Tuesday, January 24, 2023

Save the Date: 2023 National Business Law Scholars Conference

The call for papers will be posted soon, but I wanted to let everyone know that The University of Tennessee College of Law will be hosting the National Business Law Scholars Conference in person (!) in Knoxville, Tennessee on June 15 and 16.  As many will recall, Tennessee Law was scheduled to host the conference in 2020 and 2021, only to have to move the conference online late in the game both years because of COVID-19 infection rates.  While we were happy to host our business law friends on Zoom those two years, we are truly excited to have folks come to our campus!

More coming soon.  But go ahead and save those dates.  Please reach out to me if you have any questions.

January 24, 2023 in Conferences, Joan Heminway | Permalink | Comments (0)

Saturday, January 14, 2023

Can The Next Generation of Lawyers Save the World?

An ambitious question, yes, but it was the title of the presentation I gave at the Society for Socio-Economists Annual Meeting, which closed yesterday. Thanks to Stefan Padfield for inviting me.

In addition to teaching Business Associations to 1Ls this semester and running our Transactional Skills program, I'm also teaching Business and Human Rights. I had originally planned the class for 25 students, but now have 60 students enrolled, which is a testament to the interest in the topic. My pre-course surveys show that the students fall into two distinct camps. Most are interested in corporate law but didn't know even know there was a connection to human rights. The minority are human rights die hards who haven't even taken business associations (and may only learn about it for bar prep), but are curious about the combination of the two topics. I fell in love with this relatively new legal  field twelve years ago and it's my mission to ensure that future transactional lawyers have some exposure to it.

It's not just a feel-good way of looking at the world. Whether you love or hate ESG, business and human rights shows up in every factor and many firms have built practice areas around it. Just last week, the EU Corporate Sustainability Reporting Directive came into force. Like it or not, business lawyers must know something about human rights if they deal with any company that has or is part of a supply or value chain or has disclosure requirements. 

At the beginning of the semester, we discuss the role of the corporation in society. In many classes, we conduct simulations where students serve as board members, government officials, institutional investors, NGO leaders, consumers, and others who may or may not believe that the role of business is business. Every year, I also require the class to examine the top 10 business and human rights topics as determined by the Institute of Human Rights and Business (IHRB). In 2022, the top issues focused on climate change:

  1. State Leadership-Placing people at the center of government strategies in confronting the climate crisis
  2. Accountable Finance- Scaling up efforts to hold financial actors to their human rights and environmental responsibilities
  3. Dissenting Voices- Ensuring developmental and environmental priorities do not silence land rights defenders and other critical voices
  4. Critical Commodities- Addressing human rights risks in mining to meet clean energy needs
  5. Purchasing Power- Using the leverage of renewable energy buyers to accelerate a just transition
  6. Responsible Exits- Constructing rights-based approaches to buildings and infrastructure mitigation and resilience
  7. Green Building- Building and construction industries must mitigate impacts while avoiding corruption, reducing inequality, preventing harm to communities, and providing economic opportunities
  8. Agricultural Transitions- Decarbonising the agriculture sector is critical to maintaining a path toward limiting global warming to 1.5 degrees
  9. Transforming Transport- The transport sector, including passenger and freight activity, remains largely carbon-based and currently accounts for approximately 23% total energy-related CO2 global greenhouse gas emissions
  10. Circular Economy- Ensure “green economy” is creating sustainable jobs and protecting workers

The 2023 list departs from the traditional type of list and looks at the people who influence the decisionmakers in business. That's the basis of the title of this post and yesterday's presentation. The 2023 Top Ten are:

  1. Strategic Enablers- Scrutinizing the role of management consultants in business decisions that harm communities and wider society. Many of our students work outside of the law as consultants or will work alongside consultants. With economic headwinds and recessionary fears dominating the headlines, companies and law firms are in full layoff season. What factors should advisors consider beyond financial ones, especially if the work force consists of primarily lower-paid, low-skilled labor, who may not be able to find new employment quickly? Or should financial considerations prevail?
  2. Capital Providers- Holding investors to account for adverse impacts on people- More than 220 investors collectively representing US$30 trillion in assets under management  have signed a public statement acknowledging the importance of human rights impacts in investment and global prosperity. Many financial firms also abide by the Equator Principles, a benchmark that helps those involved in project finance to determine environmental and social impacts from financing. Our students will serve as counsel to banks,  financial firms, private equity, and venture capitalists. Many financial institutions traditionally focus on shareholder maximization but this could be an important step in changing that narrative. 
  3. Legal Advisors- Establishing norms and responsible performance standards for lawyers and others who advise companies. ABA Model Rule 2.1 guides lawyers to have candid conversations that "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." Business and human rights falls squarely in that category. Additionally, the ABA endorsed the United Nations Guiding Principles on Business and Human Rights ten years ago and released model supply chain contractual clauses related to human rights in 2021. Last Fall, the International Bar Association's Annual Meeting had a whole track directed to business and human rights issues. Our students advise on sanctions, bribery, money laundering, labor relations, and a host of other issues that directly impact human rights. I'm glad to see this item on the Top 10 list. 
  4. Risk Evaluators- Reforming the role of credit rating agencies and those who determine investment worthiness of states and companies. Our students may have heard of S&P, Moody's, & Fitch but may not know of the role those entities played in the 2008 financial crisis and the role they play now when looking at sovereign debt.  If the analysis from those entities  are flawed or laden with conflicts of interest or lack of accountability, those ratings can indirectly impact the government's ability to provide goods and services for the most vulnerable citizens.
  5. Systems Builders- Embedding human rights considerations in all stages of computer technology. If our students work in house or for governments, how can they advise tech companies working with AI, surveillance, social media, search engines and the spread of (mis)nformation? What ethical responsibilities do tech companies have and how can lawyers help them wrestle with these difficult issues?
  6. City Shapers-  Strengthening accountability and transformation in real estate finance and construction. Real estate constitutes 60% of global assets. Our students need to learn about green finance, infrastructure spending, and affordable housing and to speak up when there could be human rights impacts in the projects they are advising on. 
  7. Public Persuaders- Upholding standards so that advertising and PR companies do not undermine human rights. There are several legal issues related to advertising and marketing. Our students can also play a role in advising companies, in accordance with ethical rule 2.1, about persuaders presenting human rights issues and portraying controversial topics related to gender, race, indigenous peoples, climate change in a respectful and honest manner. 
  8. Corporate Givers- Aligning philanthropic priorities with international standards and the realities of the most vulnerable. Many large philanthropists look at charitable giving as investments (which they are) and as a way to tackle intractable social problems. Our students can add a human rights perspective as advisors, counsel, and board members to ensure that organizations give to lesser known organizations that help some of the forgotten members of society. Additionally, Michael Porter and Mark Kramer note that a shared-value approach, "generat[es] economic value in a way that also produces value for society by addressing its challenges. A shared value approach reconnects company success with social progress. Firms can do this in three distinct ways: by reconceiving products and markets, redefining productivity in the value chain, and building supportive industry clusters at the company's locations." Lawyers can and should play a role in this. 
  9. Business Educators- Mainstreaming human rights due diligence into management, legal, and other areas of academic training. Our readers teaching in business and law schools and focusing on ESG can discuss business and human rights under any of the ESG factors. If you don't know where to start, the ILO has begun signing MOUs with business schools around the world to increase the inclusion of labor rights in business school curricula. If you're worried that it's too touchy feely to discuss or that these topics put you in the middle of the ESG/anti-woke debate, remember that many of these issues relate directly to enterprise risk management- a more palatable topic for most business and legal leaders. 
  10. Information Disseminators- Ensuring that journalists, media, and social media uphold truth and public interest. A couple of years ago, "fake news" was on the Top 10 and with all that's going on in the world with lack of trust in the media and political institutions, lawyers can play a role in representing reporters and media outlets. Similarly, lawyers can explain the news objectively and help serve as fact checkers when appearing in news outlets.

If you've made it to the end of this post, you're either nodding in agreement or shaking your head violently in disagreement. I expect many of my students will feel the same, and I encourage that disagreement. But it's my job to expose students to these issues. As they learn about ESG from me and the press, it's critical that they disagree armed with information from all sides.

So can the next generation of lawyers save the world? Absolutely yes, if they choose to. 

January 14, 2023 in Business Associations, Business School, Compliance, Conferences, Consulting, Contracts, Corporate Finance, Corporate Governance, Corporate Personality, Corporations, CSR, Current Affairs, Ethics, Financial Markets, Human Rights, International Business, International Law, Law Firms, Law School, Lawyering, Management, Marcia Narine Weldon, Private Equity, Shareholders, Stefan J. Padfield, Teaching, Technology, Venture Capital | Permalink | Comments (0)

Monday, January 9, 2023

Automating Bias - Cardozo Law Review Symposium

If you are interested in business law topics at the intersection of law & technology and social inclusion, and if you are in NYC on January 25 (or just generally available that day for a webinar!), you may want to check out the Cardozo Law Review symposium on "Automating Bias."  The program agenda is included below.  Thanks to the symposium editor for bringing this program to our attention.

The symposium is being held at Cardozo School of Law, 55 Fifth Avenue, New York, New York, with an option to attend by webinar. (The symposium editor will send a link to the webinar to all registrants closer to the event).  In-person and live webinar attendees can receive CLE credits for attending; no CLE credits are available for remote attendees accessing the program later in recorded form.  [Note: This last sentence has been revised from the version of this post originally published to indicate that live webinar attendees may receive CLE credit.]

Those interested can register through the Eventbrite page linked here.  Click on the image below for a higher resolution copy of the program agenda and speakers.

 

BLPB(CardozoSymposium2023)

January 9, 2023 in Conferences, Joan Heminway, Technology, Web/Tech | Permalink | Comments (0)

Monday, January 2, 2023

A Business Law Prof "Goes Bowling" (Again): Leadership Lessons

OrangeBowl2022(Milton+)

I have been to college bowl games before to watch the Tennessee Volunteers football team play.  There was the loss to Clemson in the Peach Bowl (Atlanta) in 2003 and there were losses to North Carolina and Purdue in the Music City Bowl (Nashville) in 2010 and 2021.  I cannot remember if I was there for the 2016 win over Nebraska in the Music City Bowl (Nashville).  And I may have missed another bowl in there somewhere.  This year, the stakes seemed bigger.  The enemy again would be Clemson.  Could this bowl game be a revenge match for the 2003 Peach Bowl loss?

+++++

And so, here we were (me, my husband, and my 31-year-old daughter), at 4:30 am Friday morning, December 30, 2022.  We were awake and showered and packing the car for our first trip to the Orange Bowl.  Tennessee football had played well in a truly storied 2022 season.  And I was there for it all (at least for the home games).  Due to my service to the campus, I had the opportunity to get great tickets.  My hubby and daughter were "in."  Now, it was "go time."

Having arranged the trip late in the game and needing to integrate it with pre-existing plans for the three of us to spend the new year in San Diego (where I have family), the flight options for the trip were complex, limited, and somewhat expensive.  But my secretarial assistant is a wiz at finding odd and inexpensive routing (shout out to Sean!). To save money, we would leave from Nashville, not Knoxville. 

The trip, counterintuitively, involved flying from Nashville to Dulles and then to Fort Lauderdale.  But we were prepared!  We know the road to Nashville well (my husband's business has a clinic there, our son lives there, and I do a fair amount of work for the Tennessee Bar Association, which is based there).  We understood that the trip to Nashville sometimes involves delays (especially in areas where the interstate is a mere two-lane highway).  So, I built an extra hour-plus into our driving schedule.  We made good progress for the first hour or so of the trip.  And then the wheels fell off the wagon (so to speak) . . . .

Less than halfway to the airport in Nashville (which is about a 2.5-hour drive from Knoxville), we were stopped dead in our tracks on the interstate.  There was an accident ahead (and apparently not too far ahead).  We were grateful that it did not involve our car or us.  For a bit, we remained calm.  We had plenty of extra time.  How bad could it be?

It was bad.  Based on news gleaned from our cell phones, two cars were overturned.  People parked on the highway with us got out of their cars to walk their dogs, etc.  If folks could tolerate the cold, they turned their engines off.  We all amused ourselves with our cell phones.  I finished calculating the grades in one of my classes.  (Grades were due later that morning, and I had planned to send this last set from the airport before we left.)  An hour passed.

Then, the panic set in, a bit.  At about 75 minutes in, with no sign of a change in sight, my husband said: "Should we look into changing our flight?"  Then, it ht me: there would be few seats left on any plane, given bowl games, new year's eve, and (in general) the holiday travel debacle that continued to plague travelers days after the Christmas holiday was ostensibly "in the books."

OrangeBowl2022(I40Traffic)

I engaged with Tom through United Airline's reservations line.  Tom was our savior.  After more than an hour on the phone (seriously--the sun began to rise as we continued to sit in the traffic jam--see the photo above) during which Tom looked for every available flight/series of flights from every fairly local airport into every imaginable airport within driving distance of Miami, Tom found us three seats on a Southwest Airlines flight out of Nashville into Fort Myers.  It would cost us megabucks extra, but it would get in early enough for us to drive the two-plus hours to Hollywood/Miami and still make the game, if all went well.  We took the deal.

Blessedly, all did go well.  After two-plus hours of zero movement on the highway, the cars in front of us began to switch into gear and roll down the interstate once more.  Blessing of all blessings!  After arriving at the airport in Nashville, we were able to reserve a one-day rental car from Fort Myers to Fort Lauderdale at a reasonable price.  And after a relatively uneventful flight (despite the issues Southwest Airlines had experienced earlier in the week), we drove to Hollywood, checked into our hotel, and Uberred to the game.

We missed the alumni tailgate (a favorite pre-game activity of mine), but we arrived in time to explore the Hard Rock Stadium pre-game scene for a bit.  We were all smiles, as you can see from this photo.

OrangeBowl2022(ThreeAmigos)

Then, the adrenaline started flowing.  And it flowed, and flowed,  . . . .  And the Tennessee Vols prevailed over the Clemson Tigers 31-14.

What does any of this have to do with being a business law professor (other than that working for an employer that fields a winning football team provides more motive and opportunity to attend college bowl games)? 

As I have been processing Friday's Orange Bowl trip in my mind and, simultaneously, preparing for a panel discussion I am participating in at the Association of American Law Schools 2023 Annual Meeting later this week (Thursday, 8:00 am - 9:40 am), I realized that there are many leadership lessons in that experience that we can and should be teaching our law students.  Those include assessing the contextual importance of certain leadership attributes (e.g., tenacity, patience, flexibility, resilience) to leadership processes (e.g., effective questioning, resource allocation).  Lawyers are professional and personal leaders, and as I offered in a recently published edited transcript, "[i]n transactional business law, there are so many opportunities to lead, from team work situations involving the drafting and negotiation of merger agreements to diversifying the board of directors . . . ."  I then noted that "any scenario involving business transactional law or practice . . . likely involves at least one circumstance in which change leadership can be taught." (Check out my article on Change Leadership and the Law School Curriculum here.)

In Thursday's program, I will be talking about lawyer leadership and leadership development in the transactional business law space--at UT and more generally. As regular readers know, I have been directing our Institute for Professional Leadership at UT Law since the fall semester of 2020. The curriculum I manage addresses lawyer leadership.  But lawyer leadership is teachable in so many settings and without the need for specialized courses or an articulated curriculum..

The AALS panel is ambitiously (but not unrealistically) entitled "How Transactional Lawyers Can Impact the World."  For those of you who will be at the conference on Thursday, we will be in Marriott Grand Ballroom 11 on the Lobby Level of the North Tower.  The discussion is being moderated by Eric Chaffee, the current chair of the Section on Transactional Law and Skills.  The program description for the session reads as follows:

The theme of this year's annual meeting is "How Law Schools Can Make a Difference." References to social change and the law often beckon forth thoughts of crusading litigators winning important cases in court. This session explores what role transactional attorneys can play in impacting the world and how law students can be prepared to become those type of lawyers.

My co-panelists are an impressive lot, all dear friends in the law academy, with a varied set of perspectives and amazingly strong track records in legal education:

Alina Ball (University of California, Hastings College of the Law)
J. Robert Brown, Jr. (University of Denver Sturm College of Law)
Nicole Iannarone (Drexel University Thomas R. Kline School of Law)
Benjamin Means (University of South Carolina School of Law)

It is such an honor to be included in this group!  I hope to see a number of you who are readers from the law teaching world at the session.  The Q&A part of the program will, I am sure, be illuminating and a strong feature of the session.

Oh, and Go Vols!

January 2, 2023 in Conferences, Joan Heminway | Permalink | Comments (0)

Friday, December 23, 2022

Give Yourself the Gift of Understanding Contract Drafting and Negotiation In Miami or Virtually February 2023

It's the holidays and it's time to treat yourself and members of your team to practical training and fantastic networking in sunny Miami in February. We don't have bomb cyclones down here. The Transactional Skills Program at the University of Miami School of Law couldn't be more excited to host the How to Contract Conference from February 15-17, 2023. 

Thumbnail_ContractsCon Flyer - 1 page (12-23-2022)

  • ContractsCon is a training and networking EXTRAVAGANZA focused on the practical contract drafting and negotiating skills that in-house counsel and contracts professionals need to know. 
  • This event is a zero-fluff, to-the-point training on the nitty-gritty details. ContractsCon includes:
    • speakers who get the in-house experience and can explain why we draft the way we do
    • training centered around provision-level playbooks for you and your company to use when you return to work
    • workshops that provide a deeper dive into more nuanced topics and include interactive group activities
    • ContractsCon Playbook, featuring the advice and drafting approaches discussed at ContractsCon
    • access to How to Contract’s SaaS Contracts Training Library, with 20+ hours of training videos, the Cloud Services Agreement Playbook, and lots more (through March 31, 2023)
    • CLE pending in 26 states for up to 7 hours for virtual ticket holders and up to 13 hours for in-person attendees
  • ContractsCon is an annual training and networking event for in-house counsel and  contract professionals presented by How to Contract and Law Insider and hosted by University of Miami School of Law. This 2-day event will feature over 20 live training sessions with some of the most well-known contract experts.
  • Our promise is to share with you the core skills and expertise you need to work in-house on commercial contracts. All you have to do is show up ready to learn.
  • ContractsCon is designed for in-house lawyers and professionals who want to learn:
    • the insights and techniques needed to handle the commercial contracts filling their inbox every day,
    • how experienced lawyers manage risk, work efficiently, and make the hard decisions in challenging circumstances,
    • WHAT to say, WHY to say it that way, and HOW to reach the best-negotiated deal you can with your contract counterparties.
  • Give us two days of your time and you'll walk away with enhanced skills that enable you to better protect your company and clients. You'll gain more confidence.  You'll finally leave those "I don't know" and "I'm not sure" frustrations behind you. You'll also be able to network with other lawyers and professionals who share your desire to improve your skills and overcome any traces of imposter syndrome. 

Click here to get your ticket. And I'll see you in Miami, mojito in hand (after I do my session, of course).

December 23, 2022 in Conferences, Contracts, Corporations, Current Affairs, Law Firms, Law School, Lawyering, Marcia Narine Weldon, Negotiation | Permalink | Comments (0)

Tuesday, November 15, 2022

SEALS 2023 - Congressional Insider Trading Discussion Group

Co-blogger John Anderson and I are considering submitting a late proposal for the inclusion of a discussion group in the Business Law Workshop for the 2023 annual meeting of the Southeastern Association of Law Schools (SEALS). The 2023 conference is scheduled to be held from July 23 - July 29 at the Boca Raton Resort and Club. A draft title and description for the possible discussion group follow.

Stock Ownership and Trading by Government Officials - Time for Reform?

Allegations of unlawful insider trading by government officials have again been making headlines. Multiple Senators were investigated for suspiciously timed trades in advance of the COVID-19 market collapse. A February 2022 Business Insider article identified members of both houses of Congress hailing from both major political parties who have failed to comply with applicable federal legislation. And a recent poll found that more than three-quarters of American voters think members of Congress have an “unfair advantage” in trading stocks. This discussion group focuses on insider trading by government officials and the need for and nature of possible responses.

Please contact me as soon as possible if you are interested in participating. We need to assemble a group of at least ten folks in total, at least half of whom are from SEALS member schools.  And the program is filling up fast!

November 15, 2022 in Conferences, Joan Heminway, Securities Regulation | Permalink | Comments (0)

Friday, October 7, 2022

How to Contract Conference- February 16-17 in Miami

I had originally planned to post Pt. 2 of the blog post I did a couple of weeks ago, but this announcement is time sensitive.

I'm thrilled to announce that the Transactional Skills Program at the University of Miami School of Law is partnering with Laura Frederick for the second How to Contract conference. It's time sensitive because we are considering holding a side event with a contract drafting and negotiation competition for law students if there's enough interest. If you think you would be interested, please email me at mweldon@law.miami.edu.

For lawyers, there are virtual and live options for the contract conference. I've cut and pasted from the website so you can see why you should come to sunny Miami (and it won't be hurricane season):

It is not about the mega deals.

ContractsCon is about the contracts you work on EVERY DAY. We want to help you learn how to draft and negotiate the deals you see all the time.

Because for every 100-page specialized contract sent to outside counsel, there are thousands of smaller but important ones that in-house counsel and professionals do day in and day out.

ContractsCon focuses on how we manage risk and make the tough decisions with less time and information than we need.

It is not a summary of recent case law.

ContractsCon is about providing actionable advice to help you do the work that you have sitting in your inbox RIGHT NOW.

It's not about case names or citations and we don't get into academic explanations.

ContractsCon focuses on the real-world expertise from experienced practitioners that you need to improve your contract skills and expertise and become better at drafting and negotiating in the real world.

It is not going to put you to sleep.

ContractsCon is about the fun and awesomeness of contracts. We are organizing it to be a true lovefest for everything contracts.  

Why not combine learning about contracts with having fun?

You'll meet other lawyers and professionals passionate about contract drafting and negotiating. Our sessions and workshops feature contracting superstars who love what they do and will share their excitement with you. Plus we're planning a ton of activities on-site and online to keep you engaged. 

ContractsCon is designed for in-house lawyers and professionals who want to learn:

  • the insights and techniques needed to handle the commercial contracts filling their inbox every day,
  • how experienced lawyers manage risk, work efficiently, and make the hard decisions in challenging circumstances,
  • WHAT to say, WHY to say it that way, and HOW to reach the best-negotiated deal you can with your contract counterparties.

Virtual ticket holders get access to 6 HOURS of no-fluff practical contract training by experienced practicing lawyers.

People who attend in person in Miami get 12 HOURS of training, including 6 hours of interactive skills workshops.

I hope to see you in Miami in a few months. Don't forget to follow Laura Frederick on LinkedIn for great contract drafting tips and to let me know whether you and your students might be interested in participating in a contract drafting competition. 

 

 

 

 

 

 

October 7, 2022 in Commercial Law, Conferences, Contracts, Corporations, Law Firms, Law School, Lawyering, LLCs, M&A, Marcia Narine Weldon, Negotiation, Teaching, Unincorporated Entities | Permalink | Comments (0)

Monday, October 3, 2022

The Wit and Wisdom of Tom N.

It was so wonderful to be able to host an in-person version of our "Connecting the Threads" Business Law Prof Blog symposium on Friday.  Connecting the Threads VI was, for me, a major victory in the continuing battle against COVID-19--five healthy bloggers and a live audience!  Being in the same room with fellow bloggers John Anderson, Colleen Baker, Doug Moll (presenting with South Carolina Law friend-of-the-BLPB Ben Means), and Stefan Padfield was truly joyful.  And the topics on which they presented--shadow insider trading, exchange trading in the cloud, family business succession, and anti-ESG legislation--were all so salient.  (I offered the abstract for my own talk on fiduciary duties in unincorporated business associations in last week's post.)  For a number of us, the topic of our presentations arose from work we have done here on the BLPB.

This year, as I noted in my post last week, we had a special guest as our luncheon speaker.  That guest would be known to many of you who are regular readers as "Tom N."  Tom has commented on our blog posts here on the BLPB for at least eight years.  (I rooted around and found a comment from him as far back as 2014.)  And Tom lives right here in Tennessee--in middle Tennessee, to be exact (closer to Haskell Murray than to me).  You can check out his bio here.  I am delighted that we were able to coerce Tom to give up a day of law practice to come join us at the symposium.

The title/topic for Tom's talk was "A Country Boy Busines Lawyer's View from Down in the Weeds."  The talk was, by design, a series of reflections on Tom's wide-ranging business law practice here in the state of Tennessee.  He tries to stay out of the courtroom, but by his own recounting, he has been in court in every county in the state--and Tennessee has 95 counties!  

In the end, Tom ended up offering a bunch of tips for law students and lawyers (both of whom were in attendance at the symposium).  I took notes during Tom's talk.  I have assembled them into a list below.  The key points are almost in the order in which they were delivered.  The stories that led to a number of these snippets of practical advice were priceless.  You had to be there.  Anyway, here is my list, together with a few editorial comments of my own.  Tom can feel free to add, correct, or dispute my notes in the comments!

  • Take tax courses; if you fear they may hurt your GPA, audit them.
  • Use all available resources to get more knowledge.  (Tom indicated that he bought Westlaw/used Practical Law as a solo practitioner for many years but recently gave it up.  he also noted that he regularly reads a number of the law prof blogs.)
  • Be a bar association member and access the resources bar associations provide.  (Tom noted the excellent written materials published by the American Bar Association and the superior continuing legal education programs produced by the Tennessee Bar Association.)
  • “You are going to learn to write in law school.”  (Tom advised focusing on clear, efficient writing—something I just emphasized with my Business Associations students last week.)
  • Publish in the law.  (Tom shared his view that writing in the law improves both knowledge and analysis.)
  • Expect the unexpected, especially in court (e.g., confronting in court transactions in pot-bellied pigs involving a Tennessee nonprofit).  And as a Corollary: "You can't make this stuff up."  The truth often is stranger than anything you could make up . . . .)
  • In business disputes, never assume that an attorney was there on the front end.  (And yes, there was mention of the use by many unknowledgeable consumers of online entity formation services.)
  • As a lawyer, be careful not to insert your own business judgment.  The business decision is the client's to make.
  • Relatedly, let the business people hand you the framework of the deal.
  • Along the same lines: "I am not paying people to tell me I can’t do it; I am paying people to tell me how to do it.”  (As heard by Tom from his father, a business owner-manager.  I think many of us have heard this or learned this—sometimes the hard way . . . .  I do try to prevent my students from learning that lesson the hard way by telling them outright.)
  • And further: “You want to screw up a deal, put the lawyers in the center of it.”
  • As a courtroom lawyer, know the judges and—perhaps more importantly—court clerks!
  • Introduce yourself to everyone; they may be in a position to help you now or later (referencing the time he introduced himself, unknowingly, to John Wilder, the former Lt. Governor of Tennessee, who proceeded to introduce him to the local judges).
  • Preparation for the bar exam is a curriculum of its own.  (That's close to a quote.)
  • “A lot of things go more smoothly of you can get people talking.”  (Tom is more of a fan of mediation than arbitration.)
  • Local rules of court may not be even published; sometimes, you just need to pick up the phone and call the court clerk.  (Another reason to get to know local court clerks!)
  • Developing rapport with a judge is incredibly important to successful courtroom lawyering.
  • Saying "I don’t know" does not hurt anything; in fact, it may help judges/others develop confidence in you and your integrity.
  • Your law school grades will not matter after your first or second job.  Employers will be looking at you and your professional record, not your grades.

I am sure I missed something along the way.  Maybe my fellow bloggers in attendance will have something to add.  But this list alone is, imv, pure gold for students and starting lawyers.

October 3, 2022 in Colleen Baker, Conferences, Corporate Governance, Family Business, Haskell Murray, Joan Heminway, John Anderson, Lawyering, Securities Regulation, Stefan J. Padfield, Unincorporated Entities | Permalink | Comments (1)

Monday, September 26, 2022

UT Law Again Welcomes the Business Law Prof Blog to Knoxville!

After two years of the "Zoom version" of the annual Business Law Prof Blog symposium, Connecting the Threads VI, the live, in-person symposium is back.  Scheduled for this coming Friday, September 30, the symposium features presentations by me and fellow BLPB bloggers John Anderson, Colleen Baker, Doug Moll (with co-presenter and special guest Ben Means), and Stefan Padfield.  The agenda and more can be found here.  UT Law looks forward to hosting this event for a sixth year!

I will be speaking on The Fiduciary-ness of Business Associations.  A brief summary follows.

Fiduciary duty has historically been a core value of statutory business associations.  However, with Delaware leading the charge, limited liability company and limited partnership statutes in some jurisdictions allow equity holders to contractually eliminate fiduciary duties.  In addition, state legislatures in jurisdictions like Wyoming and Tennessee have adopted legislation that allows decentralized autonomous organizations—blockchain-based associations of business venturers—to organize as limited liability companies and avoid statutory fiduciary duties without engaging in private ordering. 

The public policy ramifications of some of these legislative moves have not been fully vetted in traditional ways or have not been completely explored in certain contexts.  Moreover, business lawyers now have more options in advising businesses and their constituents, adding to already complex matrices applicable to choice-of-entity decision making.  This presentation offers a window on recent fiduciary-related legislative developments in business entity law and identifies and reflects on related professional responsibility questions impacting lawyers advising business entities and their owners.

I look forward to seeing my co-bloggers in person, sharing some ideas, and hearing from the commentators--my UT Law colleagues and students.  BLPB commenter Tom N. is making a special appearance as the symposium lunch speaker, too.  It should be a great day all around!

September 26, 2022 in Colleen Baker, Conferences, Joan Heminway, John Anderson, Stefan J. Padfield | Permalink | Comments (1)

Sunday, September 4, 2022

AALS Section on Business Associations - Tuesday Deadline for 2023 Annual Meeting Submissions

Jim Park, Chair of the Section on Business Associations of the Association of American Law Schools recently sent section members a reminder message relating to submissions for the section's program for the 2023 Annual Meeting.  The extended deadline for submissions is Tuesday.  I blogged about the call for papers back in May (the post includes the entire initial call for papers) and am including an excerpted version of Jim's recent message below for ease of reference.

*****

Dear Members of the AALS Business Associations Section:

I am writing to let you know that the deadline for submitting a paper for presentation at our program in San Diego on January 4, 2023 has been extended to Tuesday, Sept. 6, 2022. The topic of the program is Corporate Governance in a Time of Global Uncertainty. Please send all submissions to Mira Ganor at mganor@law.utexas.edu with the words "AALS - BA- Paper Submission" in the subject line of your submission email. . . .

Thanks, Jim

*****

I hope folks whose research addresses the call will send along their work for consideration.  The annual meeting program often is a great way to jumpstart the new semester and generates ideas for future scholarship and collaborations.  Both presenters and audience members benefit in these and other ways.

September 4, 2022 in Call for Papers, Conferences, Joan Heminway | Permalink | Comments (0)

Monday, August 8, 2022

Corporations as Political Actors - SEALS 2022

Another semester teaching business associations law is just around the corner. In fact, our fall semester begins next week.  This post is dedicated to those who, like me, are prepping for and teaching that course this semester.

I was invited to participate in a discussion group entitled "Pressure on and Backlash against Corporations as Political Actors" at the 2022 Southeastern Association of Law Schools (SEALS) annual conference last week.  The description for the session is as follows:

When businesses wade into political issues like abortion, the environment, gun control, LGBTQ rights, Black Lives Matter, and international affairs, they potentially face consumer backlash and even governmental retribution. Remaining silent can also be risky, potentially upsetting other consumers and employees. And silence/inaction is not always an option: either a business remains in Russia after its invasion into Ukraine or closes its operations there, sometimes at considerable expense. This discussion group will analyze these issues from corporate, tax, policy, electoral, and constitutional law perspectives. Should businesses like Nike, McDonalds, Disney, and Ben & Jerry’s take political stances, stay out of politics altogether, focus on profits or something broader, and what are the practical and legal ramifications of these views? More broadly, what is the proper role of the corporation in society?

As you might guess from the program description, the discussion generated broadly (and, in cases, deeply) divergent viewpoints and engaging conversation.  I offer here a rough summary (constructed from my talking points) of my personal "opener" from the session for everyone to poke at.  Enjoy!

+++++

SEALS 2022
Pressure on and Backlash against Corporations as Political Actors

My thesis is that corporations come at political engagement as a natural implication of corporate theory, policy, doctrine, and practice. My work intersects with and addresses this claim in a number of ways.

Corporate boards have complex tasks. Corporate directors’ and officers’ fiduciary duties are, in most contexts in most states, owed to the corporation. So, understanding what the corporation is—as a matter of theory, policy, legal doctrine, and law practice—is critical. And folks have different views on that . . . .

My perspective?  Corporations are aggregations of constituencies managed by a board of directors acting alone or through corporate officers to manage and serve those various constituencies. The constituencies include shareholders, debt holders, and other security holders. They include employees. They include suppliers, customers/clients, state, local, and national governments. My perspective is, perhaps, closest to the team production theory articulations in which the board is the mediating hierarch.

My views are rooted in the notion that corporate law exists to facilitate individuals in conducting business—business that is critical to our lives. They also are rooted in corporate doctrine, which hands overall management responsibility to the board of directors—corporations are managed by or under the direction of the board under all state statutes. Finally, my views are framed by 15 years of work on teams of lawyers that advised corporate boards—where we did not blindly advise directors that shareholders always come first in every board decision (noting a primary shareholder allegiance in certain contexts, including certain M&A transactions--especially those involving Delaware public corporations).

Corporate theory views the corporation in many different ways. And there are differences in state law—Delaware corporate law in the public company context is different from, e.g., Tennessee corporate law in the public and private company contexts.  Talking in generalities in these regards is not helpful to a complete understanding.

It also bears mentioning that corporations are alternatives to government in providing for us and regulating our affairs in certain social and economic settings. Notably, corporations and other business associations are primary providers of health and welfare benefits, which are supplied by governments in other countries. 

Thus, as servants to a variety of corporate constituencies and as statutory entities bearing systemic social and economic responsibility (for, e.g., employee health and welfare), corporations are natural political actors. But imv, they are not actors with a particular political viewpoint.  Any political viewpoint expressed by a corporation optimally results from the board's careful consideration of the corporation's obligations to its various constituencies.

August 8, 2022 in Conferences, Corporate Governance, Corporations, Joan Heminway | Permalink | Comments (0)

Sunday, July 24, 2022

Penn Law Business and Financial Law Workshop for Junior Faculty

INSTITUTE FOR LAW & ECONOMICS (ILE)
AT
THE UNIVERSITY OF PENNSYLVANIA CAREY LAW SCHOOL

INAUGURAL JUNIOR FACULTY BUSINESS AND FINANCIAL LAW WORKSHOP

CALL FOR PAPERS

The Institute for Law & Economics (ILE) at The University of Pennsylvania Carey Law School is pleased to announce its inaugural Junior Faculty Business and Financial Law Workshop. The Workshop will be held in person on December 8, 2022 at Penn Law School, unless pandemic protocols require otherwise.

The Workshop supports and recognizes the work of untenured legal scholars in accounting, banking, bankruptcy, corporations, economics, finance and securities regulation and litigation, while promoting interaction among them and selected tenured faculty and practitioners. By providing a forum for the exchange of creative ideas in these areas, ILE also aims to encourage new and innovative scholarship in the business and financial arena.

Approximately 6-8 papers will be chosen from those submitted for presentation at the Workshop pursuant to this Call for Papers. At the Workshop, one or more senior scholars and practitioners will provide comments , followed by a general discussion of each paper among all participants. The Workshop audience will include invited untenured academics, faculty from Penn Law School, Penn’s Wharton School and other institutions, practitioners, and invited guests.

Scholars who hold a full time academic appointment but have not yet received tenure as of the submission date are cordially invited to submit summaries or drafts of their papers. Although work that is published work or is expected to be published by the date of the Workshop is not eligible for submission, submissions may include work that has been accepted for publication so long as such work is still capable of incorporating substantive edits. ILE will cover reasonable travel/ hotel and meal expenses of all selected presenters.

Those interested in presenting a paper at the Workshop should submit an abstract, summary or draft, preferably by e-mail, on or before September 1, 2022. Direct your submission, along with any inquiries related to the Workshop, to:

Professor Lisa M. Fairfax
University of Pennsylvania Carey Law School
3501 Sansom Street Philadelphia, PA 19104-6204
fairfaxl@law.upenn.edu

Submissions will be selected after review by the ILE co-directors . Authors of accepted submissions will be notified by October 7, 2022. Please feel free to pass this Call for Papers along to any colleagues who may be interested.

July 24, 2022 in Conferences, Joan Heminway | Permalink | Comments (0)

Monday, July 18, 2022

Stakeholder Thread at the Global Meeting on Law and Society

Greetings from Cervera, Spain.  As you know from my post last week, I am traveling in the Catalonia region of Spain for a few days this week after the 2022 Law and Society Association Global Meeting on Law and Society, which was held in Lisbon, Portugal this year.  I have the blessing of staying with a friend (whom I met through Zoom mindful yoga practices during the pandemic) in her private home.

I want to offer a quick post this week to reflect on what turned out to be a mini-theme in the presentations I attended at the Global Meeting on Law and Society.  That mini-theme was, perhaps unsurprisingly, corporate stakeholderism.  (And I note with some interest that Stefan has recently written and blogged on an aspect of corporate stakeholderism as well.)  The following programs from the collaborative research network (CRN) to which I belong picked up on this theme, in one way or another:

  • an entire paper panel entitled: "Corporations, Shareholders, and Other Stakeholders," which featured academic work focusing on corporate governance and finance from a number of different stakeholder perspectives;
  • a roundtable discussion entitled "Corporations & Engendering Public Trust," billed as a session that "brings together corporate law experts to investigate how information and communications with stakeholders, investors, and the market can enhance trust in corporations and the corporate sector as a whole";
  • an Author Meets Reader session celebrating Reconstructing the Corporation: From Shareholder Primacy to Shared Governance (2021), co-authored by Grant Hayden and Matt Bodie (which, as many of you likely know, takes a hard look at the current state of corporate governance and offers a new model in which shareholders and employees play a stronger role);
  • a paper panel entitled, "Corporations and Society," which featured Grant and Matt's new paper, Democratic Participation as Corporate Purpose;
  • a roundtable session entitled "Present and Future of Corporations in Society," which addressed ways in which corporate law and securities regulation impact the relationship of corporations to environmental and social concerns; and
  • a roundtable entitled "Awakening Capitalism," catalyzed by Alan Palmiter's Capitalism, heal thyself essay (which I wrote about in an earlier post).

Of course, papers and commentary in other programs and papers also raised the stakeholderism theme and related issues.  And, of course, the prominence of this theme may not be news to any of you, given the central role that ESG has been playing in recent corporate finance and corporate governance discussions.  Finally, of course, I may be suffering from anchoring, an immediacy effect, or other cognitive biases in identifying this substantive thread that tied together so many programs and presentations.  Yet, I do not remember a dominant theme like this emerging from our CRN's programming in the past.  In any event, it seems we should be looking out for a bunch of business law research publications in the coming months that offer insights on stakeholder rights, opportunities, and concerns . . . .

July 18, 2022 in Conferences, Corporate Finance, Corporate Governance, Joan Heminway | Permalink | Comments (2)

Monday, July 11, 2022

2022 Law and Society Association - 7th Global Meeting on Law and Society

image from www.lawandsociety.orgLast night, I happily found myself sitting at a café table above the River Douro in Porto, Portugal (see photo below) as part of a two-day hiatus before the Global Meeting on Law and Society in Lisbon.  I look forward to the conference and the rest of my time in this beautiful country.  Viva Portugal!

I am participating in a number of programs over the course of the conference as part of CRN 46 (Corporate and Securities Law in Society), a Law and Society Association collaborative research network that started as a female business law prof group that routinely organized programs at the annual conferences of the Law and Society Association.  I am very proud of this heritage.  The group continues to promote and support the scholarship of women and other underrepresented populations in the business law scholarly realm.

I no doubt will have more to say about the meeting once it has ended and I am back in the United States.  (I also am taking a personal trip to the Catalonia region of Spain before I return to Knoxville.)  But for today, I will offer information about my academic paper presentation at the conference.

On Saturday, July 16, I will present my paper entitled "Criminal Insider Trading in Personal Networks."  This piece was written for the 2022 Stetson Business Law Review symposium, held back in February, and will be published in a forthcoming issue of this new student-edited business law  journal.  (Readers may recall that I posted a call-for-papers almost a year ago for the symposium.) The abstract I posted for the Global Meeting on Law and Society is set forth below.

This article describes and makes observations about a proprietary data set comprising criminal insider trading prosecutions brought between 2008 and 2018. The core common element among these cases is that they all involve tipper-tippee insider trading or misappropriation insider trading involving friends or family members (rather than business connections). The ultimate objectives of the article are (1) to understand and comment on the nature of the friends-and-family criminal insider trading cases that are prosecuted and (2) to posit reasons why friends and family become involved in criminal tipping and misappropriation. Observations will include insights founded in legal doctrine, theory, and policy as well as psychology and sociology. The article is part of a larger project on friends-and-family insider trading cases.

As I work on finishing a paper on my larger project describing the entirety of the data set that I have been working on for the past few years (with several cohorts of students, who deserve massive credit), it seemed interesting--and potentially important--to share this piece of the puzzle with the Stetson Business Law Review symposium attendees and the audience at the Global Meeting on Law and Society.  I hope to get new insights on the article as well as the larger project from the audience at this international presentation.  Of course, if anyone who is not attending the meeting or this particular session has relevant thoughts on the article or the overall project, I welcome them.  Feel free to ask for a draft.

Saúde! (Toasting to your health, in Portuguese, with some vinho verde, also pictured below.)

Me(PortoCafe-July2022)

VinhoVerde(July2022)

 

July 11, 2022 in Conferences, Joan Heminway, Research/Scholarhip, Securities Regulation, Travel, White Collar Crime | Permalink | Comments (0)

Tuesday, July 5, 2022

University of Pennsylvania Law Review - Debt Markets Symposium Call for Papers

This came in from our student editor and faculty friends at Penn Law:

The University of Pennsylvania Law Review will host its annual symposium on Friday, October 7, 2022, in-person. This year’s topic, “Debt Market Complexity: Shadowed Practices and Financial Injustice,” will explore the rise of increasingly complicated debt structures associated with private equity. We are issuing a call for papers for publication in the Law Review’s corresponding symposium issue.

To submit a paper for consideration, please provide an abstract no longer than 750 words to symposium@pennlawreview.com by July 31, 2022. If selected for publication, completed drafts will be due January 1, 2023. 

The complete call for papers, which includes more detail, is available here.

This looks like a great topic for a program!  I know many of you out there work routinely in the debt space from a variety of perspectives.  I hope you will consider submitting.

July 5, 2022 in Call for Papers, Conferences, Joan Heminway | Permalink | Comments (0)

Monday, June 20, 2022

So much to say today . . . .

NBLS2022(OULawPhoto)

Having just come back from the first in-person National Business Law Scholars Conference since 2019 (at The University of Oklahoma College of Law, pictured here), I have many thoughts swirling through my head.  I always love that conference.  The people, whom I dearly missed, are a big part of that. And Megan Wischmeier Shaner was an awesome planning committee host. But the ideas that were shared . . . .  Wow. So many great research projects were shared by these wonderful law teachers and scholars!  Over time, I hope to share many of them with you.  

But for today, I want to focus on one thing that I heard in a few presentations at the conference: that the shareholder wealth maximization norm is and always has been the be-all and end-all of corporate purpose and board decision making. I am posting on that topic today not only because of my engagement with the conference, but also because the issue is implicated in Ann's post on Saturday (Bathrooms are About Stakeholders) and by Stefan's post yesterday (ESG & Communism?). I want to focus on a part of Stefan's post (and Stefan, you may that issue with my remarks here, based on your response in the comments to your post), but I promise to work in a reference to Ann's post, too, along the way.

Like Paul, I am somewhat troubled by the connections made in abstract for the article featured in Stefan's post—albeit perhaps for different reasons. I will read the article itself at some point to learn more about the issues relating to the Fed. And I agree with Stefan's commentator Paul that the Elizabeth Warren reference in the abstract is a bit of a stalking horse. I want to address here, then, only the asserted corroboration of an “incipient trend” offered as an aside at the end of the abstract excerpted in Stefan's post.

As readers may know from my published work and commentary on the BLPB, I do not accept that there is a legal duty to maximize shareholder wealth embedded in corporate law. (Articles have pointed out that the shareholder wealth maximization mantra has not existed consistently over the course of corporate history, but I will leave commentary on that literature for another day.) Regardless, to be sustainable, a corporation must make profit that inures to the benefit of shareholders, while also understanding and being responsive to the corporation's other shareholder commitments—commitments that may vary from corporation to corporation. But that does not mean that the board must maximize shareholder wealth, especially in each and every board decision. (Let's leave Revlon duties aside, if you would, for these purposes.). It also does not mean that shareholder wealth is properly ignored in corporate decision making, but in my experience, few firms actually completely ignore short-term and long-term effects on shareholder wealth in making decisions.

In essence, the standard shareholder wealth maximization trope would have us believe that the board's task is too simple, as I have noted in some of my work. A compliant, functional board engaged in corporate decision making first needs to understand as well as it can the firm's business and the markets in which the firm operates and then needs to assess in that context how the corporation should proceed. Some of the board's decisions may require it taking a stand on what have (regrettably, imv) become highly politicized social justice and commercial issues. It involves weighing and balancing. It is hard work. But that is the board's job. The board may want to inform itself of which political party likes what (especially as it relates to its various constituencies), but the board's decisions ultimately need to be made in good faith on the basis of what, after being fully informed in all material respects, they collectively believe to be in the best interest of the corporation (including its shareholders).

Some folks seem to ignore that reality. Instead, they assume (in many cases without adequate articulated foundation) that a board is catering to or rejecting, e.g., ESG initiatives based on a political viewpoint. I have more faith in corporate boards than that. I urge people to check those assumptions before making them (and to leave their own political preferences behind in doing so). Although I have seen a few dysfunctional boards in my 37 years as a lawyer and law professor, I have seen many more that are looking out for the long-term sustainability of the firm for the financial and other benefit of shareholders. That does require that employee interests, customer/client interests, and the interest of other stakeholders be understood and incorporated into the board’s decision making. Ann seems to agree with this last point when she writes in her post that: "despite occasional rhetoric to the contrary, it may very well be profit-maximizing to bow to employee demands; it doesn’t mean the CEO is pursuing a personal political agenda, it simply means that restive employees make a company difficult to run."

In concluding, I do not see an “incipient trend” or any “diametric opposition” of the kind noted in the abstract posted by Stefan. I also see board (and overall corporate management) support for ESG—although I admittedly am not a fan of looking at all the E, S, and G together—as the probable acknowledgement of an economic or financial reality in or applicable to those firms. Economies and markets are changing, and firms that do not respond to those changes one way or another will not survive. And that will not inure to the benefit of shareholders or other corporate stakeholders. The Business Roundtable Statement on the Purpose of the Corporation acknowledges the importance of corporations in our local, national, and global economies and, in light of that, articulates management’s recognition of the need to create sustainable economic and financial symbiosis through the firm's decision making: “Each of our stakeholders is essential. We commit to deliver value to all of them, for the future success of our companies, our communities and our country.”

As scholars, we should recognize the realities of the boardroom and of firm management in general, which optimally involve complex, individualized decision-making matrices. Moreover, as we theorize about, and assess the policy objectives of, the laws we study and on which we comment, we should keep those realities in mind. Rather than assuming why boards (and C-suite officers, for that matter) act the way they do based on our theoretical and political viewpoints, we should interrogate their management decisions thoroughly, understanding and critiquing the actual bases for those decisions and, when possible, suggesting a "better way."

Thanks to the National Business Law Scholars Conference participants for their stimulating presentations and to Ann and Stefan for their posts. I hope that this post serves to illuminate my perspective on shareholder wealth maximization a bit. The conversation is important, even if a common understanding may not be forthcoming.

June 20, 2022 in Ann Lipton, Conferences, Corporate Governance, Corporations, Joan Heminway, Management, Stefan J. Padfield | Permalink | Comments (4)

Friday, June 10, 2022

Why Transactional Lawyers Need to Educate Themselves on Compliance

Prior to joining academia, I served as a compliance officer for a Fortune 500 company and I continue to consult on compliance matters today. It's an ever changing field, which is why I'm glad so many students take my Compliance, Corporate Governance, and Sustainability course in the Fall. I tell them that if they do transactional or commercial litigation work, compliance issues will inevitably arise. Here are some examples: 

  • In M&A deals, someone must look at the target's  bribery, money laundering, privacy, employment law, environmental, and other risks
  • Companies have to complete several disclosures. How do you navigate the rules that conflict or overlap?
  • What do institutional investors really care about? What's material when it relates to ESG issues?
  • What training does the board need to ensure that they meet their fiduciary duties?
  • How do you deal with cyberattacks and what are the legal and ethical issues related to paying ransomware?
  • How do geopolitical factors affect the compliance program?
  • Who can be liable for a compliance failure?
  • What happens when people cut corners in a supply chain and how can that affect the company's legal risk?
  • What does a Biden DOJ/SEC mean compared to the same offices under Trump?
  • Who is your client when representing an organization with compliance failures?
  • and so much more

I'm thrilled to be closing out the PLI Compliance and Ethics Essentials conference in New York with my co-panelist Ben Gruenstein of Cravath, Swaine, & Moore. It's no fun being the last set of presenters, but we do have the ethics credits, so please join us either in person or online on June 28th. Our areas of focus include:

  • Risk assessment, program assessment, and attorney-client privilege
  • Ethical obligations for lawyers and compliance officers
  • Which compliance program communications can (and should) be privileged?

In addition to discussing the assigned issues, I also plan to arm the compliance officers with more information about the recent trend(?) of Caremark cases getting past the motion to dismiss stage and compliance lessons learned from the Elon Musk/Twitter/Tesla saga. 

Here's the description of the conference, but again, even if you're not in compliance, you'll be a better transactional lawyer from learning this area of the law. 

Compliance and ethics programs are critically important to the success of any organization. Effective programs allow organizations to identify and mitigate legal risks. With an increasingly tough enforcement environment, and greater demands for transparency and accountability, an effective compliance program is no longer just “nice-to-have.” It’s essential. 

Whether you are new to the area or a seasoned compliance professional, PLI’s program will give you the tools you need to improve your organization’s compliance program.  We will review the principal elements of compliance programs and discuss best practices and recent developments for each.  Our distinguished faculty, drawn from major corporations, academia, law firms and the government, can help you improve your program, increase employee awareness and decrease legal risk.  Compliance and Ethics Essentials 2022 is highly interactive and includes case studies, practical tools and real-time benchmarking.

What You Will Learn 

  • Designing and conducting effective compliance risk assessments that enhance your program
  • Structuring your program for appropriate independence and authority
  • The evolving role of the board
  • ESG and your compliance program
  • Using data analytics to improve your program
  • Encouraging reporting and investigating allegations of wrongdoing
  • Best practices in compliance codes, communications, training and tools
  • Ethics for compliance professionals

Who Should Attend

If you are involved in any aspect of corporate compliance and ethics as in-house counsel, a compliance and ethics officer, human resources executive, outside counsel, or risk management consultant, this event should be on your annual calendar.

Special Feature: Special luncheon presentation with guest speaker

If you do come to the conference, I would love to grab a cup of coffee with you, so reach out.

June 10, 2022 in Compliance, Conferences, Consulting, Corporate Governance, Corporate Personality, Corporations, CSR, Current Affairs, Ethics, Financial Markets, Lawyering, Legislation, M&A, Marcia Narine Weldon | Permalink | Comments (0)

Monday, May 16, 2022

AALS Section on Business Associations - Call for Papers for 2023 Annual Meeting

Dear Section Members --

On behalf of the Executive Committee for the AALS section on Business Associations, I'm writing with details of our two sessions at the 2023 AALS Annual Meeting, which will be held in San Diego, CA from January 4-7, 2023.

First, our main program is entitled, "Corporate Governance in a Time of Global Uncertainty.” We anticipate selecting up to two papers from this call for papers. To submit, please submit an abstract or a draft of an unpublished paper to Professor Mira Ganor, mganor@law.utexas.edu, on or before Friday, August 19, 2022. Authors should include their name and contact information in their submission email but remove all identifying information from their submission. Please include the words “AALS - BA- Paper Submission” in the subject line of your submission email.

Second, we are excited to announce that we will again hold a "New Voices in Business Law" program, which will bring together junior and senior scholars in the field of business law for the purpose of providing junior scholars with feedback and guidance on their draft articles. Junior scholars who are interested in participating in the program should send a draft or summary of at least five pages to Professor Summer Kim at skim@law.uci.edu on or before Friday, August 19, 2022. The cover email should state the junior scholar’s institution, tenure status, number of years in his or her current position, whether the paper has been accepted for publication, and, if not, when the scholar anticipates submitting the article to law reviews. The subject line of the email should read: “Submission—Business Associations WIP Program.”

For further details on both sessions, please see the attached calls for papers. [Ed. Note: the calls for papers are included below.]

Thank you,

James Park
Chair, AALS Business Associations Section

+++++

Call for Papers for the
Section on Business Associations Program on
Corporate Governance in a Time of Global Uncertainty
January 4-7, 2023, AALS Annual Meeting

The AALS Section on Business Associations is pleased to announce a Call for Papers for its program at the 2023 AALS Annual Meeting in San Diego, CA. The topic is Corporate Governance in a Time of Global Uncertainty. Up to two presenters will be selected for the section’s program.

Businesses are operating at an exceptional level of global uncertainty.  Mounting pressures from myriad fronts leave boards of directors to navigate new frontiers while maneuvering lingering challenges.  In addition to adjusting to uncertain economic and financial implications of geopolitical events and the global pandemic, businesses are asked to assume a distinct social role.  Proliferation of calls for corporate disengagement from certain states comes amidst continued disruption in supply chains and mounting diversity, inequality, climate, and cybersecurity challenges, as well as increased disclosure requirements.  This panel will explore the implications of global uncertainty on corporate governance and the role of corporations and their boards in these changing times.

Submission Information:

Please submit an abstract or a draft of an unpublished paper to Mira Ganor, mganor@law.utexas.edu, on or before Friday, August 19, 2022.  Authors should include their name and contact information in their submission email but remove all identifying information from their submission.  Please include the words “AALS - BA- Paper Submission” in the subject line of your submission email.  Papers will be selected after review by members of the Executive Committee of the Section.  Presenters will be responsible for paying their registration fee, hotel, and travel expenses.

We recognize that the past couple of years have been incredibly challenging and that these challenges have not fallen equally across the academy.  We encourage scholars to err on the side of submission, including by submitting early stage or incomplete drafts.  Scholars whose papers are selected will have until December to finalize their papers.   

Please direct any questions to Mira Ganor, the University of Texas School of Law, at mganor@law.utexas.edu.

+++++

Call for Papers
AALS Section on Business Association
New Voices in Business Law
January 4-7, 2023, AALS Annual Meeting

The AALS Section on Business Associations is pleased to announce a “New Voices in Business Law” program during the 2023 AALS Annual Meeting in San Diego, CA. This works-in-progress program will bring together junior and senior scholars in the field of business law for the purpose of providing junior scholars with feedback and guidance on their draft articles.  To complement its other session at the Meeting, this Section is especially interested in papers relating to corporate governance in a time of global uncertainty, but it welcomes submissions on all business-related topics.

PROGRAM FORMAT:  Scholars whose papers are selected will provide a brief overview of their paper, and participants will then break into simultaneous roundtables dedicated to the individual papers.  Two senior scholars will provide commentary and lead the discussion about each paper.

SUBMISSION PROCEDURE:  Junior scholars who are interested in participating in the program should send a draft or summary of at least five pages to Professor Summer Kim at skim@law.uci.edu on or before Friday, August 19, 2022.  The cover email should state the junior scholar’s institution, tenure status, number of years in his or her current position, whether the paper has been accepted for publication, and, if not, when the scholar anticipates submitting the article to law reviews.  The subject line of the email should read: “Submission—Business Associations WIP Program.”

Junior scholars whose papers are selected for the program will need to submit a draft to the senior scholar commentators by Friday, December 9, 2022.

ELIGIBILITY:  Junior scholars at AALS member law schools are eligible to submit papers.  “Junior scholars” includes untenured faculty who have been teaching full-time at a law school for ten or fewer years.  The Committee will give priority to papers that have not yet been accepted for publication or submitted to law reviews. 

Pursuant to AALS rules, faculty at fee-paid non-member law schools, foreign faculty, adjunct and visiting faculty (without a full-time position at an AALS member law school), graduate students, fellows, and non-law school faculty are not eligible to submit.  Please note that all presenters at the program are responsible for paying their own annual meeting registration fees and travel expenses.

May 16, 2022 in Business Associations, Call for Papers, Conferences, Corporate Governance, Family Business, Research/Scholarhip | Permalink | Comments (0)

Thursday, May 5, 2022

SEALS 2022, Elon Musk, and Cinco de Mayo

The Southeastern Association of Law Schools is holding its annual conference in Sandestin, Florida from July 27 through August 3.  The current draft program is available here.  I hope a number of you are planning to come.

In addition to my usual co-moderation (with the inimitable John Anderson) of an insider trading discussion group at the conference, I am looking to moderate the following discussion group:

Elon Musk and the Law

Moderator: Joan Heminway, The University of Tennessee College of Law

Enigmatic entrepreneur Elon Musk has found himself—and his businesses and his family—in the crosshairs of law and regulation. The legal and regulatory issues span a wide range, including First Amendment questions, securities disclosure challenges, legal contests involving the name of his son born in 2020 (with the musician Grimes), and more. This discussion group aims to identify, classify, and analyze these legal and regulatory interactions and interpret their effects on law reform, regulatory entrepreneurship, legal and administrative process, business venturing, and other areas of inquiry. Comparisons to and contrasting views of other public figures and their legal and regulatory tangles may be explored in the process.

Email me if you are interested in participating.

Also, I wish all a feliz Cinco de Mayo.  Wikipedia reminds me that Cinco de Mayo is both a celebration of Mexican-American food and culture in the United States and a commemoration of "Mexico's victory over the Second French Empire at the Battle of Puebla in 1862." The Wikipedia article notes that "[t]he victory of a smaller, poorly equipped Mexican force against the larger and better-armed French army was a morale boost for the Mexicans."  Ukraine immediately comes to mind.  And I guess (feebly tying all this back to Elon Musk) one could take the view that a smaller, poorly equipped Twitter lost out to a larger and better armed acquiror in it recent kerfuffle-turned-takeover-battle with Elon Musk . . . .  I know many of us will continue to have commentary on the Twitter acquisition as the transaction proceeds.

May 5, 2022 in Conferences, Joan Heminway, John Anderson | Permalink | Comments (2)

Friday, March 25, 2022

Post-pandemic evolution, change management, and the role of in-house counsel

Join me in sunny Miami on April 26 for this in-person conference featuring outside counsel, inhouse practitioners, and academics. 

Panel topics include:

Change Management: The Legal Department of the Future -  More and more, in-house legal departments are employing new hybrid and remote work models, incorporating artificial intelligence and technology in their workflows, and restructuring and absorbing new teams after mergers, acquisitions, and divestitures. This panel discussion will focus on how the in-house legal department can be a champion in leading successful developmental and transformational change by implementing change management best practices to be effective and efficient, remaining client-focused, and being a trusted business advisor.

Remote Work:  Accelerated Adoption and Related Challenges - Which option would you choose: on-site, hybrid, or virtual? We will discuss the pros and cons of remote work arrangements, including the challenges of implementing a remote work policy in Latin America where the legal framework is a complex patchwork of requirements, as well as the strategies for creating culture and building a team in a remote work environment.

Counseling the Board of Directors (the panel I'm on)-  This panel will focus on issues that arise when counseling the board of directors and address important topics, including governance, ethics, fiduciary duties, director liability, best practices (diversity and environmental, social, and governance (ESG)), privileged insurance, and D&O insurance all in the context of private and public companies operating in the United States and Latin America.

Supply Chain: Challenges and Opportunities- Lessons learned from recent disruptions in global supply chains will shape crossborder business in the coming years. Our panel will discuss short- and long-term challenges and opportunities in supply chain management and logistics, as well as practical strategies for using technology, contractual protections, and risk-transfer solutions to overcome future supply-chain challenges.

What Is Your Company’s ESG Score? This panel will discuss the origins of climate change management, sustainability and how to operationalize it at your company, as well as how to transition to a low-carbon economy— including standards and disclosures. Panelists will also discuss the importance of implementing mechanisms to adopt a company’s ESG score as an ethical obligation to company commitments and as a governance imperative.

Click here to register.

If you make it down to Miami, I promise to buy you a mojito or cafecito. And don't worry, hurricane season doesn't start until June. 

 

March 25, 2022 in Compliance, Conferences, Corporate Governance, Corporate Personality, Corporations, CSR, Current Affairs, Ethics, Financial Markets, International Business, Law Firms, Lawyering, Marcia Narine Weldon | Permalink | Comments (0)