advising on it.”

“I have a very strong opinion that the role of an in-house counsel or GC sitting on a Board or Exec. committee cannot be, and should not be, limited to pure legal matters, legal compliance and company legal risk, but rather need to play a key role on corporate business sustainability. Likewise, outside counselors should have this in the top of their agendas. Certainly this has never been the trend in Spain or in some EU countries, and involvement of senior executive legal counsel in corporate decisions relating CSR, Human Rights or similar issues that do have a clear impact on corporate ethics credentials and corporate integrity is now being slowly accepted and perceived as a great added value by the Boards. I am personally convinced that in the next years we will see an interesting evolution on this.”

I agree with the all of the comments, but particularly the last one. Here's ABA Rule 2.1 in it's entirety- 

Counselor Rule 2.1 Advisor 
"In representing a client, a lawyer shall exercise independent professional judgment and render candid advice. In rendering advice, a lawyer may refer not only to law but to other considerations such as moral, economic, social and political factors, that may be relevant to the client's situation." 

When I taught professional responsibility, Rule 2.1 typically led to heated discussions. During my stint as a compliance officer, though I often engaged in "moral" and ethical discussions. As for unintended consequences, as the first commenter points out, there could be many. People's "morals" may differ, just as companies have different "cultures." Companies with different cultures operating in countries with different cultures- now that's a whole other layer of complexity. Lawyers and/or compliance officers may not want to "rock the boat" with “moral” discussions and may be more comfortable sticking to black letter law. When it comes to human rights where some multinationals may be dealing with non-binding "soft law" or operate in countries where the binding law is not enforced, what "moral" yet practical advice should lawyers give to their clients on the ground?

These are topics that I plan to write about and that I enjoyed discussing with students in courses I have taught in the past on corporate governance, compliance and corporate social responsibility. Next week I will attend a conference at Columbia University on teaching business and human rights, and I am sure these issues will be front and center. Clearly, based on discussions on LinkedIn, they already are for many practicing lawyers.

 

May 8, 2014 in Business Associations, Conferences, Corporate Governance, Corporations, Current Affairs, Ethics, Law School, Marcia L. Narine, Teaching | Permalink | Comments (0)

Friday, May 2, 2014

Planning Conferences

During the school year before this past one, I had the privilege of serving as the faculty advisor for a law review symposium.  We brought in an excellent group of professors and practitioners and, at least from my point of view, the symposium went quite well.  The planning process, however, was much more involved than I had originally thought.  All professors should go through the conference planning process at least once, if only to gain more respect for those who plan the conferences at which we present and attend.    

While I am certainly not a conference planning expert (and my students did the vast majority of the work for that one symposium), I decided to share some of my thoughts here.  Hopefully, these thoughts are helpful, though there may be nothing new for the seasoned conference goer and planner.  Feel free to leave comments to fill in the gaps I leave or to offer your own opinions.   

Start Planning Early.  We started planning our October symposium in late-February/early-March.  That timing worked well for us.  Professors were finished with (or putting the last touches on) their spring articles, but not quite in exam-scramble mode yet.  Initially, I thought we were planning much too early, but soon realized that some of our targeted speakers were already “mostly full” for the fall, and starting any later would have been problematic. 

Seek a Variety of Views.  A good conference, in my opinion, includes speakers with a variety of views.  UCLA’s Micro-Symposium on Competing Theories of Corporate Governance and the Conglomerate’s online symposium on Hobby Lobby are two excellent, recent examples.  There is some benefit of having conferences where the speakers are all in the same area (with different opinions), but I have also benefited from conferences that seek to bring academics from various disciplines together and from conferences that include both practitioners and academics.

Double-Check the Technical.  A surprising number of conferences start with, or include, technical issues.  If you are planning the conference, plan to test the technical side before the conference begins and try to get the presenters to send you any slides beforehand. 

Engage the Audience.  Plenty of conferences I have attended spend the vast majority of time on the presentations and leave little time for Q&A.  Generally, the audiences of academic conferences are pretty sophisticated academics and practitioners.  The questions (as long as they aren’t of the self-aggrandizing variety, see this comic from Professor Anne Tucker) can make the conference more engaging, can highlight the difficult issues, and can challenge the presenters.  At a recent conference at Belmont University, they collected written questions from the audience, and the moderator chose the best, most relevant questions to ask.  This process made the Q&A time more efficient than taking the microphone through the crowd to each audience member and made sure that the questions were not overly long and were of high quality.  If possible, you might also want to consider setting up the conference space with round tables and allow the audience to discuss the presentations at their tables, perhaps with the aid of a table host and starter questions.  This way many more people get to speak.  I have seen the table discussions done extremely well a few times, most recently at a dinner presentation following this University of St. Thomas conference.  If the attendees are involved, they generally have a better time and take away more from the experience. 

Build in Extra Time and Breaks.  Conferences almost never run exactly according to schedule and almost always seem to run long.  While you can warn the presenters that you plan to stick to a strict time-line, presenters almost always go a few extra minutes over the allotted time.  If you can, build in some extra time.  If you want 30 minutes for Q&A, give yourself 40 minutes so that the presenters can go a bit long and not eat through much of the Q&A time.  Also, build in some breaks in the conference.  Attention spans seem to be getting shorter and attendees usually attend conferences, at least in part, to network.  Breaks give them a chance to meet other attendees.  Be warned, however, that it is sometimes difficult to corral the audience back into the presentation space.   

Anyway, those are just some of my thoughts.  Again, I welcome readers to add comments.    

May 2, 2014 in Conferences, Haskell Murray | Permalink | Comments (0)

Thursday, May 1, 2014

Are lawyers ready to counsel clients and boards on enterprise risk management and human rights?

Last week I had the pleasure of speaking on a panel on global human rights compliance and enterprise risk management with Mark Nordstrom of General Electric and John Sherman of Shift. The panel was part of a conference entitled New Challenges in Risk Management and Compliance at the UConn School of Law Insurance Law Center. 

I spoke about the lack of direct human rights obligations under international law for multinationals, the various voluntary initiatives such as the Universal Declaration of Human Rights, the ILO Tripartite Declaration, the UN Global Compact, ISO 26000, the OECD Guidelines for Multinational Enterprises, the Global Reporting Initiative, and accusations of bluewashing. I also discussed Dodd-Frank 1502 (conflict minerals), sustainable stock exchange indices, ESG reporting, SEC proxy disclosure on risk management oversight, socially responsible investors, and the roles of the Sustainability Accounting Standards Board and the International Integrated Reporting Council in spurring transparency and integrated reporting. 

Sherman focused on the UN Guiding Principles on Business and Human Rights, which were unanimously endorsed by the UN Human Rights Council in 2011 and which contain three pillars, namely the state duty to protect people from human rights abuses by third parties, including business; business’ responsibility to respect human rights, which means avoid infringing on the rights of 
others and addressing negative impacts with which a business is involved; and the need for greater access to effective remedy for victims of corporate-related abuse, both judicial 
and non-judicial.

He pointed out that American Bar Association endorsed the Guiding Principles in 2011 concluding that under Model Rule 2.1 of the ABA Rules of Professional Conduct, a lawyer’s obligation to provide independent and candid legal advice includes the responsibility to go beyond the black letter of the law, and to advise the client on moral, economic, and social and political standards that can affect the lawyer’s advice. This includes the impact of the Guiding Principles when relevant. An advisory group to the Law Society for England and Wales has made even stronger recommendations. Sherman is chairing a working group of the International Bar Association that is developing guidance for bar associations around the world on the Guiding Principles. He observed that Marty Lipton of Wachtel Lipton, has strongly endorsed the Guiding Principles as a “balanced and prudent process for corporations to manage their human rights risks.” Firms such GE, Total, and Coca Cola have met to discuss how their in house counsel can implement the Guiding Principles. Interestingly, Nordtsrom from GE relayed a troubling example of a human rights dilemma in which one of their medical devices was used in China for sex selection purposes rather than for the life saving purposes for which it was intended.

A number of businesses around the world have adopted these voluntary Guiding Principles, but in 2013 Halliburton, McDonalds and Caterpillar faced shareholder proposals based on them. The Guiding Principles have influenced the Dodd-Frank conflict minerals legislation; the US regulations requiring companies investing more than $500,000 of new money in Myanmar to report on their human rights policies and due diligence; the European Commission's 2011 recommendation that all EU countries develop their own National Action Plans to implement the Guiding Principles; the European Union’s Parliament recent directive in April 2014 requiring close to 6,000 companies in the EU to disclose their environmental, social and human rights policies including their due diligence processes, outcomes, and principles risks; the proposed Canadian conflicts minerals legislation; ISO 26000; and the OECD Guidelines for Multinational Enterprises.

Although I now teach business associations and civil procedure, I used to teach a seminar in corporate governance, compliance and corporate social responsibility and found that my students really enjoyed the discussions on human rights and enterprise risk management. Some of the sessions I attended in Geneva on Business and Human Rights at the UN  in Decemeber were led by lawyers from around the world who were already advising large and small businesses about the Guiding Principles and how to respond to the numerous comply or explain regimes around the world that are asking about environmental, social and governance factors. 

Earlier this week, I sat in on a webinar on the role of the board in overseeing sustainability issues, including human rights, which I will write about next week. There isn’t enough time to address these kinds of issues in a traditional business associations course, but as the ABA and Marty Lipton pointed out, the time is coming for attorneys to counsel their clients on these risks. This means that we as business professors need to prepare our students for this new world. 

May 1, 2014 in Business Associations, Conferences, Corporate Governance, Corporations, Current Affairs, Ethics, Law School, Marcia L. Narine, Securities Regulation, Teaching | Permalink | Comments (0)

Wednesday, April 30, 2014

Breaking Bad and the Law

My wife claims that I wasted quite a bit of time watching the Breaking Bad TV series on Netflix over the past few months, but given this recent call for papers, I may claim I was just doing professional development.

The editorial board New Mexico Law Review does not list any business law topics in their areas of particular interest, but I can think of a few.  Accounting fraud and money laundering feature prominently.  The IRS is involved in some episodes.  Magrigal (a global conglomerate), Los Pollos Hermanos (a restaurant chain), and A1A car wash (which becomes a family-owned business) are three businesses that take center stage.  There is a sale of a company (the car wash) in one episode and possible fiduciary duty issues throughout.  I may even see a benefit corporation angle to explore...

This is a fun idea for a special law review issue. 

April 30, 2014 in Business Associations, Conferences, Haskell Murray, Television | Permalink | Comments (0)

Thursday, April 24, 2014

Should the SEC have a conflict about the conflict minerals rule after the DC Circuit decision?

Last week the DC Circuit Court of Appeals generally upheld the Dodd-Frank conflict minerals rule but found that the law violated the First Amendment to the extent that it requires companies to report to the SEC and state on their websites that their products are not “DRC Conflict Free.” The case was remanded back to the district court on this issue.

As regular readers of the blog know I signed on to an amicus brief opposing the law as written  because of the potential for a boycott on the ground and the impact on the people of Congo, and not necessarily because it’s expensive for business (although I appreciate that argument as a former supply chain professional). I also don’t think it is having a measurable impact on the violence. In fact, because I work with an NGO that works with rape survivors and trains midwives and medical personnel in the eastern Democratic Republic of Congo, I get travel advisories from the State Department. Coinicidentally, I received one today as I was typing this post warning that “armed groups, bandits, and elements of the Congolese military [emphasis mine] remain security concerns in the eastern DRC….[they] are known to pillage, steal vehicles, kidnap, rape, kill and carry out military or paramilitary operations in which civilians are indiscriminately targeted… Travelers are frequently detained and questioned by poorly disciplined security forces [I was detained by the UN] at numerous official and unofficial roadblocks and border crossings…Requests for bribes [which I experienced] is extremely common and security forces have occasionally injured or killed people who refused to pay.”

None of this surprises me. I commend the efforts of companies to clean up their supply chains and to cut off income sources to rebel groups who control some of the mines or brutally  insert themselves into the mineral trade. But what the State Department advisory makes clear (and what many people already know) is that the problem that the Dodd-Frank law is trying to solve is not something that can be cured through a “name and shame” corporate governance disclosure, especially one that may no longer have the “shame” factor of having companies brand themselves “not DRC Conflict Free.”

Earlier this week, Senator Ed Markey and eleven other members of Congress sent a letter urging SEC Chair Mary Jo White to avoid any delay in implementing the rule. The letter states in part “…the law we passed was simple. Congress said that any company registered in the United States which uses any of a small list of key minerals from the DRC or its neighbors has to disclose in its SEC filing the use of those minerals and what is being done, if anything, to mitigate sourcing from those perpetuating DRC's violence. Such transparency allows consumers and investors to know which companies source materials more responsibly in DRC and serves as a catalyst for industry to finally create clean supply chains out of Congo.”

The "law" may have been “simple,” but the implementation is not for a large number of companies. That’s probably why the EU has proposed a voluntary self-certification scheme focused on importers rather than manufacturers and sellers like Dodd-Frank.  That’s probably why a large number of companies are not ready to comply, according to a recent PwC survey of 700 companies

Chair White, who has made no secret of what she thinks of the SEC’s role in solving human rights crises, still has to reissue Dodd-Frank 1504, the resource extraction rule that was struck down after a court challenge. According to a Davis Polk report, as of April 1, 2014, a total of 280 Dodd-Frank rulemaking requirement deadlines have passed. Of these 280 passed deadlines, 45.7% have been missed and 54.3% have been met with finalized rules. The SEC has a lot of financial rule making to complete and should consider how to prioritize and retool the conflicts minerals rule using the agency's discretion and going beyond the fixes that may be required by future rulings on the First Amendment issue.

I will continue to monitor the future of this law. I am now on my way to a conference for businesspeople, lawyers, academics and students at UConn entitled New Challenges in Risk Management and Compliance. I will discuss regulatory issues related to global human rights and enterprise risk management on a panel with the human rights initiative leader for General Electric and the General Counsel for the Shift Project, who worked with John Ruggie on the UN Guiding Principles on Business and Human Rights. I am excited to meet and learn from them both. The Guiding Principles and earlier iterations of Ruggie’s work greatly influenced both the US and EU conflict mwinerals laws.

Next week I will report back on some of the outcomes from the conference.

April 24, 2014 in Business Associations, Conferences, Corporate Governance, Corporations, Current Affairs, Ethics, Financial Markets, Marcia L. Narine, Securities Regulation | Permalink | Comments (0)

Sunday, March 16, 2014

Texas Tech to host conference on "the most important current development in corporate litigation."

The "Conference on Multi-Jurisdictional Deal Litigation" will be held April 25, 2014.  Here is a brief introduction:

M&A litigation is increasingly filed in both the target’s state of incorporation and its headquarters state. It is the most important current development in corporate litigation. The leading plaintiffs’ and defendants’ deal litigators from Delaware and from Texas will discuss every aspect of this issue at our day-long conference. Chief Justice Strine of the Delaware Supreme Court and Justice Brown of the Texas Supreme Court will be panelists.

March 16, 2014 in Conferences, Corporations, Current Affairs, Merger & Acquisitions, Stefan J. Padfield | Permalink | Comments (0)

Thursday, March 13, 2014

Conference on Teaching Business and Human Rights

Passing on this announcement for those interested in teaching business and human rights or learning more about it. I had the opportunity to meet many of the professors who teach in this area at the UN Conference on Business and Human Rights in Geneva in December and they and outside counsel from around the world discussed the need for more law and business students to understand these issues so that graduates could advise clients of all sizes. Contact Anthony Ewing from Columbia Law for more information.
 
Teaching Business and Human RightsWorkshop
Thursday and Friday, May 15-16th, 2014
Columbia University, New York, NY
 
We are pleased to announce that the fourth annual Teaching Business and Human Rights Workshop will take place at Columbia University in New York on Thursday andFriday, May 15-16th, 2014.
 
History
The Columbia Teaching Business and HumanRights Forum is a unique platform for collaboration among individuals teaching business and human rights worldwide. The first Workshop, in 2011, led to the creation of an Online Forum that has grown to include more than 175 participants in twenty-five countries. Last year’s Workshop convened forty individuals teaching at thirty-one institutions in ten countries. Discussion Summaries of the first three Forum Workshops are available on the website of the Business and Human RightsResource Centre
 
Agenda
This year’s agenda based on Forum participant suggestions, covers a range of topics, both practical and thematic. Our goal is to provide an opportunity for teachers in various disciplines to share strategies and discuss issues of common concern. Each agenda item will be moderated with one or two participants asked to make brief presentations to kick off discussion. We are also inviting a limited number of practitioners from business and advocacy organizations in order to increase interaction between the classroom and the field of practice. 
 
The Workshop will open on Thursday afternoon,and feature a discussion with corporate responsibility leaders. More details on Thursday’s venue, the informal dinner, and session speakers to come.
 
Registration
If you will attend the Workshop, please provide the information in the attached registration formand e-mail it by Friday, May 2nd to: Greta Moseson (Program Manager, Columbia Law School Human Rights Institute).
We can accommodate up to forty participants. In the event we reach capacity before the RSVP date, we will send out a notification that registration has closed. We are exploring some form of video streaming capacity for Forum participants unable to attend in person.
 
There is no cost to attend the Workshop. Participants must cover their own travel costs. (Information on area hotels is available here.)
 
Online Forum
If you would like to participate in the online Forum and have not received login information, let us know so we can generate an automated invitation (from “basecamphq.com”).
 
Syllabi Bank
A valuable feature of the Forum and Workshop is the exchange and discussion of course syllabi. There are currently thirty-five syllabi available to participants who have submitted their own, on a password-protected site. If you would like to submit, replace, or remove your syllabus, please contact Greta Moseson.
We look forward to seeing many of you in May.
 
Sincerely,
 
Anthony Ewing                                             Joanne Bauer
aewing@law.columbia.edu                             jjb71@columbia.edu
Lecturer in Law                                             Adjunct Professor
Columbia Law School                                    SIPA/School of Continuing Education, Columbia University

 

March 13, 2014 in Business Associations, Conferences, Corporations, Current Affairs, Marcia L. Narine, Teaching | Permalink | Comments (0)

Monday, March 3, 2014

Call for Papers: How and Why to Teach Accounting, Finance, and Tax

Business law has a broad overlap with tax, accounting, and finance.  Just how much belongs in a law school course is often a challenge to determine.  We all have different comfort levels and views on the issue, but incorporating some level of financial literacy is essential.  Fortunately, a more detailed discussion of what to include and how to include it is forthcoming.  Here's the call: 

Call For Papers

AALS Section on Agency, Partnerships LLCs, and Unincorporated Associations

Bringing Numbers into Basic and Advanced Business Associations Courses: How and Why to Teach Accounting, Finance, and Tax

2015 AALS Annual Meeting Washington, DC

Business planners and transactional lawyers know just how much the “number-crunching” disciplines overlap with business law. Even when the law does not require unincorporated business associations and closely held corporations to adopt generally accepted accounting principles, lawyers frequently deal with tax implications in choice of entity, the allocation of ownership interests, and the myriad other planning and dispute resolution circumstances in which accounting comes into play. In practice, unincorporated business association law (as contrasted with corporate law) has tended to be the domain of lawyers with tax and accounting orientation. Yet many law professors still struggle with the reality that their students (and sometimes the professors themselves) are not “numerate” enough to make these important connections. While recognizing the importance of numeracy, the basic course cannot in itself be devoted wholly to primers in accounting, tax, and finance.

The Executive Committee will devote the 2015 annual Section meeting in Washington to the critically important, but much-neglected, topic of effectively incorporating accounting, tax, and finance into courses in the law of business associations. In addition to featuring several invited speakers, we seek speakers (and papers) to address this subject. Within the broad topic, we seek papers dealing with any aspect of incorporating accounting, tax, and finance into the pedagogy of basic or advanced business law courses.

Any full-time faculty member of an AALS member school who has written an unpublished paper, is working on a paper, or who is interested in writing a paper in this area is invited to submit a 1 or 2-page proposal by May 1, 2014 (preferably by April 15, 2014). The Executive Committee will review all submissions and select two papers by May 15, 2014. A very polished draft must be submitted by November 1, 2014. The Executive Committee is exploring publication possibilities, but no commitment on that has been made. All submissions and inquiries should be directed to Jeff Lipshaw, Chair.

Jeffrey M. Lipshaw
Associate Professor
Suffolk University Law School
Click here for contact info

March 3, 2014 in Agency, Conferences, Joshua P. Fershee, LLCs, Partnership, Teaching, Unincorporated Entities | Permalink | Comments (0) | TrackBack (0)

Friday, February 28, 2014

Pacific Northwest ALSB Regional Conference │ Vancouver BC │ April 24-26, 2014

From Gail Lasprogata (Seattle University):

Nowhere explodes with new life and color in the spring like the Pacific Northwest.This refreshment and inspiration is always matched by the supportive and fun atmosphere of the Pacific Northwest ALSB regional conference.

 

This year’s conference will be held on April 24-26, 2014 in Vancouver BC [pictured below].  We will start with a reception on Thursday evening, April 24th and end shortly after lunch on Saturday, April 26th.  We promise the same low cost and friendly high value in what has deservedly become a favorite among ALSB regional academic meetings.

 

If you have any questions, please contact our program chair, Gail Lasprogata of Seattle University at lasprogg@seattleu.edu.  Registration forms should be requested from, and submitted to, Gail.

 

We hope you will join us!

The previous posts for two other 2014 regional ALSB conferences:

The previous post for the 2014 national ALSB conference:

These conferences are the top regional and national conferences for legal studies professors in business schools, but I believe most are open to others as well.  

Vancouver

 

February 28, 2014 in Conferences, Haskell Murray | Permalink | Comments (0)

Monday, February 24, 2014

MAALSB Annual Conference │ Baltimore, MD │ March 21-22, 2014

The following announcement of the Mid-Atlantic Academy in Legal Studies in Business ("MAALSB") Annual Conference on March 21-22, 2014 comes to us from MAALSB President Stacey B. Lee (John Hopkins).  The conference will be held at Johns Hopkins Carey Business School, 100 International Drive, Baltimore, MD 21202 (pictured below).

Papers submitted by March 1, 2014 are eligible for publication in the Atlantic Law Journal and a Best Paper cash award. Conference attendance is not required for journal submissions. For more information, please check the ALSB website’s link to MAALSB, or contact Stacey B. Lee, President at staceyb.lee@jhu.edu.

More registration information is available here.

February 24, 2014 in Business Associations, Conferences, Haskell Murray | Permalink | Comments (0)

Friday, February 21, 2014

Combating Threats To The International Financial System (Call for Papers)

From the Faculty Lounge:

The New York Law School Law Review is calling for papers to be published in connection with its April 25, 2014 symposium, Combating Threats to the International Financial System: The Financial Action Task Force.

 

Although this symposium will specifically address the Financial Action Task Force, the symposium's companion Law Review publication will broadly examine contemporary threats to the international financial system, such as money laundering and terrorist financing. In examining these issues, the publication will address how these threats have been responded to in the past, as well as how they should be responded to at the international, federal, and state levels in the future.

 

The Law Review is currently accepting abstracts for papers to be considered for publication in the spring of 2015.  To be considered for publication, please send by March 28, 2014 an abstract of no more than 500 words in MS Word format, accompanied by a CV, to Editor-in-Chief G. William Bartholomew at george.bartholomew@law.nyls.edu.

 

Final papers will be due June 13, 2014, and may not exceed 35 pages in length (double-spaced, including footnotes).  Details on the symposium are here.

February 21, 2014 in Business Associations, Conferences, Current Affairs, Financial Markets | Permalink | Comments (0)