Business Law Prof Blog

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

From Gail Lasprogata (Seattle University):

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

 

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

 

If you have any questions, please contact our program chair, Gail Lasprogata of Seattle University at [email protected].  Registration forms should be requested from, and submitted to, Gail.

 

We hope you will join us!

The previous posts for two other 2014 regional ALSB conferences:

• Mid-Atlantic ALSB Regional Conference (Baltimore)
• Western ALSB Regional Conference (Monterey)

The previous post for the 2014 national ALSB conference:

• ALSB National Annual Conference (Seattle)

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

 

Law Professor Jobs in Business Schools: Georgia Tech, University of Louisiana (Lafayette), and Indiana University (South Bend)

The business schools of Georgia Institute of Technology, University of Louisiana (Lafayette), and Indiana University (South Bend) have posted openings for legal studies positions. 

I have ties to two of the schools.  Wade Chumney (Georgia Tech) was in my position at Belmont University before I arrived and he provided me with great advice.  Wade seems like he would be a wonderful legal studies colleague.  University of Louisiana (Lafayette) was one of the (very few) schools to make me a tenure track offer when I was first on the market.  The faculty at UL-L were wonderfully hospitable, and I was a big fan of the Cajun food, music, and culture.  Plus, how many schools have a lake/swamp with (small) alligators in the middle of campus?  Proximity to family was the deciding factor in my decision, and I highly recommend the school. 

I don’t have any personal information about Indiana University (South Bend), but I think there is a lot of be said for the public education system.

All three of these positions are solid opportunities that our readers on the market may be interested in pursuing.  Given the well-publicized challenges facing many law schools, it would not be surprising if many current law professors were among those looking at legal studies positions in business schools.

The information on these positions is after the break.  Business school legal studies positions tend to be more poorly publicized than law school professor positions, and while I will try to post good positions to this website, if you are interested in teaching law in a business school, it might be worth the $30 (new member price) to join the Academy of Legal Studies in Business, view their job postings, and receive the e-mails.

Previously, I wrote about some of the differences I see in teaching at a business school and teaching at a law school.     

[Position Details After the Break]

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Harvard Law School's Petrie-Flom Center: Research Positon for New Project with NFL Players Association

From Michelle Meyer over at the Faculty Lounge.  Sounds like an interesting position:

In connection with our work on a sponsored research project with the National Football League Players Association, the Petrie-Flom Center seeks to hire a Senior Law and Ethics Associate immediately. (Please note that this is a distinct position from the one we recently advertised working with Harvard Catalyst on clinical and translational research.)

 

We are seeking a full-time doctoral-level hire (J.D., M.D., Ph.D., etc. in law, ethics, public health, social science, or other relevant discipline) with extensive knowledge of and interest in legal and ethical issues related to the health and welfare of professional athletes.  The position will be funded for at least two years, with renewal likely for an additional year or more.

 

View the full job description and apply here. 

 

For questions, contact [email protected] or 617-496-4662.

More or Less?

As previously noted on this blog, 44 law professors filed an amicus brief in Sebelius v. Hobby Lobby Stores, Inc., outlining several corporate law issues in the arts-and-craft store chain’s request for a religious exemption from complying with contraceptive requirements in the Affordable Care Act.  That brief prompted several responses and sparked a corporate law debate, which is being recapped and weighed in on at Business Law Prof Blog (see earlier thoughtful posts: here, here, and here by Stefan Padfield and Haskell Murray).   

So what is at stake in this case? Religious exemptions for corporations. The role of benefit corporations and other hybrid, triple bottom line entities.  The classic entity theory vs. aggregate theory debate of how do we treat the legal fiction of individuals acting through businesses and businesses acting, in part, on behalf of people.  The role and future of Corporate Social Responsibility generally. Corporate personhood.  Corporate constitutional rights. And existential questions like can corporations pray? You know, easy stuff. 

CSR. Our laws set the floor; they establish the minimum that social actors must do and that other members in our society can expect to receive.  Corporate social responsibility asks companies to do more than their minimum legal obligations and to do so for a host of reasons, some of which may be religious.  The owners of Hobby Lobby can elect a corporate board that will authorize the company to donate to religious charities, to reimburse employees for religious expenses, to provide paid leave for a mission trip, or to not operate on Sundays. (Who here hasn’t craved a chicken biscuit on a road trip only to realize that Chick-Fil-A is closed on Sunday? Just us in the south?). Under what I will call the standard state corporate law regime, corporations can take actions like increasing their use of renewable energy sources, implementing diversity programs for women and minorities, refusing to support tobacco products and other actions that are in line with CSR.  Whether for religious or environmental or other conscience-driven reasons, a corporation may take these actions and the directors of the corporation (under whose governance the acts took place) are protected by the business judgment rule in the event that any shareholder challenges the program or expenditure as a form of waste or conflict of interest. 

Benefit Corporations & Hybrid Entities.  For companies incorporated in states with benefit corporate statutes or laws that recognize hybrid entities interested in seeking (but not always maximizing) profits and other goals, there is even greater protection.  These entities contain provisions in their charters identifying their “other” purpose, the shareholders are on notice of the dual pursuit and the corporate actions are protected by statutes recognizing this charter-based exception to profit maximization.  In the event a shareholder sues for waste or conflicts of interest, not only is the business judgment rule available to protect the corporate actors, but the validity of the corporate action is strengthened by the special legislation. [This in no way captures the full scope of benefit corporation and hybrid entity legislation, but this post is about religious exemptions for corporations, so please excuse the over simplification here.]

Hobby Lobby.  The owners of Hobby Lobby are not asking to do more, rather they are asking to do less.  Hobby Lobby want to provide less than the standards established in the Affordable Care Act, and less than their competitors will be required to provide.  Who would complain if Hobby Lobby failed to comply with the ACA?  The employees without access to contraceptive medicine, and the federal government.  This isn’t about the business judgment rule and whether owners, acting through boards of directors, can run companies in line with their view of religious or social or environmental consciousness.  This case asks can the religious beliefs of owners of a corporation entitle that corporation to do less under the law and as compared to their competitors.  On these grounds, deciding against a religious based exemption for Hobby Lobby does no harm to CSR or benefit corporations. 

The Hypothetical.  If the privately held religious belief of owners can change legal obligations for corporate actors, this could pose a threat to the stability, reliability and uniformity of the floor that the law sets. Poking a hole in the floor for religious exemptions based upon the owners’ religious beliefs may seem like a small concession in the Hobby Lobby case.  If religion is a means to opt-out of regulations and requirements, and if doing so could lower costs, shortcut compliance obligations and otherwise provide a competitive edge there will be robust incentives for businesses to claim such an exception in a likely wide array of issues. 

The Horrible.  The sacred ground of religion has long been an unhappy refuge for arguments in support of racial, gender, religious and sexual-orientation discrimination.  Every major social movement that I can think of has met resistance shrouded in religious beliefs.  The right for women to vote (and the continuing progress towards equality), desegregating schools, the Civil Rights Acts, and our most modern example:  gay rights.  Consider the law that the Arizona Legislature passed last week that would exempt businesses refusing to serve same-sex couples from civil liability on the grounds of a religious exemption.  Substantially similar legislation is pending in Georgia.

Religion, if we have it, should call us to do more and to be better.  As individuals, we may disagree about what “more” and “better” means.  I have no doubt that the owners of Hobby Lobby believe that their stance on birth control is consistent with their view of “more” and “better”.  As individuals, they can express that value in many ways.  As owners of a corporation they can express those values by electing directors that will govern the company and possibly pursue corporate donations to abstinence charities, promote natural family planning among employees via posters in the break room, and other avenues.  The individual values of the owners should not be used to excuse the corporation from compliance with the legal standard.  Individual religious views should not lower the minimum standards for corporate actions in this context, or others.

 

 -Anne Tucker

Corporate Opportunity Allegations at eBay, The Sequel

Yesterday, Carl Icahn sent a letter to eBay shareholders, which starts like this:

Dear Fellow eBay Stockholders,

We have recently accumulated a significant position in eBay’s common stock because we believe there is great long-term value in the business. However, after diligently researching this company we have discovered multiple lapses in corporate governance. These include certain material conflicts of interest, which we believe could put the future of our company in peril. We have found ourselves in many troubling situations over the years, but the complete disregard for accountability at eBay is the most blatant we have ever seen. Indeed, for the first time in our long history, we have encountered a situation where we believe we should not even have to run a proxy fight to change the board composition. Rather, we believe that in any sane business environment these directors would simply resign immediately from the eBay Board, either out of pure decency or sheer embarrassment at the public exposure of the extent of their self-serving activities.

Wow. You could almost drop the mic there.  Icahn does not, though. He goes on to outline a series of transactions from board members and the CEO that raise reasonable questions about the independence of certain board members.  (click below for more)

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Simplifying Antifraud Liability under Federal Securities Law

I have been working on a project involving liability for securities fraud under the Securities Act and the Securities Exchange Act. I’m addressing the possible liability of one particular defendant in one limited context--selling securities pursuant to the crowdfunding exemption in section 4(a)(6) of the Securities Act.

A defendant in that context faces possible civil liability under at least five different antifraud provisions—sections 4(a)(6), 12(a)(2), and 17(a) of the Exchange Act; Rule 10b-5; and section 9 of the Exchange Act. You could actually count that as seven if you counted scheme liability under Rule 10b-5 and section 17(a) separately. And that’s not counting the aiding and abetting provision in section 20(e) of the Exchange Act or possible state law liability.

Those antifraud provisions differ in many ways: the standard of care; the burden of proof; reliance requirements; who may sue; who’s liable as a defendant. Does it really make sense to have a potpourri of antifraud rules applicable to a single defendant in a single transaction?

I can understand why we might want to apply different rules when the SEC is a plaintiff than when a private party is the plaintiff. And I can understand why we might want to apply different liability rules to different types of defendants or different types of transactions. Policy considerations vary from defendant to defendant and from transaction to transaction. We might want to apply stronger liability rules to brokers, for instance, or in registered public offerings.

What I don’t understand is why a multitude of antifraud rules should apply to a single type of defendant in a single type of transaction. Wouldn’t it make more sense to decide what the requirements for liability should be for fraud in that type of transaction and, based on those policy choices, choose one liability rule to apply exclusively to that type of transaction? If a plaintiff didn't meet the requirements of the applicable rule, the plaintiff couldn't turn to any other liability provision for that transaction.

This would require Congressional action, and that's never going to happen, of course. Absent a political tsunami of some sort, Congress could never pass a coherent set of securities liability rules. But I can dream, can't I?

Professor Bainbridge Critiques the Law Professors' Brief in Hobby Lobby and Conestoga Wood

Professor Bainbridge has posted:  Bainbridge, Stephen M., A Critique of the Corporate Law Professors’ Amicus Brief in Hobby Lobby and Conestoga Wood (February 21, 2014).

The abstract is posted below:

The Patient Protection and Affordable Care Act (ACA) effected numerous changes in the legal regime governing health care and health insurance. Among the ACA’s more controversial provisions is the so-called contraceptive mandate, which requires employer-provided health care insurance plans to provide coverage of all FDA approved contraceptive methods.

 

On March 25, 2014, the Supreme Court will hear oral argument in the Hobby Lobby and Conestoga Wood cases, in which the shareholders of two for-profit family-owned corporations argue that requiring them to comply with the contraception mandate violates the Religious Freedom Restoration Act.

 

Forty-four law corporate law professors filed an amicus brief in these cases, arguing that the essence of a corporation is its “separateness” from its shareholders and that, on the facts of these cases, there is no reason to disregard the separateness between shareholders and the corporations they control. The Brief is replete with errors, overstated claims, or red herrings, and misdirection.

 

Contrary to the Brief’s arguments, basic corporate law principles strongly support the position of Hobby Lobby and Conestoga Wood. In particular, the doctrine known as reverse veil piercing provides a clear and practical vehicle for disregarding the legal separateness of those corporations from their shareholders and thus granting those shareholders standing to assert their free exercise rights.

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

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

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

More registration information is available here.

The Separation of Church and For-Profit Corporations

My co-blogger Haskell Murray recently posted “Religion, Corporate Social Responsibility, and Hobby Lobby” and asked me to respond, which I am happy to do. I will admit that I am still developing my thoughts on the issues raised by Haskell’s post, so what follows is a bit jumbled but still gives a sense of why I currently oppose for-profit corporations being permitted to evade regulation by pleading religious freedom (if you have not read Haskell’s post, please do so before proceeding):

1. Corporate power threatens democracy. Corporations and other limited liability entities have been controversial since their creation because, among other things, the combination of limited liability, immortality, asset partitioning, etc., makes them incredible wealth and power accumulation devices. Of course, on the one hand, this is precisely why we have them – so that investors are willing to contribute capital they would never contribute if they risked being personally liable as partners, and thus unique economic growth is spurred, a rising tide then lifts all ships, and so on. On the other hand, because of their unique ability to consolidate power, corporations are aptly considered by many to be one of Madison’s feared factions that threaten to undermine the very democracy that supports their creation and growth:

Besides the danger of a direct mixture of religion and civil government, there is an evil which ought to be guarded against in the indefinite accumulation of property from the capacity of holding it in perpetuity by ecclesiastical corporations. The establishment of the chaplainship in Congress is a palpable violation of equal rights as well as of Constitutional principles. The danger of silent accumulations and encroachments by ecclesiastical bodies has not sufficiently engaged attention in the U.S.

[More after the break.]

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Everyone is entitled to his own opinion, but not to his own facts.

At its Friday conference, the Supreme Court considered the cert petition filed in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, concerning the definition of “falsity” under the securities laws when the relevant statement expresses a matter of opinion, rather than objective fact.  I think the Court will likely deny this particular petition, but the issue is a critical one that will have to be resolved sooner or later.

[More discussion under the cut - click to read]

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

From the Faculty Lounge:

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

 

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

 

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

 

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

Religion, Corporate Social Responsibility, and Hobby Lobby

Professor Stephen Bainbridge made me aware of Keith Paul Bishop's post entitled:

44 Law Professors Make A Case Against Corporate Social Responsibility

Bishop writes:

I was shocked because the [law professor] brief constitutes a frontal assault on corporate social responsibility.  For example, the law professors make the following apocalyptic claim: "If this Court were to agree that, as a matter of federal law, shareholders holding a control bloc of shares in a corporation may essentially transfer their [social responsibility] beliefs to the corporation, the results could be overwhelming."  Ok, I substituted “social responsibility” for “religious”.  However, if the transfer of stockholder religious beliefs to the corporation would be “overwhelming”, why wouldn’t the same be true of beliefs regarding climate change, the environment, or other beliefs animating the corporate social responsibility movement?

Two of my co-bloggers signed the law professor brief in the Hobby Lobby case that Bishop discusses, so they are probably better suited to respond, but I will provide a few thoughts. 

One distinction, between the Hobby Lobby case and CSR, that may be quickly raised is addressed in section II.C of the law professor brief.  Hobby Lobby is attempting to use religion to avoid legal obligations.  There may be situations where companies argue they should be able to avoid legal obligations because of  "beliefs regarding climate change, the environment, or other beliefs animating the corporate social responsibility movement" but none spring immediately to mind. 

While the parade of horribles in the second section of the law professor brief might prove compelling, the entire first section (over half of the argument) would be seriously damaged if Hobby Lobby's articles of incorporation were amended to express the religious stance of the company.  The first section of the brief focuses on treating the corporation as a separate entity, distinct from its owners.  It seems, however, that Hobby Lobby's owners could amend the corporation's articles to endow the corporation with its own, separate and distinct, religious views. 

As I have previously mentioned, Hobby Lobby could have helped its chances in this case by converting to some form of for-profit benefit corporation and being specific about its religious views in its articles of incorporation.  The Delaware Public Benefit Corporation ("PBC") statute makes the ability to maintain a religious purpose in a PBC explicit when it defines "public benefit" as "a positive effect (or reduction of negative effects) on 1 or more categories of persons, entities, communities or interests (other than stockholders in their capacities as stockholders) including, but not limited to, effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature." (emphasis added)  According to Delaware's PBC law, each PBC must include at least one "specific public benefit" within its statement of purpose. 

I am interested in any additional thoughts on this topic, and am eagerly awaiting Professor Bainbridge's promised full response to the law professor brief (and any responses to his response).

Update: Go here for Professors Bainbridge's response.  Also, two of my co-bloggers have joined the conversation: here (Stefan Padfield) and here (Anne Tucker).

Innovation in Social Enterprise Law │ Western Carolina University │ March 3, 2014

On March 3, I plan to start my spring break by speaking at Western Carolina University.  I will be speaking on the various social enterprise statutes—Benefit Corporations, Benefit LLCs, Public Benefit Corporations, Flexible Purpose Corporations, Social Purpose Corporations, and L3Cs—with a special focus on my recent research surrounding Delaware's new (as of August 1, 2013) Public Benefit Corporation law. 

Western Carolina University has a major in Business Administration and Law and I understand that a number of students from that undergraduate program will be in attendance. 

Many thanks to Professor Melissa English for inviting me.  I love the mountains of North Carolina and always enjoy sharing my research. 

Facebook, LinkedIn, and Twitter- Who needs them?

Our BLPB group has had a number of email discussions recently about the use of social media including blogs, Facebook, LinkedIn and Twitter for professional purposes. My home institution has discussed the same topic and even held a “training” session on technology in and outside of the classroom.  Because I am a heavy user, I volunteered to blog about how I use social media as a lawyer and academic in the hopes of spurring discussion or at least encouraging others to take a dip in the vast pool of social media.

Although I have been on Facebook for years, I don’t use that professionally at all. I also don’t allow my students to friend me, although I do know a number of professors who do. I often see lawyer friends discussing their clients or cases in a way that borders on violations of the rules of professional conduct, and I made sure to discuss those pitfalls when I was teaching PR last year.

I have also used LinkedIn for several years, mainly for professional purposes to see what others in my profession (at the time compliance and privacy work) were thinking about.  I still belong to a number of LinkedIn groups and have found that academics from other countries tend to use LinkedIn more than US professors. I have received a number of invitations to collaborate on research just from posts on LinkedIn. I also encourage all of my law students to join LinkedIn not only for networking purposes, but also so that they can attract recruiters, who now use LinkedIn almost as often as they use headhunters.  When I blog, I link my posts to LinkedIn, which in turn automatically posts to Twitter.

I admit that I did not like Twitter at first. I now have three Twitter accounts- follow me at @mlnarine.  I started using Twitter when I was a deputy general counsel and compliance officer and I followed law firms and every government agency that was online that regulated my industry. The government agencies were very early to the Twitter game and I once learned about a delay in the rollout of a regulation via Twitter a full week before my outside counsel who was working on the project informed me.

I also use the hashtag system (#) to see what others are saying on topics that hold my interest such as #csr (corporate social responsibility and unfortunately also customer service rep), #socent for social enterprise, #corpgov for corporate governance, and #Dodd-Frank  and #climatechange (self explanatory). 

I make an effort to tweet daily and am now an expert in trying to say something useful in 140 characters or less (being on yearbook staff in high school and counting characters for headlines made this a breeze for me). I re-tweet other tweets that I believe may be of interest to my followers or links to articles, and often gain new followers based on what I have chosen to tweet, largely because of my use of hashtags. In fact, after a marathon tweeting session following the Dodd-Frank conflict minerals oral argument before the DC Circuit Court of Appeals, I received four calls from the press for interviews, a nice, unexpected benefit of trying to educate my followers.  Often when I attend conferences, such as last week’s ABA meeting or the UN’s Business and Human Rights Forum, the organizers develop a hashtag so that those who cannot attend in person can follow the proceedings through tweets and the attachments to those tweets.

The best part of twitter is that I met fellow blogger, Haskell Murray because of one his tweets and that led to an invitation to speak at a conference.  Haskell has published a useful  list of business law professors on Twitter so if you’re not on his list, let us know and we will update it.

Next week I will post about the benefits or perils of blogging, especially for someone new to academia.    

C-LEAF Junior Faculty Workshop: Recap

Today, I am highlighting the CLEAF Junior Faculty Workshop, which took place at George Washington earlier this month.  Applicants submitted unpublished papers in the fall, and if accepted were invited to attend the workshop in February.  Each paper was assigned 2 readers who specialize in the subject matter of the paper. The experts ranged from senior legal scholars, to interdisciplinary scholars, to lawyers in the field.  The 2-day workshop dedicated an hour to each paper, soliciting the formal comments of the assigned readers and a discussion from the larger group.

If time is money, the 2 days at the workshop were a great investment.  I had the opportunity to connect, personally and professionally with both junior and senior scholars in the field in a way that felt more comfortable and more productive than in other foras.   For me, it also provided tailored feedback on my project (which I am now furiously incorporating), and it also forced me to spend 2 days thinking about scholarship in terms of publication goals, audience goals, forms of proof, preference of presentation and other aspects of writing that never seem to get the attention they deserve when I am puzzling through how to present a persuasive argument in written form.  

Part of the obstacles of calls for papers is whether or not you have a project in the pipeline.  For junior scholars (i.e., folks who are going up for tenure next year or more junior), seriously consider participating in this workshop next year.  It would be the perfect polish on a piece in advance of the spring 2015 submission cycle complete with fancy vanity note additions and confidence-boosting vetting.

The list of presenters, papers, and readers is available  Download GW Junior Faculty Workshop 2014 Schedule1.

-Anne Tucker

Assessment Across The Curriculum Conference

This conference is worth a look, with some great people (and great teachers), including Michael Hunter Schwartz.  It's relevant to all disciplines, though judging by the AALS panel I attended in January, for the section on Agency, Partnership, LLCs, and Unincorporated Associations, titled "Effective Methods for Teaching LLCs and Unincorporated Business Arrangements," a lot of people in the in the business area have been particularly focused on assessment and outcomes for their students.  BLPB's own Anne Tucker, for one. 

Assessment Across The Curriculum

Institute for Law Teaching and Learning

Spring Conference 2014

Saturday, April 5, 2014

“Assessment Across the Curriculum” is a one-day conference for new and experienced law teachers who are interested in designing and implementing effective techniques for assessing student learning.  The conference will take place on Saturday, April 5, 2014, at the University of Arkansas at Little Rock William H. Bowen School of Law in Little Rock, Arkansas.

 Conference Content:  Sessions will address topics such as

·         Formative Assessment in Large Classes

·         Classroom Assessment Techniques

·         Using Rubrics for Formative and Summative Assessment

·         Assessing the Ineffable: Professionalism, Judgment, and Teamwork

·         Assessment Techniques for Statutory or Transactional Courses

By the end of the conference, participants will have concrete ideas and assessment practices to take back to their students, colleagues, and institutions.

Who Should Attend:  This conference is for all law faculty (full-time and adjunct) who want to learn about best practices for course-level assessment of student learning.

Conference Structure:  The conference opens with an optional informal gathering on Friday evening, April 4.  The conference will officially start with an opening session on Saturday, April 5, followed by a series of workshops.  Breaks are scheduled with adequate time to provide participants with opportunities to discuss ideas from the conference.  The conference ends at 4:30 p.m. on Saturday.  Details about the conference are available on the websites of the Institute for Law Teaching and Learning (www.lawteaching.org) and the University of Arkansas at Little Rock William H. Bowen School of Law (ualr.edu/law). 

Conference Faculty:  Conference workshops will be taught by experienced faculty, including Michael Hunter Schwartz (UALR Bowen), Rory Bahadur (Washburn), Sandra Simpson (Gonzaga), Sophie Sparrow (University of New Hampshire), Lyn Entrikin (UALR Bowen), and Richard Neumann (Hofstra).

Accommodations:  A block of hotel rooms for conference participants has been reserved at The DoubleTree Little Rock, 424 West Markham Street, Little Rock, AR 72201.  Reservations may be made by calling the hotel directly at 501-372-4371, calling the DoubleTree Central Reservations System at 800-222-TREE, or booking online at www.doubletreelr.com.  The group code to use when making reservations for the conference is “LAW.” 

WALSB Annual Conference │ Monterey, CA │ March 28-29, 2014

The Western Academy of Legal Studies in Business ("WALSB") Annual Conference will be held in Monterey, CA on March 28-29, 2014.

WALSB president-elect Lydie Pierre-Louis (San Fransisco) provided the information below about the conference:

Invitation:

You may choose to present a scholarly paper (for academics), organize or serve on a panel, or give a presentation on any topic of interest to academics or practitioners in the field of business law (for practitioners).  Registration fee includes a cocktail reception on Friday for registrants and guests, breakfast and light lunch on Saturday for registrants, and a digital copy of the proceedings.  CA CLE is available.

Participation:

Please complete and submit the registration form to our conference program chair, Lydie Pierre-Louis, at [email protected].  If you wish to be placed on the program for presentation at the conference, please submit your registration by March 14, 2014. We will receive a confirmation.

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Corporate Governance in 2014

Holly Gregory has a useful post entitled Governance Priorities in 2014 on the Harvard Law School Forum on Corporate Goverance and Financial Regulation.  (As a side note, I was surprised to learn that Holly Gregory, who had been a partner at one of my former firms (Weil Gotshal), had left for Sidley Austin.  This is a huge loss for Weil as she is widely regarded as one of the country's top corporate governance attorneys).

Go to the link above for the entire post, but the opening few paragraphs are posted below:

As the fallout from the financial crisis recedes and both institutional investors and corporate boards gain experience with expanded corporate governance regulation, the coming year holds some promise of decreased tensions in board-shareholder relations. With governance settling in to a “new normal,” influential shareholders and boards should refocus their attention on the fundamental aspects of their roles as they relate to the creation of long-term value.

Institutional investors and their beneficiaries, and society at large, have a decided interest in the long-term health of the corporation and in the effectiveness of its governing body. Corporate governance is likely to work best in supporting the creation of value when the decision rights and responsibilities of shareholders and boards set out in state corporate law are effectuated.

This article identifies and examines the key areas of focus that institutional investors and boards should prioritize in 2014.

Grammar Rant: Lead and Led

As my wife, kids, and friends will tell you, I sometimes rant about grammar. I'm going to do that now, so excuse yourself now if that kind of thing bothers you.

Don't worry. I'm not going to lecture you on splitting infinitives or beginning sentences with conjunctions (neither of which is improper, by the way, but never mind . . . ). My latest concern is not a technical grammatical point, but a simple question of proper English usage.

The past tense of the verb "lead" is spelled "led," not "lead."

Napoleon leads the troops into battle. (Present tense)

Napoleon led the troops into battle last week. (Past tense). NOT Napoleon lead the troops into battle last week.

People seem to be using "lead" as the past tense more and more. I have seen it not just in student drafts and blog posts, but in newspapers, books, and other sources edited by people who ought to know better. I'm not sure what the problem is; perhaps people are analogizing to the verb "read." The present tense and past tense of that verb are the same. Or perhaps they are comparing it to the element "lead," which is also pronounced "led."

Whatever, the reason, it's not proper English.

24th Annual Conference for Law School Computing

CALI, the Center for Computer-Assisted Legal Instruction, holds an annual Conference for Law School Computing that brings together law professors, law librarians, educational technologists, I.T. directors, and others interested in the application of technology in legal education and the law generally. Attendees range from hard-core techies to unsophisticated neophytes looking for new ideas. I have attended several of these conferences and have always found them informative and enjoyable. (Full disclosure: Until recently, I was a member of CALI’s Board of Directors.)

This year’s conference is June 19-21, at Harvard Law School. That’s in Cambridge, Mass., for those who haven’t heard of the school. (Harvard is my alma mater, but they have encouraged me not to tell anyone.) If you’re a lawyer or law professor interested in bringing legal education or the legal profession into the 21st century, or even if you would settle for bringing it into the late 20th century, this is a great conference.

In addition, if you have an idea for a presentation, I would encourage you to submit a proposal. Unlike many conferences, presentations are not limited to invited speakers. Anyone may submit a proposal. Just follow this link, create an account, and click on the “Propose a Session” link. The deadline is April 4, 2014. One benefit if your proposal is accepted: your conference registration fee is only $95.