Thursday, July 10, 2014

What can lawyers, professors and students learn from a corporate idealist?

In last week’s post about the business of the World Cup, I indicated that I would review Christine Bader’s book, The Evolution of a Corporate Idealist: When Girl Meets Oil. I have changed my mind, largely because I don’t have much to add to the great reviews the book has already received. Instead I would like to talk about how lawyers, professors and students can use the advice, even if they have no desire to do corporate social responsibility work as Bader did, or worse, they think CSR and signing on to voluntary UN initiatives is really a form of "bluewashing."

Bader earned an MBA and worked around the world on BP’s behalf on human rights initiatives. This role required her to work with indigenous peoples, government officials and her peers within BP convincing them of the merits of considering the human rights, social, and environmental impacts. She then worked with the UN and John Ruggie helping to develop the UN Guiding Principles on Business and Human Rights, a set of guidelines which outline the state duty to protect human rights, the corporate duty to respect human rights, and both the state and corporations' duty to provide judicial and non-judicial remedies to aggrieved parties. She now works as a lecturer at Columbia University, where she teaches human rights and business and she also advises BSR, which focuses on making businesses more sustainable. Her book tells her story but also quotes a number of other CSR professionals and how they have navigated through some of the world’s largest multinationals.

 Bader’s book has some important takeaways for all of us.

1)   In order to have influence, we have to learn to speak the language that our audience understands and appreciates- I tell my students that when they write exams for me, it’s all about me. Other professors want their exams written with certain catchphrases using the IRAC method, and I may want something different. One size does not fit all. Attorneys learn (or get replaced) that some clients want long memos, others want executive summaries and bullet points and all want plain English. Talking to a venture capitalist is different than talking to a circuit court judge. Similarly, many law professors are behind the curve. If we only talk to each other in the jargon of the academy and insulate ourselves, the rest of the world won’t have the benefit of our research because they won’t understand or want to read it. Academics have a lot to contribute, but we need to adapt to our audience whether it’s policymakers, judges, our peers or law students.

 2)   Sometimes we have to be less passionate in making our arguments and appeal to what’s important to our audience- This point relates to Point 1. Bader regularly met with a number of constituencies and was understandably zealous in trying to convince others, internally and externally, about her positions. She and other “corporate idealists” from other firms often learned the importance of language- making a business case to certain internal stakeholders meant talking in terms of the bottom line rather than using the maxim “it’s the right thing to do” or “doing well by doing good.” Good attorneys know how to represent their clients without taking things personally because sometimes the passion can actually dilute effectiveness. As law professors, we need to teach our students to be more effective so that they know how and when to modulate their tone, and how to pivot and change the way they frame their arguments when they can’t convince the recipient of their message.

3)   Almost everything comes down to risk management- Bader often had to focus on risk management and mitigation when her moral arguments fell on deaf ears. Those who teach business should make sure that students have a basic understanding of the pressure points that business people face. For some it may be tax liability. For others it may be the appropriate exit strategy. In essence, it all comes down to understanding the client’s risk profile and being able to advise accordingly. Litigators should also understand risk profiles so that they can develop an appropriate settlement strategy and help their client’s work their way through some of the unexpected pitfalls that may arise over the course of the case.

4)   Building relationships is a critical skill- Bader learned that social interactions with her peers at BP and the external stakeholders after hours greatly increased her effectiveness in dealing with thorny issues that arose during business hours. Lawyers often believe that if they have the substantive knowledge, they are the smartest people in the room. Law firms don’t teach young associates about the importance of emotional intelligence and building relationships with peers, opposing counsel, and clients. In fact, many law students and lawyers believe that having the reputation as a “shark” is the best way to represent clients. We need to teach our students that it’s better to be respected than feared or hated, and that they can disagree without being disagreeable. Those of us in the academy should model that behavior more often.

5) We must learn to compromise and recognize that incremental changes are important too- Bader and other corporate idealists often want to change the world but quickly learn that internal and external stakeholders aren’t ready to move that fast. She discussed “nudging” her client toward the right direction. Law school and law-related television shows lead students to believe that the end game is to win and to win big. In the business world, sometimes there are no big wins. Lawyers and business advisors often take two steps forward and one step back, and that’s ok. Students and attorneys who take classes in alternative dispute resolution learn this valuable skill. Bader and other corporate idealists also realized that you have to work with people on the opposite side who feel just as strongly that their position is on the side of the angels. Lawyers who know how to build relationships and refocus their messaging can influence those on the other side if they are willing to listen, and when necessary compromise and accept small victories.

6)   We can compromise but shouldn’t compromise our values- When Bader felt that her work was no longer fulfilling, she looked for other positions that aligned with her world view. With rising student debt and many lawyers living beyond their means, it’s difficult for lawyers to walk away from a job or client that they don’t like. That’s understandable. It’s more problematic to stay in a situation where there is criminal or ethical misconduct without speaking up or leaving because of the financial handcuffs.  It’s also unacceptable to remain in a culture that stifles a lawyer’s ability to raise issues. In some cases, as alleged with some of the GM lawyers, failure to speak up could literally be a matter of life and death.

I enjoyed this quick read because it reminded me so much of my years in corporate life. Bader’s story can teach all of us, even the non corporate-idealists, valuable lessons about coping and thriving in the business world.

 

July 10, 2014 in Business Associations, Books, Corporate Governance, Corporations, Current Affairs, Ethics, Law School, Marcia L. Narine, Negotiation, Teaching | Permalink | Comments (0)

Friday, June 27, 2014

The Future of Higher Education

Previously, I have written about making MOOCs more effective and online v. in-person classes.  Today, I am writing about MOOCs, online classes in general, and the future of education. This will be a relatively short post because, of course, I don’t know what the future holds. But, after the break, I will take a few guesses based on what we are already seeing.

Continue reading

June 27, 2014 in Business School, Haskell Murray, Law School, Teaching | Permalink | Comments (0)

Friday, June 20, 2014

Online v. In-Person Classes

I’ve recently returned from taking a course on negotiation at Harvard Law School.  This was an in-person course where I was a student, which gives me something to compare my MOOC experiences to as I address the topic of online v. in-person classes.  I provide a few of my thoughts on the topic after the break.

Continue reading

June 20, 2014 in Business School, Haskell Murray, Law School, Teaching | Permalink | Comments (0)

Friday, June 6, 2014

Effective MOOCs?

If you were designing a massive open online course (a "MOOC"), how would you make it as effective as possible? 

This week I am not looking at how MOOCs compare to in-person courses, but rather I am looking at how various MOOCs compare to one another. 

A few of my thoughts are below. 

Studio Filming.  Some of the earlier MOOCs, like Ben Polak's Game Theory class at Yale, simply set a camera in the room and recorded the class.  Even with a dynamic professor like Polak, this strategy did not seem to fit the medium well.  Later MOOCs, like Northwestern University's Law & Entrepreneurship course, were filmed specially for the MOOC, in what appears to be a studio of sorts.  The studio, edited versions of a course seem to produce a much more efficient and engaging experience.  To increase engagement even further, some have asked whether celebrities like Matt Damon should teach MOOCs (presumably from a script prepared by professors in the field)...or maybe professors should take acting classes.

Deadlines and Certificates.  It is well-known that the completion rate for MOOCs is miserable.  The completion rate has been reported as less than 7%.  I imagine that rate would increase significantly if the online courses were not free.  Also, while I have not seen the data, I think MOOCs with deadlines for various sections of the course and courses with certificates encourage students to stay on track and finish classes they start.  

Assessments.  I preferred the MOOCs that had online questions as you went along with the video lectures (every 10-15 minutes) rather than those that just had questions at the end, but this can be overdone if it cuts up the flow of the lecture too much. I did not mind if the MOOC had questions during both the presentations and at the end of the unit, and it was probably good to be tested on the same material twice. 

Focused Discussion Boards.  The discussion boards I have seen on MOOCs seem to be mostly a waste of time, at least the way the vast majority of the boards are currently configured.  The discussion boards are mostly the blind leading the blind and there is too much noise and too little value.  Perhaps the discussion boards could be divided by geographic location or level of education.  I’d be interested in a discussion board of MOOC users in middle Tennessee (perhaps the group would meet in person once or twice) or in a discussion board of academics from around the world.  Perhaps they could still have the “all-comers” discussion board for those who wanted to engage with the entire class, but I would have found a more limited and selected group to be more useful. 

Next week, I will talk about MOOCs v. In-Person Courses.  The New York Times recently looked at this issue in the context of Harvard Business School; I will dig into the issue and the article next week.

June 6, 2014 in Business School, Current Affairs, Haskell Murray, Law School, Teaching | Permalink | Comments (0)

Friday, May 30, 2014

My MOOC Experiences

Last year, Harvard Business School Professor Clayton Christensen said “15 years from now half of US universities may be in bankruptcy.”  

So, I guess half of our schools have about 14 more years to go, according to Christensen.

At least part of the reason for Clayton Christensen’s prediction is the rise of online education, including so-called “massive open online courses” or “MOOCs.”

Recently, I completed a few MOOCs, mostly because I wanted to learn about MOOCs first-hand.  I also picked subjects that interested me.

The courses I took were:

Yale – Game Theory (Ben Polak)

MIT – The Challenges of Global Poverty (Abhijit Banerjee and Esther Duflo)

Northwestern – Law and the Entrepreneur (Esther Barron and Steve Reed)

I will share some of my thoughts on MOOCs during my normal Friday posting slot, in three installments: (1) Effective MOOCs? (2) MOOCs v. In-Person Courses, and (3) MOOCs and the Future of Higher Education. 

May 30, 2014 in Business School, Haskell Murray, Law School, Teaching | Permalink | Comments (1)

Tuesday, May 27, 2014

While You’re At It: A Request to the U.S. Supreme Court to Fix Another Case

A New York Times article this weekend explained that many U.S. Supreme Court decisions are altered after they have been published, sometimes quickly and other times much later.  Article author Adam Liptak explains:

The Supreme Court has been quietly revising its decisions years after they were issued, altering the law of the land without public notice. The revisions include “truly substantive changes in factual statements and legal reasoning,” said Richard J. Lazarus, a law professor at Harvard and the author of a new study examining the phenomenon.

The court can act quickly, as when Justice Antonin Scalia last month corrected an embarrassing error in a dissent in a case involving the Environmental Protection Agency.

But most changes are neither prompt nor publicized, and the court’s secretive editing process has led judges and law professors astray, causing them to rely on passages that were later scrubbed from the official record. 

I have followed this particular change because of my interest in the EPA case, but I suspect this article is the first many people had heard of it.  It makes some sense that articles would be fixed before going to final print, but the idea that opinions have been changed years later is rather remarkable to me, especially without some sort of formal notice.  Now that we all know they can go back and fix opinions, though, I have one I’d like the court to revisit.  

In 1992, the court heard Quill v. North Dakota, 504 U.S. 298, deciding that a state may not impose a tax collection obligation on a business that lacks a physical presence in the state.  The court noted, though, that Congress could change that reality with legislation.  In Quill, in declining to apply a bright-line rule, the court referred to an energy law case, Public Utils. Comm’n of R.I. v. Attleboro Steam & Elec. Co., 273 U.S. 83 (1927). 

In Attleboro, that Court determined that a Rhode Island Commission order allowing an electricity seller to increase its price in a wholesale electric requirements contract between a Rhode Island utility (seller) and a Massachusetts utility (buyer) “place[d] a direct burden upon interstate commerce.”  Id. at 84. The Court stated that neither state could regulate the interstate transaction because such regulation was only permissible at the federal level.  This decision led Congress to pass the Federal Power Act (FPA), which was created (in part) to close what was dubbed the “Attleboro Gap.”

The U.S. Supreme Court has confirmed this more than once:

[T]he original FPA did a great deal more than close the gap in state power identified in Attleboro. The FPA authorized federal regulation not only of wholesale sales that had been beyond the reach of state power, but also the regulation of wholesale sales that had been previously subject to state regulation.”

New York v. FERC, 535 U.S. 1, 20-21 (2002) (citing Attleboro).

Similarly, in another case, the Court stated that the FPA 

intended to “fill the gap”—the phrase is repeated many times in the hearings, congressional debates and contemporary literature—left by Attleboro in utility regulation. Congress interpreted that case as prohibiting state control of wholesale rates in interstate commerce for resale, and so armed the Federal Power Commission with precisely that power.

United States v. Public Utils. Comm’n of Cal., 345 U.S. 295, 307-08 (1953).  (For a detailed description of Attleboro’s history, see Frank R. Lindh & Thomas W. Bone Jr.’s Energy Law Journal article, State Jurisdiction Over Distributed Generators (pdf here).

Returning to the Quill case, there Court stated:

Attleboro distinguished between state regulation of wholesale sales of electricity, which was constitutional as an "indirect" regulation of interstate commerce, and state regulation of retail sales of electricity, which was unconstitutional as a "direct regulation" of commerce.

 Id. at 317.  As I see it, this statement is wrong, though I admit I find this exerpt useful for getting students to discuss these concepts in Energy Law. Again, Attelboro held that direct regulation of retail sales was permissible, but that the regulation of interstate wholesale rates was not permissible by either state. As the cases above show, Quill did not change the state of the law, but Quill still mischaraterizes the law of Attleboro.  So, this is my request: Should any Supreme Court Justices or their clerks (or others who can help) be reading the Business Law Prof Blog, please consider putting pen to paper and cleaning up Quill. Or, as Oscar Rogers likes to say, "Fix it!"

May 27, 2014 in Current Affairs, Joshua P. Fershee, Teaching | Permalink | Comments (1)

Tuesday, May 20, 2014

Too Many Administrators in Education?: It's More Than Just Numbers

The New York Times ran two articles this week about administrator and executive pay that struck a chord with me.  One piece was about a new report linking student debt and highly paid university leaders.  The article discusses a study, “The One Percent at State U: How University Presidents Profit from Rising Student Debt and Low-Wage Faculty Labor.”  The study reviewed “the relationship between executive pay, student debt and low-wage faculty labor at the 25 top-paying public universities.”

Then-Ohio State President E. Gordon Gee was the highest-paid public university president for the time period review. The study found that

Ohio State was No. 1 on the list of what it called the most unequal public universities. The report found that from fiscal 2010 to fiscal 2012, Ohio State paid Mr. Gee a total of $5.9 million. [$2.95 million per year.] During the same period, it said, the university hired 670 new administrators, 498 contingent and part-time faculty — and 45 permanent faculty members. Student debt at Ohio State grew 23 percent faster than the national average during that time, the report found.

[In the interest of full disclosure, I should note that President Gee is the president of my institution, for the second time, and he’s my neighbor. He also makes considerably less money here.]

 The other article was about the health care industry, titled: Medicine’s Top Earners Are Not the M.D.s. That article reports that doctors, “the most highly trained members in the industry’s work force,” are in the middle of the pay scale for medical salaries.  The article explains: 

That is because the biggest bucks are currently earned not through the delivery of care, but from overseeing the business of medicine.

The base pay of insurance executives, hospital executives and even hospital administrators often far outstrips doctors’ salaries, according to an analysis performed for The New York Times by Compdata Surveys: $584,000 on average for an insurance chief executive officer, $386,000 for a hospital C.E.O. and $237,000 for a hospital administrator, compared with $306,000 for a surgeon and $185,000 for a general doctor.

And those numbers almost certainly understate the payment gap, since top executives frequently earn the bulk of their income in nonsalary compensation.

Is there a place where it isn't the case that administrators make more than those actually carrying out the endeavor?  Maybe sports and entertainment, to a degree. There has been a significant change in those areas over the past 30 or so years.  Owners (and production entities) often still make tons of money, but top player salaries often dwarf those of key executives, coaches, and managers.  That was not always the case.  Take the NBA for example. The average NBA salary in 1970 was $35,000 (equal to about $207,000 today.) Today’s average salary: $5 million.  Actors and musicians take home a lot more than they used to, also, at least among those at the top

I am not one to bash educational administrators.  I have been one, so that may be part of it, but even before that, I appreciated that there are things that need to happen to deliver the full educational experience that are not part of the classroom.  Still, it also seems that the number of people who are there to support the delivery of services, like education and medicine, continue to grow at an absurd rate.  Even counting contingent and part-time faculty, Ohio State hired more than 1.23 new administrators for every new teacher in the test period.

As my co-blogger Steve Bradford noted yesterday regarding law school curriculum reform: 

Law faculty members can legitimately disagree about the best way to educate law students. But our goal should be to provide the best education we can, within the cost constraints we face. If professors at some law schools don’t take that responsibility seriously, we might lose students to schools focusing more on enrollment than education. If so, it’s sad for the profession, but at least we’ll go down fighting for what we know is right.

The same is true at the administrative level in law schools.  We should commit to allocating resources to administrative support that supports the educational process of preparing students for practice and for ensuring students actually get to practice, if that is what they seek.  This is often true for areas like career services, bar passage, and experiential learning. We should be educating students to be able to be good lawyers and sound professionals, but we also need to help ensure they have things they need to practice (e.g., bar admission) and the ability to practice (i.e., a job). 

Sometimes that means new administrators in new or expanded roles, but that may mean reallocating resources from one area to another rather than adding new roles.  The challenge, of course, is knowing whether the new administrative hires are delivering services that our students need or are they jobs that are serving the institution at the expense of our students.  All institutions need to make a serious attempt to answer that question because it's not just about the number of administrators. It's also about what those administrators do.  

Doing what’s right for our students is not always the same as doing what they want.  Still, as faculty and administrators, we also need to be clear that doing what we want is often not the same as doing what is best for our students. 

May 20, 2014 in Jobs, Joshua P. Fershee, Law School, Teaching | Permalink | Comments (4) | TrackBack (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)

Sunday, May 4, 2014

ICYMI: Tweets From the Past Week (May 5, 2014)

May 4, 2014 in Business School, Corporate Finance, Corporate Governance, Corporations, Current Affairs, Financial Markets, Securities Regulation, Social Enterprise, Stefan J. Padfield, Teaching | 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)

Friday, April 18, 2014

Student Business Plan Competitions

Earlier this semester, Belmont undergraduate students competed for a total of $8,000 in a business plan competition.  The first place team, What’s Hubbin’, won $5,000.  Law firm Baker Donelson was one of the sponsors. 

WH

Each competition team was required to provide: (1) an executive summary, (2) a description of the business (including mission and vision), (3) plans for marketing, operating, finances, and growth, and (4) financial statements (historical, if applicable, and projected).  The finalists presented in front of a team of judges, which included local attorneys, investors, and entrepreneurs.  The event also attracted a strong audience of faculty members (myself included), staff, and students. 

Given the evolving legal industry, and the increasing focus on Law & Technology and Law & Entrepreneurship, I could see business plan competitions like this one being a success at law schools (perhaps in coordination with their sister business schools).

One of the three What’s Hubbin’ team members is Makenzie Stokel.  She is also one of my undergraduate business law students.  I asked her if she would mind answering a few, short questions about the competition and about her team's business, which is one of the competition’s businesses that is already up and running.  My questions and her answers are below.

HM: Will you please briefly describe your business, What’s Hubbin’, for our readers?

MS: What's Hubbin’ is a website that promotes music here in Nashville.  We highlight local artists and promote events going on around town.  Our site allows users to "hub" (RSVP) events and artists and have an organized profile of their music preferences.  We also allow users to filter events based on their preferences to ensure that everyone finds something that they will want to do.  We host events around Nashville and will be hosting a day-long festival at the end of this month.  Our goal is to have everything music related all in one place so users don't have trouble finding events or discovering new music. You can find us online at www.whatshubbin.com and on Twitter at @WhatsHubbin

HM: How has participating in the competition helped your business?

MS: Participating in the business plan competition has helped promote our business a great deal.  We have had multiple blogs write about us, and were even named Belmont's hottest start-up by Southern Alpha.  It has really helped us get our name out there with the Belmont community and provided some validation of our business.  

HM:  How has participating in the competition enriched your college experience, especially your experiences in your classes?

MS: I am so glad that the What's Hubbin' team was able to participate in this competition.  The competition definitely helped us with our public speaking skills, which is necessary to have in classes and after college. It also forced us to think quickly when answering the judges’ questions.  When preparing for the questions that we thought they might ask, we had to determine who was best at the different aspects of our business. The competition, and the start-up process part in general, has been more relevant to some classes than others.  Business Law and Foundations of Entrepreneurship are two examples of relevant classes.  Also, as a result of being involved in What’s Hubbin’, I have seen ways to apply what I am learning in classes outside of school. 

HM: Congratulations and best of luck.

MS: Thank you!

April 18, 2014 in Business Associations, Business School, Haskell Murray, Law School, Teaching | Permalink | Comments (0)

Thursday, April 17, 2014

Banks, Legal Costs, and ADR

Back in August, Bloomberg reported that the legal costs for the six largest U.S. banks since 2008 totaled over $100 billion. (Yes, billion with a "B.")  Bloomberg included settlement amounts in that huge number, as well as fees to lawyers.

The financial and emotional costs of litigation, not to mention the tremendous amount of time required, amazes me.  Litigation has its place, but the vast majority of disputes eventually settle and many times all parties would have been better off settling earlier using some form of alternative dispute resolution (ADR). 

A former colleague recently pointed me to the University of Missouri School of Law's listserv for ADR educators. 

I know many of our readers only teach business law courses, but adding negotiations to my teaching package has made me see the various intersections between negotiations and business law.  This semester, I set aside some time in my business law classes to discuss a bit of the negotiations literature, and the students seemed to appreciate it.  I just signed up for the listserv, so I cannot speak to its quality yet, but I do think more business law professors should consider exploring the world of ADR.

April 17, 2014 in Business Associations, Business School, Haskell Murray, Law School, Negotiation, Teaching | Permalink | Comments (0)

Tuesday, April 15, 2014

AALS Call for Papers--Incorporating Numbers in Business Law Classes

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

2015 AALS Annual Meeting--Agency, Patnerships, LLCs & Unincorporated Assoc. Section

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.  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 (jlipshaw@suffolk.edu)

April 15, 2014 in Business Associations, Corporations, Teaching, Unincorporated Entities | Permalink | Comments (0)

Thursday, April 10, 2014

Is Shareholder Activism a Participatory Sport?

[I]t is counterproductive for investors to turn the corporate governance process into a constant Model U.N. where managers are repeatedly distracted by referenda on a variety of topics proposed by investors with trifling stakes. Giving managers some breathing space to do their primary job of developing and implementing profitable business plans would seem to be of great value to most ordinary investors. -Hon. Leo E. Strine Jr., Can We Do Better by Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological Mythologists of Corporate Law, 114 COLUMBIA L. REV. 449, 475 (2014).

When was the last time you remember the U.S. Chamber of Commerce, the National Association of Corporate Directors, the National Black Chamber of Commerce, American Petroleum Institute, the Latino Coalition, Financial Services Roundtable, Center On Executive Compensation, and the Financial Services Forum joining forces on an issue? Well yesterday they signed on to a petition for rulemaking that was submitted to the SEC regarding the resubmission of shareholder proposals that “fail to elicit meaningful shareholder support.” 

Shareholders who own at least $2,000 worth of a company’s stock for at least one year may require a company to include one shareholder proposal in the company’s proxy statement to all shareholders under Rule 14a-8(b) of the ’34 Act. Under Rule 14a-8(i)(12), companies may exclude shareholder proposals from proxy materials under thirteen circumstances, including but not limited to proposals that deal with substantially the same subject matter as another proposal that has been previously included in the company’s proxy materials within the preceding 5 calendar years and did not receive a specified percentage of the vote on its last submission.  Specifically a company can exclude a proposal (or one with substantially the same subject matter) if it failed to receive 3% support the last time it was voted on if voted on once in the last five years, 6% if it was voted on twice in the last five years, and 10% if it was voted on three or more times in the past five years for resubmission.  Note that the SEC itself proposed and then withdrew the idea of raising the threshold to 6%, 15% and 30% in 1997.  The Resubmission Rule is supposed to protect the interests of the majority of shareholders so that a small minority cannot burden the rest of the shareholders with proposals that the majority have repeatedly expressed that they have no interest in and to ensure that management can focus on issues that are important to the company.

Why is this important? The petition includes the following enlightening statistics:

1)  The two largest proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis command 97% of the market for proxy advisory firms meaning that they can, in the petitioners view, “dictate” what should be included in proxy solicitations. Proposals favored by ISS may receive up to 24.7% greater support than those do not have their support and proposals favored by Glass Lewis may receive up to 12.9% greater support, all independent of other factors.

2) According to the Manhattan Institute, since 2011, 437 shareholder proposals relating to questions of social policy have been submitted just to the Fortune 250. These proposals have been opposed by an average of 83.7% of votes cast.

3) Between 2005-2013, 420 shareholder proposals focusing on environmental issues were proposed to US companies but only one passed (I would note that many environmental issues never make it to the proxy because shareholders are now engaging with management earlier).

4) Between 2005-2013, 237 labor-related proposals were submitted to US companies. Only three proposals received majority support and the other 234 labor-related proposals received less than 20% support.

5) A Navigant study estimates that companies incur direct costs of $87,000 per proposal or $90 million annually in the aggregate.

6)  The website shareholderactivist.com calls shareholder activism a "participatory sport" where investor activists submit similar proposals to multiple companies so that they can "advance a larger agenda.”

The petitioners argue that the current Resubmission Rule fails to protect shareholders and forces the majority of shareholders to “wade through and evaluate” numerous proposals that have already been “viewed unfavorably” by 90% or more of shareholders year after year and have no realistic likelihood of winning the support of a substantial number of shareholders. The petitioners recommend that the SEC reconsider the Resubmission Rule because the existing rule was adopted without cost-benefit analysis. To better serve shareholders, the petitioners contend that SEC should significantly increase the voting percentage of favorable votes a proposal must receive before the company is obligated to include a repeat proposal in subsequent years in its proxy. To read the Petition for Rulemaking click here. The comment period for the SEC will be open soon.

As a side note, my business associations class studied Rule 14a-8 and drafted their own shareholder proposals last week. I saw one of my students today and excitedly told her I was working on this blog post and that we were going to discuss this proposal on Monday. Her response- oh no- will we have to know this for the final?  Must be the end of the semester.

 

April 10, 2014 in Business Associations, Corporate Governance, Corporations, Current Affairs, Financial Markets, Law School, Marcia L. Narine, Securities Regulation, Teaching | Permalink | Comments (0)

JURIFY: Transactional Resources Pt. 2 (Hybrid Sources)

Earlier this spring, I posted about transactional resources  (the current source list is available here: Download Transactional Law Resources).

Continuing with the theme, I want to highlight a new hybrid resource, JURIFY, which is a mostly-free, online transactional law resource. 

“Jurify provides instant access to high-credibility, high-relevance legal content, including forms and precedent in Microsoft Word® format written by the world’s best lawyers, white papers and webinars from top-tier law firms, articles in prestigious law journals, reliable blog posts and current versions of statutory, regulatory and case law, all organized by legal issue.”

Here are the stats:  Jurify, launched in 2012, covers 5 broad transactional areas:  General Corporate, Governance, Mergers & Acquisitions, Securities and Startup Companies.  The 11,000+ sources that the website currently contains have been verified by transactional attorneys and generated from free on-line platforms or submitted by private attorneys who are voluntarily sharing their work.  Documents are organized according to 586 tags.  Three transactional attorneys started this website (husband/wife duo and their former law-firm colleague); none take compensation from editors, publishers or law firms. 

Jurify is a unique transactional law resource for the following reasons: 

  • FREE (mostly). Website contents including primary law, secondary sources and template agreements and forms.  All content is searchable; most is free; some templates/forms, available in Microsoft word version, require either a fee or a paid membership. In the future, Jurify founders hope to generate revenue by providing performance metrics and career services components. 
  • Emphasis on Primary Sources—collecting the most current and complete versions of governing statutes, and here is the important part—putting relevant sources together.  Want to find out registration obligations?  A search on Jurify will pull from several different sources to give you a comprehensive look at the governing law.
  • Organization.  The website resources are organized in a consumer-friendly, vertically integrated platform (like the searching functions on YouTube).  If you search for one term of art, (the example used was break-up fees), the search results pull all related terms of art (i.e., termination fees, reverse break-up fees, etc.).  The data base has been encoded with 1600 corporate law synonyms in the platform to facilitate more robust natural language searches.
  • Multiple search modes (i.e., accessible for the novice).  Non-experts can search for information using tags and drop down boxes to sort information by source type (news articles, videos, journals, statutes and regs, etc.).   The site also includes a glossary of terms, and those terms serve as searchable categories that have documents associated with them. 
  • Narrowing the field.  You don’t need every document- you just need the right document.  Researchers can narrow search results through subcategories, which include definitions on all of the subcategories to assist the non-expert (i.e., students, generalist attorneys like some in-house teams). Within general categories, researchers can also conduct granular searches within a topic and can narrow by specific fields (i.e., M&A).
  • Sorting the results.  Search results are displayed in order of relevance.  Relevance, in Jurify, is determined by the tags assigned by Jurify attorneys reviewing and labeling each document in the database.  While a document may have 15 tags, 2 or 3 tags will be the primary tag, and the document will be flagged as “noteworthy” for that particular topic.  The idea is that you review the most relevant documents first not just any document that contains any reference to your search fields.
  • Networking Component.  Some of the documents are voluntarily provided by practicing attorneys and their names remain associated with the document(s). If an attorney wants to establish herself as an expert in an area, she may do so in part, by contributing high-quality documents on that topic.  Top contributors are highlighted on the website, using in part, a Credibility Score. In the future, a ranking/review feature will be added so that users can provide feedback on the quality/relevance of a document as well.

Erik Lopez, co-founder of Jurify, contacted the BLPB editors earlier this spring.  As a result, I test drove the site with Erik a few weeks ago, which formed the basis of my comments above.  Thanks Erik!  (Note: Neither BLPB nor I, individually, received any compensation as a result of this post. I am passing it along because I genuinely am intrigued by the platform, business model, and potential for the website to be a valuable transactional resource.)

If anyone currently uses Jurify, or test drives the site after reading this post, please share your experience in the comments.

-Anne Tucker

April 10, 2014 in Business Associations, Anne Tucker, Corporations, Law School, LLCs, Merger & Acquisitions, Securities Regulation, Teaching, Web/Tech | Permalink | Comments (0)

Tuesday, April 8, 2014

FOMO of FOMO and the Paradox of Choice

So, I am the fourth of our bloggers (here, here, and here), among others, to write on FOMO (fear of missing out), and I almost didn’t write this post for fear that my FOMO on the topic was the motivation:  FOMO of FOMO.  I decided that wasn't the reason and that it was worth writing (at least for me).

FOMO has always been an issue for me.  I have always been a researcher, and I don’t mean just in the scholarly sense.  When I look for a car (and I really like cars), everything is on the table. Few people know more about the various options and configurations of vehicles on the market than I do.  It shows when I shop; I have never bought a car from someone who knows more about the product than I do.  (They know more about selling cars than I do, but not about the cars themselves.)

 This need to try to get it right (a common cause of FOMO) has mixed returns.  I never blow the budget on the car, which means I always know what I am missing.  Thus, my FOMO ensures in some instances that I will, in fact, miss out. When it comes to cars, this is not really that important in the big scheme of things. But for other personal and professional decisions, it can have an impact.

 This concept has been explained well by Psychologist Barry Schwartz.  I read his book, The Paradox of Choice: Why More is Less in 2010, and it helped explain a number of things to me.  (You can also see  Schwart’z TED Talk here.) I can’t say Schwartz helped me get rid of my FOMO, but it did help understand what’s going on. He explains:

Part of the downside of abundant choice is that each new option adds to the list of trade-offs, and trade-offs have psychological consequences.   The necessity of making trade-offs alters how we feel about the decisions we face; more important, it affects the level of satisfaction we experience from the decisions we ultimately make.

I think such decisions can be especially hard for academics, though I appreciate what good fortune I have to have this “problem.”  One of the reasons I wanted to become a law professor was so I could make the choices I face so regularly. I have great latitude, if not full freedom to choose what I research, what I write about, and what I teach.  In practice, I did not have that kind of freedom, most of the time, and one of the many things I love about my job is that freedom. Still, as Schwartz explains, such options come with psychological consequences.

I also have flexibility in my job that I never had before.  It’s easier, though not always possible, for me to participate in my children’s lives at school.  I want this, and I often have the option to write or prepare for class in off hours so I can participate in their activities. Many people don’t have that flexibility, and I know I am lucky.  I appreciate that flexibility, but it still points out more clearly when I have prioritized either work or family, and that’s not always pleasant in either direction.  My wife and I are both on the faculty, too, so there are times when one of us must miss out on something professionally because of family obligations, at least when we aren’t able to make other arrangements.

I try to keep in mind that the whole FOMO concept, while real, is also in many ways a problem of relative affulence.  We are fortunate to be healthy, and have healthcare. I don’t have to worry about whether we have food, clothes, or shelter. I get to worry about whether I should do another edit, write another chapter, revamp my lesson plan, or go to my son or daughter’s read aloud.  I am now trying to remember how fortunate I am to have such choices in the first place rather than worry about the choice itself. As a friend and colleague likes to say, Good Enough is the New Perfect

In closing, I’ll go back to some advice Barry Schwartz gives on avoiding social comparisons in assessing ourselves.  He says:

1. Remember that “He who dies with the most toys wins” is a bumper sticker, not wisdom.

 2. Focus on what makes you happy, and what gives meaning to your life. 

April 8, 2014 in Joshua P. Fershee, Law School, Teaching | Permalink | Comments (0) | TrackBack (0)

Friday, March 28, 2014

Harvard Negotiation Institute

Harvard

Just received my confirmation for the Harvard Negotiation Institute, which takes place this June at Harvard Law School.

I decided to jump right into the "Advanced Negotiation" workshop, so we will see how that goes.  It is pricey, but I hope it to be a good investment for my institution and something I can draw on in my classes.

Like I have said before, I believe that negotiation should be a required course at law schools and business schools everywhere (though I realize that is now a self-interested opinion).  Every lawyer and business person spends a great deal of time negotiating. 

After the Institute, I am sure I will blog about the experience. 

March 28, 2014 in Haskell Murray, Negotiation, Teaching | Permalink | Comments (0)

Northwestern, NCAA, and Negotiation

Now that I am teaching MBA courses in negotiation, I see negotiations everywhere.

For example, in reading about the extremely interesting NLRB ruling in favor of the Northwestern University football players – holding that the players are “employees” and can unionize – I came across this Sports Illustrated article:  Northwestern ruling sends clear message: NCAA, it's time to negotiate.

Former Northwestern quarterback Kain Colter does a nice job articulating some of the interests from the players’ side of things in this video.

Given this ruling, which will be appealed, and the O’Bannon v. NCAA case which is set for trial on June 9, there is likely to be a great deal of negotiation between the NCAA and players outside of the courtroom over the next few months.  As the cases move closer to potential resolutions in favor of the players, the NCAA’s BATNA (best alternative to a negotiation) weakens.   The NCAA, however, may raise doubts about the players’ BATNA, by raising things like the possible tax implications of a court victory.

These will be complex, multi-party, multi-issue negotiations.  The parties with interests at stake include current and former players, coaches and athletic directors, colleges and universities, the NCAA, and the lawyers on either side.  The sports fans also have interests at stake, but while we may be considered, I doubt we will get an actual seat at the negotiation table. 

The interests of all these groups create quite the confusing web.  The NCAA and the players would be wise to ask questions aimed at uncovering all of the underlying interests of the other parties and try to reach a mutually beneficial resolution outside of court.

For more information, from other professors, on the NLRB ruling in favor of the Northwestern football players see below:

March 28, 2014 in Haskell Murray, Negotiation, Sports, Teaching | Permalink | Comments (2)

Thursday, March 20, 2014

Some light reading just in time for proxy season

It’s proxy season and the Conference Board has released a series of reports on investor engagement and corporate governance. In “The Conference Board Governance Center White Paper: What is the Optimal Balance in the Relative Roles of Management, Directors, and Investors in the Governance of Public Corporations?” the authors provide a 76-page overview of the evolution of US corporate governance, describing key trends and issues.

The report begins by discussing the history of the allocation of roles and responsibilities for governance of public companies. If I thought my law students would read it, I would assign this section to them.  The second part of the paper addresses the legal, social and market trends that have influenced the historical allocation of rights. Specifically, it reviews:

a) the increasing influence of institutional investors resulting from the concentration of ownership in institutional investment, changes in voting rules and practices and more assertive shareholder activism;

b) shifting conceptions about the purpose of the corporation and the duty to maximize corporate value, with a strong emphasis on shareholder wealth maximization;

c) decreased public trust of business leaders following the corporate scandals of 2001-2002 and 2007-2008;

d) federal regulation intended to enhance the influence of shareholders and increase board and management accountability;

e) continuing related to executive compensation and incentives; and

f) the growth of proxy advisory firms in the shareholder voting process. 

Some interesting statistics:

a) in 2013, 25% of all shareholder proposals were sponsored by two individuals and their family members and family trusts;

b) from 2006-2013, 33% of shareholder proposals submitted to Fortune 250 companies were sponsored by investors affiliated with labor; 26% by corporate gadflies; 25% by religious, social impact and public policy organizations; and 15% by other individual investors;

c) 241 activist campaigns were launched in 2012 up from 187 in 2009;

d) 69% of proxy contests against the management of Russell 3000 companies during the 2013 proxy season were launched by activist hedge funds; and

e) one third of the activist hedge fund contests sought full control of the board.

The third part of the report briefly summarizes but does not provide any conclusions about the work of Professors Bainbridge, Stout, Anabtawi, Bebchuk, Laverty, and others. It considers the following questions (but does not answer them):

a) Do federal mandates undermine the benefits of a historically state-driven corporate law?

b) Are further changes to board processes and composition desirable?

c) Should shareholders assume a more active role in corporate governance?

d) Do proxy advisory firms replace, rather than augment, the shareholder voice, and should the proxy advisory industry be subject to greater regulation and oversight?

e) Can changes to voting mechanisms improve the effectiveness of corporate governance?

f) Is short-termism a cause of concern, and is so, what are its causes and remedies?

g) What new challenges are presented by vote decoupling, high-speed trading, and hyper portfolio diversification?

In next week’s post I will discuss the “Guidelines for Engagement” and the “Recommendations of the Task Force on Corporate/Investor Engagement.” In the meantime, I highly recommend downloading these complimentary reports.

March 20, 2014 in Business Associations, Corporate Governance, Corporations, Current Affairs, Financial Markets, Marcia L. Narine, Securities Regulation, Teaching | Permalink | Comments (0)