Friday, September 19, 2014
We are less than a month away from the AALS Faculty Recruitment Conference (a/k/a the “meat market” or the “FRC”). Reading the comments at PrawfsBlawg from the nervous candidates brings me back to my time on the meat market in 2010.
In this post, I hope to encourage hiring committees to engage in some perspective taking and improve the typical law school hiring process for candidates.
Instead of focusing on schools that I felt needed improvement in their hiring processes, I want to highlight one hiring committee that I think got it exactly right. The hiring committee was from The University of Oklahoma College of Law, made up of Emily Hammond (now at George Washington), Katheleen Guzman, and Joseph Thai.
Four years later, I remember their names vividly. I only made it to the FRC interview level with Oklahoma, and never got a call-back with the school, which makes their conduct that much more admirable. Oklahoma’s hiring committee excelled in three areas that I think all hiring committees should focus on and that I discuss more fully after the break: communication, transparency, and humanity.
Thursday, September 18, 2014
Oklahoma State University is the most recent addition to my updated legal studies position list. Oklahoma State is looking for an assistant professor of legal studies to begin in a tenure-track position in August of 2015.
Saturday, September 13, 2014
While most of my co-bloggers teach at much bigger sports schools than I, as I mentioned previously, it is a lot of fun teaching at a school that gets at least occasional national attention for its sports teams.
Friday, September 12, 2014
In 2007, J. W. Verret (George Mason) and then Chief Justice Myron Steele authored an article entitled Delaware's Guidance: Ensuring Equity for the Modern Witenagemot, which discussed "some of the extrajudicial activities in which members of the Delaware judiciary engage to minimize the systemic indeterminacy resulting from the resolution of economic disputes by a court of equity."
One of these extrajudicial activities is authoring or co-authoring law review articles. In this post, I am not going to weigh in on whether Delaware judges should be authoring law review articles, but rather, I simply note that there are two recent law review articles and one recent book chapter by Delaware judges that warrant our attention.
John Maynard Keynes is said to have observed, "When the facts change, I change my mind. What do you do, sir?" In Delaware's Choice, Professor Subramanian argues that the facts underlying the constitutionality of Section 203 have changed. Assuming his facts are correct, and the Professor says that no one has challenged his account to date, then they have implications for more than Section 203. They potentially extend to Delaware's jurisprudence regarding a board's ability to maintain a stockholder rights plan, which becomes a preclusive defense if a bidder cannot wage a proxy contest for control of the target board with a realistic possibility of success. Professor Subramanian's facts may call for rethinking not only the constitutionality of Section 203, but also the extent of a board's ability to maintain a rights plan.
One important aspect of Citizens United has been overlooked: the tension between the conservative majority’s view of for-profit corporations, and the theory of for-profit corporations embraced by conservative thinkers. This article explores the tension between these conservative schools of thought and shows that Citizens United may unwittingly strengthen the arguments of conservative corporate theory’s principal rival.
Citizens United posits that stockholders of for-profit corporations can constrain corporate political spending and that corporations can legitimately engage in political spending. Conservative corporate theory is premised on the contrary assumptions that stockholders are poorly-positioned to monitor corporate managers for even their fidelity to a profit maximization principle, and that corporate managers have no legitimate ability to reconcile stockholders’ diverse political views. Because stockholders invest in for-profit corporations for financial gain, and not to express political or moral values, conservative corporate theory argues that corporate managers should focus solely on stockholder wealth maximization and non-stockholder constituencies and society should rely upon government regulation to protect against corporate overreaching. Conservative corporate theory’s recognition that corporations lack legitimacy in this area has been strengthened by market developments that Citizens United slighted: that most humans invest in the equity markets through mutual funds under section 401(k) plans, cannot exit these investments as a practical matter, and lack any rational ability to influence how corporations spend in the political process.
Because Citizens United unleashes corporate wealth to influence who gets elected to regulate corporate conduct and because conservative corporate theory holds that such spending may only be motivated by a desire to increase corporate profits, the result is that corporations are likely to engage in political spending solely to elect or defeat candidates who favor industry-friendly regulatory policies, even though human investors have far broader concerns, including a desire to be protected from externalities generated by corporate profit-seeking. Citizens United thus undercuts conservative corporate theory’s reliance upon regulation as an answer to corporate externality risk, and strengthens the argument of its rival theory that corporate managers must consider the best interests of employees, consumers, communities, the environment, and society — and not just stockholders — when making business decisions.
One frequently cited distinction between alternative entities — such as limited liability companies and limited partnerships — and their corporate counterparts is the greater contractual freedom accorded alternative entities. Consistent with this vision, discussions of alternative entities tend to conjure up images of arms-length bargaining similar to what occurs between sophisticated parties negotiating a commercial agreement, such as a joint venture, with the parties successfully tailoring the contract to the unique features of their relationship.
As judges who collectively have over 20 years of experience deciding disputes involving alternative entities, we use this chapter to surface some questions regarding the extent to which this common understanding of alternative entities is sound. Based on the cases we have decided and our reading of many other cases decided by our judicial colleagues, we do not discern evidence of arms-length bargaining between sponsors and investors in the governing instruments of alternative entities. Furthermore, it seems that when investors try to evaluate contract terms, the expansive contractual freedom authorized by the alternative entity statutes hampers rather than helps. A lack of standardization prevails in the alternative entity arena, imposing material transaction costs on investors with corresponding effects for the cost of capital borne by sponsors, without generating offsetting benefits. Because contractual drafting is a difficult task, it is also not clear that even alternative entity managers are always well served by situational deviations from predictable defaults.
In light of these problems, it seems to us that a sensible set of standard fiduciary defaults might benefit all constituents of alternative entities. In this chapter, we propose a framework that would not threaten the two key benefits that motivated the rise of LPs and LLCs as alternatives to corporations: (i) the elimination of double taxation at the entity level and (ii) the ability to contract out of the corporate opportunity doctrine. For managers, this framework would provide more predictable rules of governance and a more reliable roadmap to fulfilling their duties in conflict-of-interest situations. The result arguably would be both fairer and more efficient than the current patchwork yielded by the unilateral drafting efforts of entity sponsors.
Thursday, September 11, 2014
Two recent professor postings that may be of interest to our readers:
Campbell University School of Law (Raleigh, NC) has posted a law professor opening (commercial law).
University of Wyoming College of Law (Laramie, WY) has posted a law professor opening (business law).
Friday, September 5, 2014
Last Monday, at Vanderbilt Law School, I attended a presentation by Jesse Fried (Harvard Law) on his new article, The Uneasy Case for Favoring Long-Term Shareholders (Yale Law Journal, forthcoming).
The paper’s abstract describes the thought-provoking thesis:
This paper challenges a persistent and pervasive view in corporate law and corporate governance: that a firm’s managers should favor long-term shareholders over short-term shareholders, and maximize long-term shareholders’ returns rather than the short-term stock price. Underlying this view is a strongly-held intuition that taking steps to increase long-term shareholder returns will generate a larger economic pie over time. But this intuition, I show, is flawed. Long-term shareholders, like short-term shareholders, can benefit from managers destroying value — even when the firm’s only residual claimants are its shareholders. Indeed, managers serving long-term shareholders may well destroy more value than managers serving short-term shareholders. Favoring the interests of long-term shareholders could thus reduce, rather than increase, the value generated by a firm over time.
I provide more information about the paper and offer a few thoughts after the break.
Thursday, September 4, 2014
I have been an interviewee and an interviewer dozens upon dozens of times in my legal career. As a professor, drawing on my interviewing experience from both sides of the interview table, I spend a fair amount of time giving my students comments on their resumes and giving them advice before they go on interviews. Below are some of the comments that I find myself making consistently.
Generally, I think employers want to know three basics things about you as an interviewee: (1) are you capable?; (2) are you likeable? and (3) are you dedicated? (For the purposes of this post, I am going to assume you haven't given the employer any reason to question your intergrity, but, obviously, integrity is also extremely important.)
I describe each category in greater detail, and provide advice, after the break.
Friday, August 29, 2014
CALIFORNIA WESTERN SCHOOL OF LAW in San Diego invites applications for an entry-level, tenure-track faculty position to begin in the fall of 2015. Our curricular needs are in Family Law, Business Law, and Clinical Teaching. We are particularly, though not exclusively, interested in candidates who are interested in teaching in our Clinical Internship Program, as well as in one of the above-mentioned subject areas. Candidates who would contribute to the diversity of our faculty are strongly encouraged to apply. Interested candidates should email their materials to Professor Scott Ehrlich, Chair of the Faculty Appointments Committee, at email@example.com. California Western is San Diego’s oldest law school. We are an independent, ABA-approved, not-for-profit law school committed to producing practice-ready lawyers. California Western is an equal opportunity employer.
Rebecca Schuman authored a recent article in Slate entitled Syllabus Tyrannus: The decline and fall of the American university is written in 25-page course syllabi.
In the article Schuman complains that in the last twenty years syllabi have grown from 1-2 page simple documents with only the course location, required books, and assignments to “Ten, 15, even 20 pages of policies, rubrics, and required administrative boilerplate, some so ludicrous (“course-specific expected learning outcomes”) that I myself have never actually read parts of my own syllabi all the way through.”
While I won’t go as far as Professor Paul Horwitz goes in criticizing Schuman’s writing, I do want to push back a bit on her critique of “course-specific expected learning outcomes.”
I admit that bloated syllabi can be a bit cumbersome, but drafting what we at Belmont call “course objectives” can be a helpful process and can lead to important changes in the course. Believe it or not, each semester I look at my course objectives, evaluate whether they were met, and revise my courses as necessary. My course objectives have reminded me that I shouldn’t drop that undergraduate group presentation assignment, no matter how difficult it gets logistically. My course objectives have also reminded me that I just can’t switch to all multiple-choice exams, even if those tests are incredibly common in undergraduate courses today. (To be fair to those who teach undergraduate courses, they typically have 4-8 assessments in a course as opposed to 1-2 in a law school course).
Anyway, I think some of Schuman’s comments on syllabi bloat are valid, but this increase in disclosure is seen throughout our society as shown in Ben-Shahar & Schneider’s More than You Wanted to Know. While some of the disclosures may be a waste of time and resources, I found the drafting of course objectives helpful and think it will benefit the students through the more thoughtful structure of my courses (even if the students do not take the time to read the objectives themselves).
Finally and somewhat related, Professor Jennifer Bard notes (with some helpful links) that the ABA is now requiring law schools to draft learning outcomes. If law schools take this process seriously, I think it could be a useful exercise. If law schools just see it as another drain on resources and complete it mindlessly, then it is unlikely that those law schools or their students will benefit.
Thursday, August 28, 2014
Given that I haven’t seen anything similar for legal studies positions in business schools, I decided to aggregate the position posts that I have seen below. I will update the list with business school legal studies positions that are left in the comments or e-mailed to me. I am limiting the list to long-term and full-time (not visiting or adjunct) positions, and, if the information is provided, I will note whether the position is tenure-track or not.
Last Updated 9/18/14
Friday, August 22, 2014
On Wednesday, in my first set of fall semester classes, I mentioned Dweck’s descriptions of “fixed mindset” and “growth mindset” because I thought it might be helpful for students to consider.
Dweck says that those with a “fixed mindset” embrace a static view of intelligence, avoid challenges, get defensive in the face of obstacles and criticism, and are threatened by the success of others. People with a “fixed mindset” view failure as a negative verdict on their worth as a person. (pg. 244-46).
In contrast, Dweck says that those with a “growth mindset” believe that intelligence can be developed, embrace challenges, persist and learn in the face of obstacles and criticism, and are inspired by the success of others. People with a “growth mindset” view failure as an opportunity to learn and improve. (pg. 244-46).
To be clear, I (and Dweck) realize that there are limits to personal growth – otherwise I would be at an NFL practice right now instead of blogging – but it is helpful to realize that we can generally improve substantially with effort.
In the long run, Dweck finds that those with a “growth mindset” tend to outperform those with a “fixed mindset.” Dweck also finds evidence that people can change their dominant mindset over time.
I see students with both types of mindsets. You can spot the “fixed mindset” student easily – “I am not a C student!” The “growth mindset” student is just as easy to identify – “I got a C on this exam. I’d like to meet with you about my test and talk about how I can improve.”
Students are not the only ones who can learn from Dweck’s work. When faced with criticism, defensiveness feels natural to me, but I am, slowly, learning to unpack the criticism and look for lessons that could help me grow and improve.
Friday, August 15, 2014
I have updated our Business Law Professors on Twitter List with some professors I met at the ALSB conference last week.
Tweets from the recent professor additions to the list are below.
Men hold 82% of s&p board seats. Are legal mandates the answer? http://t.co/p6piAY0D2e— Kabrina Chang (@ProfessorChang) August 12, 2014
Out today! Teaching an Old Dog New Tricks: Adapting Public Utility Commissions to Meet Twenty-First Century Climate …http://t.co/wYWFunn94R— Inara Scott (@NewEnergyProf) August 13, 2014
Over at PrawfsBlawg, on a post comparing the SEALS and AALS conferences, an anonymous commenter questioned the value of academic conferences.
In this economic environment, many schools are tightening their belts. A number of schools have made cuts to funds for travel and professional development.
Below, I list some of the areas in which conferences can provide benefits.
Teaching. At most conferences I attend, I attend at least one panel on pedagogy. In addition, many of the panels provide new material for classes. Also, fellow professors may be more willing to share teaching materials, which can be invaluable, if they have met you in person at a conference.
Service. Conferences are often the hub for discipline-related service. Many, if not most, of my external service opportunities have come from other professors I met at conferences.
Research. You can receive excellent comments on your papers at conferences and are much more likely to get other professors to review your work if you have met them in person. Also, a number of the people who have cited my work are people I met at conferences.
Professional Development. Much of our time as professors is spent with students, who are usually not experts in our subject areas. Even most of our colleagues are not experts in our specific research areas. Conferences give professors a chance to test themselves against other experts in their areas, which can lead to significant professional development.
Inspiration. I tend to return from conferences inspired and refreshed. Seeing the successes of my colleagues at other schools encourages me to be more efficient and improve in all areas.
Community. Academic community often grows from conferences. Blogs, social media, listservs, e-mail, and phone calls can sustain the community, but I think it is relatively difficult to be truly plugged into the broader academic community without at least a few in-person meetings with other professors.
Compensation. Frankly, I count funding for conferences as part of my compensation. A school without funding for conferences would likely have to pay more in salary if it did not provide funding for conferences. Also, payment for conferences usually amounts to a relatively small portion of total faculty compensation.
Rankings. Many school rankings depend, at least in part, on peer reputation. In the U.S. News law school rankings, for example, peer reputation is actually the single most heavily weighted factor. I don’t think schools should chase rankings just for the sake of the rankings, but improving rankings can impact things that matter (recruiting intelligent students, attracting recruiters to campus, and making (generous) alums happy, etc.) I’m not sure how much schools spend on those glossy brochures they send to other schools, chasing peer reputation, but I am much more likely to think well of another school if I hear a good presentation from one of their faculty members than if I see an impressive looking pamphlet in my mailbox.
Of course, there are probably ways to cut spending on academic conferences without losing the above benefits and I am open to those ideas.
Related to this post, I am interested in how other schools divvy up travel funds (and any details about your school's approach to travel funds that you can share). At Belmont, we apply to our assigned associate dean to get funding for any conference we wish to attend. Except in the most rare circumstances, you will not get funding if you are not presenting a paper. I am not sure what the limits for travel funding are at Belmont, but they have been generous in granting my requests so far. I know some schools grant professors a set amount of travel funds each year; this seems like a good way to encourage careful spending and allow better planning by professors, but it does not address the variation in professor productivity (unless the amount granted is pegged to recent publications).
Monday, August 11, 2014
Saturday, August 9, 2014
Below is a call for abstracts from Professor Amy Sepinwall (Wharton).
Call for Abstracts for the Normative Business Ethics Workshop Series of the Carol and Lawrence Zicklin Center for Business Ethics Research:
Over the 2014-2015 academic year, the Carol and Lawrence Zicklin Center for Business Ethics Research at the Wharton School, University of Pennsylvania, will be convening a regular works-in-progress series for scholars working in normative business ethics (NBE).
The series is part of an effort to foster, and increase the prominence of, normative business ethics in the academy and the public sphere. This particular initiative has two key objectives: First, it endeavors to provide a regular forum for scholars working on business ethics from a normative perspective. The community of such scholars is relatively small, and dispersed across numerous institutions, and there are few opportunities for these individuals to convene and share work. This series is an effort to connect these scholars, and enrich their shared intellectual life. Second, the series aims to be especially valuable to junior faculty, by providing them with feedback from, and opportunities to interact with, more established members of the normative business ethics community. To that end, we hope to have one junior author and one senior author at each session.
The workshop will meet roughly once a month over the academic year, for a total of 6 sessions per year. Anyone with an interest in normative business ethics is invited to attend the sessions. Faculty interested in having their paper discussed at the workshop should submit an abstract and list, in order of preference, the date(s) they could present from those listed below. (Further information about submission can be found under the “Call for Abstracts” below.) Two draft papers will be selected for each session. Complete draft papers will be circulated at least one week in advance of each session and participants will be expected to have read them carefully, and to arrive at the workshop prepared to offer constructive feedback.
The sessions will be structured so as to maximize the opportunity for paper improvement through the comments of a community of scholars committed to normative business ethics. To that end, authors will not present at the session for which their paper has been assigned. Instead, those gathered will go around the table and each participant will offer a few points of feedback on the paper.
An author whose paper is selected for presentation in a given semester will bear an obligation to attend the other two sessions that semester or to send feedback via email to the authors whose papers are presented at any session that she is unable to attend. In this way, each author will be assured of a good number of responses to her paper.
The Zicklin Center will provide the room and refreshments for each session. Attendees will be asked to pay for their own travel expenses. Some travel funding is available for paper authors for the session at which their paper will be discussed.
For Fall 2014, the workshop will be held on the following dates:
Friday, October 10, 2014, 2:00-4:30 PM.
Friday, November 14, 2014, 2:00-4:30 PM.
Friday, December 5, 2014, 2:00-4:30 PM.
Call for Abstracts
We invite individuals interested in workshopping a paper in normative business ethics to submit a paper abstract. The abstract should be a maximum of 500 words, and the accompanying email should indicate preferred dates of presentation from those listed above. Please send these to Lauretta Tomasco, firstname.lastname@example.org, by September 1, 2014. Individuals will be notified about whether their paper has been selected for presentation by September 15, 2014.
Please address all questions to Amy Sepinwall, email@example.com.
Friday, August 8, 2014
Maybe having a suitcase that has more books in it than clothes is a sign that I need to follow Steve Bradford's lead and get an e-reader.
This week I am in Seattle for the 2014 ALSB conference, which I may blog about when I return. In my suitcase, in addition to a few clothes, are:
- Bain, What the Best College Teachers Do
- Bainbridge, Corporate Governance after the Financial Crisis
- Bruner, Corporate Governance in the Common-Law World
- Edmondson, Ice Cream Social: The Struggle for the Soul of Ben & Jerry's
- Klein, et al., Business Organization and Finance
- O'Hara and Ribstein, The Law Market
- Subramanian, Dealmaking: The New Strategy of Negoti-Auctions
Some of these, like Bainbridge, Klein, and O'Hara's books, I have already read, but I thought they would be worth revisiting while I wait on some new books I recently ordered.
Friday, August 1, 2014
This year, I will be teaching undergraduate, MBA, and law students at Belmont University. As an undergraduate professor, I often advise students considering law school.
I focus on helping prospective law students make an informed decision. Formally or informally, I usually walk the students through a simple cost/benefit analysis. Even with all the information about law schools out there now, most students still need some help navigating.
Usually, I ask prospective law students a lot of questions, including at least some of the ones below.
If readers have constructive additions to my list, please e-mail me or leave a comment. I am always trying to improve my advising.
- Why do you want to go to law school? (The student’s answer can be illuminating. Answers that are essentially – to please my parents or because I don’t know what else to do or because I want to get rich – should cause the student to think a bit harder. I think there is now enough data out there that students can see that there are much better avenues to getting rich than going to law school.)
- Do you understand the total financial cost of going to law school? (See Law School Transparency).
- Do you understand the opportunity cost of going to law school? (There has been a lot written about the financial cost of law school, but the opportunity cost of law school is worthy of more attention. Even if a student receives a full scholarship, they are often giving up $120,000 or more in income over the three years of law school. Also, if the student does not enjoy law school (I enjoyed it, but many don't) then they need to factor in the cost of three painful years.)
- Do you understand the demands of the law school curriculum? (Some weak students are simply not well prepared for the rigors of law school.)
- Do you understand the educational benefits of law school? (While the value of learning to “think like a lawyer” has been called into question by some, critical thinking and writing skills are clearly useful. Whether the benefits are worth the costs is a more difficult question.)
- Do you understand the various career paths of a law graduate? (A number of the career paths taken by law graduates are possible without the costs of a law degree. (E.g., certain government work and many business positions.))
- Do you understand what different types of lawyers do on a daily basis? (Interning for a legal organization (if possible in this economic environment), or at least meeting with a handful of lawyers, can help students better understand what a career in law is actually like. Far too many students get their thoughts on the life of a lawyer from TV shows and movies.)
- Do you understand the bi-modal distribution of entry level lawyer salaries? (Surprisingly, despite valiant efforts of many, quite a few prospective law students are still not aware of the distribution of law graduate salaries).
- Do you know the median salary of graduates of the schools you are looking at and what percentage of graduates actually land jobs as lawyers? (See school's ABA disclosures, e.g., Berkeley Law).
The list is a bit over-focused on the financial side of law school and law practice. Personally, I think finding a career that allows autonomy, mastery, and purpose is more important than finding a career that pays well, but finances should not be overlooked.
These questions are for students who are still not 100% certain they want to go to law school. Once they are informed, and decide that they do want to attend law school, I walk them through things like a proper understanding of the US News Rankings and the strengths and weaknesses of the schools they are considering.
Wednesday, July 30, 2014
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.