Monday, March 11, 2019

Call for Papers - Takeovers and Value Creation: Comparative Perspectives

This "just in" from BLPB friends Beate Sjåfjell and Afra Afsharipour:

We are thrilled to co-organise a workshop at UC Davis School of Law on 26 April 2019, with the aim of facilitating an in-depth comparative analysis of the relationship between takeovers and value creation.

We invite submissions on themes concerning takeovers and value creation from any jurisdiction around the world as well as comparative contributions. Themes include but are not limited to:

What are the implications of a takeover on sustainability efforts?

What is the scope for using sustainability arguments as a defense by the target board in a takeover?

What should be the role of the bidder board?

What are the implications of large M&A transactions for building/growing a culture of sustainability at a firm?

Is there a distinct difference between planned mergers and uninvited takeovers?

How could takeovers be regulated to promote sustainable value creation?

We especially encourage female scholars and scholars from diverse backgrounds to submit abstracts. Participation at the workshop will be limited to the presenters, to facilitate in-depth discussions. Deadline for submission of abstracts: 27 March 2019!

Please feel free to send this call for papers on to colleagues who may be interested, and don’t hesitate to get in touch if you have any questions!

This looks like a great opportunity for those of us who work in the M&A space.  But the deadline is fast upon us!  Another thing to consider as a Spring Break activity . . . . 

March 11, 2019 in Call for Papers, Conferences, Corporate Finance, Joan Heminway, M&A | Permalink | Comments (0)

Friday, March 8, 2019

Call for Papers: Finance for Sustainability (Daughters of Themis)

Received today from BLPB friends Beate Sjåfjell and María Jesús Muñoz Torres:

Happy International Women’s Day! We celebrate this day by issuing the call for papers for the 5th international workshop of Daughters of Themis: International Network of Female Business Scholars. The theme is Finance for Sustainability; a highly topical theme! The deadline is 26 March, and we hope that the brief window of opportunity will be large enough for all interested to respond.

We appreciate if you would circulate this call to any interested colleagues identifying as female business scholars, including junior scholars (PhD candidates) as well as colleagues in lower-income countries. Please note that we this year do have some, very limited, funds available so that we can contribute to the funding for one or two participants based on financial hardship.

For those unfamiliar with Daughters of Themis: our annual workshop is the heart of our network, and you can read more here, reporting back from our three last workshops here: 2018, 2017 and 2016.

Please feel free to contact Beate or María Jesús with any questions you might have.

Unfortunately, this workshop overlaps a bit with the Grunin Center's annual conference (which focuses in on "Legal Issues in Social Entrepreneurship and Impact Investing").  But if you are a business finance/law person who focuses on sustainability, you should be at one event or another!  

March 8, 2019 in Business Associations, Call for Papers, Conferences, Corporate Finance, Joan Heminway, Social Enterprise | Permalink | Comments (0)

Tuesday, February 19, 2019

Conference Announcement -- Artificial Intelligence: Thinking About Law, Law Practice, and Legal Education

ARTIFICIAL INTELLIGENCE:

Thinking About Law, Law Practice, and Legal Education

Hosted by the Duquesne University School of Law

Pittsburgh, Pennsylvania

Friday & Saturday, April 26-27, 2019

Developments in artificial intelligence are changing virtually all aspects of our world, ranging from autonomous vehicles to robotic surgery, and from smartphones to smart speakers.  Lawyers, legal educators, and policymakers are already experiencing the effects of computers that aid and, in some cases, replace the often-tedious work done by lawyers and other members of society.  Law school graduates will need to understand how intelligent systems can enhance and streamline the work that they do, and how their careers may be changed in the future.  Furthermore, artificial intelligence technology will likely call for greater government oversight, result in new laws, and trigger litigation. 

This two-day conference will feature presentations by educators, practitioners, policymakers, and computer scientists that will demonstrate how the development of artificial intelligence is affecting society, the law, the legal profession, and legal education.   The Duquesne Law Review will dedicate space in its Winter 2019 symposium issue to publishing papers from this conference. 

Presenters & Agenda, Day One (Law and Law Practice):

  • Dean Alderucci (Carnegie Mellon Univ.): Customized Artificial Intelligence Techniques for the Patent Field
  • Kevin Ashley (Univ. of Pittsburgh): Connecting Case Texts and Computational Models of Legal Reasoning
  • Kristen Baginski (Lexis): Lexis Advance and the Use of AI and Analytics: A Brief Overview of Recent and Upcoming AI and Analytic Enhancements to the Lexis Advance Platform
  • Kishor Dere (Indian Society of International Law): Role of Artificial Intelligence in Predicting the Speed and Results of Judicial Decision-Making
  • Tabrez Y. Ebrahim (California Western Univ.): Autonomous Vehicles Ethics & Law: An Artificial Intelligence Trolley Problem
  • Brian S. Haney (Martian Technologies): The Optimal Agent: The Future of Autonomous Vehicles & Liability Theory
  • Patrick Juola (Duquesne Univ.): Specificity and Sensitivity in Discovery: What Artificial Intelligence Can Offer
  • Ganes Kesari (Gramener, Inc.): Smart Contract Risk Identification with AI
  • Timothy Lau, Esq. (Federal Judicial Center): Educating Federal Judges on AI
  • Oliver Round, Esq., Seema Phekoo, Esq., & Kyle Johnson (BNY Mellon), & Scott Curtis (Deloitte LLP): Practical Applications of Artificial Intelligence and Machine Learning in Corporate Legal Departments
  • Emile Loza de Siles, Esq. (Technology & Cybersecurity Law Group): Algorithmic Justice: A New Proposal Toward the Identification and Reduction of Discriminatory Bias in Artificial Intelligence Systems
  • Igor Vuletić (Josip Juraj Strossmayer Univ.): Criminal Law Facing Challenges of Autonomous Technology: Who Is Liable for a Traffic Accident Caused by an Autonomous Vehicle?

Presenters & Agenda, Day Two (Legal Education):

  • Dionne E. Anthon, Prof. Anna P. Hemingway, & Prof. Amanda Sholtis (Widener Law Commonwealth): Practice-Ready Millennials: Technology Training for Efficient and Effective Communication
  • Jamie J. Baker (Texas Tech Univ.): Legal Research and The Duty of Technology Competence: Regulating Algorithms in Law
  • Randy J. Diamond (Univ. of Missouri): Technology Skills for Lawyers
  • Kristi Gedid (Mylan), Virginia L. Zaccari (Duquesne Univ.), & Kevin Miller (LegalSifter): How Artificial Intelligence is Transforming the Legal Sector
  • Emily Janoski-Haehlen & Librarian Sarah Starnes (Univ. of Akron): From AI to IoT: Using Legal Innovations to Teach Legal Technology Competency Across the Curriculum
  • Kate Norton (Duquesne Univ.): Artificial Intelligence as a Path to Closing the Justice Gap
  • Julie Oseid (Univ. of St. Thomas), Prof. Melissa Love Koenig (Marquette Univ.), & Amy Vorenberg (Univ. of New Hampshire): OK Google, Will Artificial Intelligence Replace Human Lawyering?
  • Teresa Godwin Phelps (American Univ.) & Richard B. Phelps (Broadcast Media):“Alexa, Write a Memo”: The Promise and Challenges of AI and Legal Writing
  • James B. Schreiber & Prof. Ashley London (Duquesne Univ.): Considerations Surrounding the Data Science World We Are In
  • Drew Simshaw (Georgetown Univ.): Teaching Legal Research and Writing in an Era of Artificial Intelligence

Conference Registration Fees: 

  • Presenters and Duquesne faculty – Free
  • Other registrants with a full-time academic or government agency affiliation - $50 per day
  • All others, including attorneys seeking CLE credits -- $90 per day (yielding three hours of CLE credit each day)

Duquesne will provide free on-site parking to conference attendees. A continental breakfast, snacks, and lunch will be provided each day, and a conference-closing reception will take place in the Bridget and Alfred Peláez Legal Writing Center, the home of Duquesne’s Legal Research and Writing Program.

Pittsburgh is an easy drive or short flight from many cities.  Duquesne has arranged for blocks of discounted rooms at two hotels near to campus, within walking distance of the law school and downtown Pittsburgh. Attendees can enjoy Pittsburgh area attractions, including our architectural treasures, museums, art collections, shopping, and world-class professional sports teams.

 

For more information, and to complete the online registration for the conference and hotels, please visit https://www.law.duq.edu/news/artificial-intelligence-conference-april-26-27th-2019. Hotel registration will close soon, so please make your reservations now.

February 19, 2019 in Conferences, Joshua P. Fershee | Permalink | Comments (0)

Monday, February 4, 2019

ABA Request for Examples of Errors in Transactional Documents

Our friend and colleague Dan Kleinberger sent the following request along to me a few days ago on behalf of the LLCs, Partnerships and Unincorporated Entities Committee of the Business Law Section of the American Bar Association:

At the Spring meeting of the ABA Business Law Section in Vancouver, on Thursday, March 28, 2019 from 2:30pm – 4:30pm, the LLCPUE Committee is sponsoring a panel entitled, “Lessons from the Trenches for Transactional Lawyers.” Here is a brief description:

Avoiding errors in transactional documents -- insights from attorneys who have seen errors play out in litigation: two litigators (including one who defends attorney malpractice claims), a transactional lawyer who often plays clean up, and an expert witness who frequently testifies in cases arising from problematic language in deal documents.

If you have some examples of problematic language, favorite (or disfavored) cases, or “occasions of sin” to share in, the panel would be grateful. The presentation will not be merely war stories. Instead, the panelists will present various categories of errors and occasions for error, as well as practical suggestions for avoiding error. However, the more examples the panel has from which to work, the more useful the categorizations will be.

Redact as you see fit or transform examples into illustrations. Please send info to: daniel.kleinberger@mitchellhamline.edu. We will not identify the sources of examples unless you ask for attribution.

Thank you for your consideration.

I hope that some of our readers have valuable examples to contribute and will send them on to Dan.

February 4, 2019 in Conferences, Contracts, Joan Heminway | Permalink | Comments (0)

Tuesday, January 22, 2019

ComplianceNet2 - Business Ethics - Last Call for "Early Bird" Registration!

ComplianceNet2 Conference Invitation Announcement: Early Bird Registration Deadline is THIS FRIDAY, January 25th!

The second-annual ComplianceNet conference will take place on June 3-4, 2019. Villanova University Charles Widger School of Law and its Girard-diCarlo Center for Ethics, Integrity and Compliance will host the conference. Like the highly successful inaugural conference at UC Irvine in 2018, this conference will allow scholars from across disciplines and different legal and regulatory topics to exchange research and explore connections for collaboration.

The timing of this year’s conference is designed to follow on the heels of the Law & Society meeting in nearby Washington, D.C. If you are already headed to Law & Society, Villanova is a short train-ride away and easily accessible by public transportation. Regardless of whether you will be attending Law & Society, Villanova is in a beautiful location right outside Philadelphia, easily serviced by major international airports (Philadelphia (PHL), Newark (EWR), Baltimore (BWI), two more in NYC, and two more in DC); 90 minutes from NYC; and two hours from D.C.

The theme of this year's conference is "Business Ethics", although we welcome additional papers discussing compliance across diverse settings. This year’s theme seeks to engage the question of how to run ethical companies, and how to encourage ethical behavior within organizations. The conference welcomes attempts to explore the strengths and limitations of various approaches, to identify how measurement strategies have shaped practices, and to understand how we can improve outcomes, for instance through new technology and combining methods. Submissions do not need to align with the meeting theme, but we encourage you to consider relating to it. The conference is also open to scholars and other experts who want to attend without presenting a paper.

The conference will host a business meeting of ComplianceNet, during which members may discuss future activities. To register for the conference either as a presenter or attendee, please fill out the form by following this link. The URL is https://www.eventbrite.com/e/the-second-annual-compliancenet-conference-tickets-50784542935.

For individual papers, please submit the paper title and abstract (up to about 200 words). For panels (3 papers minimum with a maximum of 5 per panel), please submit an integrative statement explaining the panel (approximately 200 words), the titles of each paper and their authors, and an abstract for each paper (approximately 200 words). At our website, ComplianceNet.org, there is also a form to nominate papers for awards. Papers may be considered for awards whether they come through the nomination link or are presented at the conference.

The early registration discount deadline to submit papers and panels is January 25, 2019. The regular registration deadline for papers and panels is February 22, 2019. The registration deadline to attend without a paper or panel (as space available) is March 29, 2019. Registration for the conference includes the yearly membership in ComplianceNet. If you have questions regarding the call for proposals or about the conference, please contact Benjamin van Rooij (bvanrooij@law.uci.edu).

January 22, 2019 in Compliance, Conferences, Ethics, Joan Heminway | Permalink | Comments (0)

Monday, January 14, 2019

Insider Trading and the Blockchain at the 2019 AALS Annual Meeting

My frequent academic partner and friend John Anderson and I organized and moderated a discussion session on insider trading in the blockchain transactional environment at this year’s AALS annual meeting. The session, entitled “Insider Trading and Cryptoassests: The Future of Regulation in the Blockchain Era,” featured teacher-scholar participants from academic backgrounds in white collar crime, corporate law, securities regulation, intellectual property, cyberlaw, and ethics/compliance. The program description is as follows:

As the cryptoasset ecosystem shows signs of emerging from its “Wild West” phase, insider trading has become a principal concern for trading platforms, investors, and regulators. Insider trading cases concerning cryptoassets present challenges, however, because the legal understanding of both cryptoassets and the markets in which they are generated, bought, and sold has been significantly outpaced by their development, expansion, and innovation. In the United States, market professionals, the Securities and Exchange Commission (SEC), the Commodities Futures Trading Commission (CFTC), and others debate whether virtual currencies are securities, contracts, currencies, commodities, or something else. Both the SEC and CFTC assert jurisdiction over cryptoassets, but (at this writing) neither has precisely defined the scope or nature of its purported regulatory oversight. This commercial and regulatory uncertainty leaves a number of questions about insider trading in cryptoassets unanswered. This Discussion Group considers these and other related concerns regarding insider trading in cryptoassets.

The short papers submitted by the participants and the related commentary reflected the diverse areas of expertise of the participants and were engaging and thoughtful.  Constructive audience participation also was a highlight of the program.

We focused the discussion initially on whether, and if so how, insider trading in cryptoassets currently is regulated.  We also discussed whether regulation of that activity should be undertaken.  Then, assuming regulation, we considered whether existing regulatory tools could and should be used.  Finally, as part of that discussion, we began to assess who and exactly what should be regulated.  The dialogue was energizing, even if inconclusive.

Marcia Narine Weldon has written here at the BLPB at various times in the past six months on blockchain technology and its intersection with business and business law, including here, here, and here. In the first of those linked posts, she advises us that we ignore the blockchain at our peril. I agree.

But I also want to note that whether you believe that the blockchain is an awesome and promising new technology or a pernicious computer-based contrivance, its interactions with business law provide us all with opportunity: the chance to use our expertise to identify and resolve new legal and regulatory issues. As I learned from my experience in studying the regulatory context of crowdfunding in its early days, once the innovation train has left the station and is rolling down the tracks, it compels study and benefits from open, enlightened debate. Business lawyers are uniquely qualified to provide the necessary examination, dialogue, and guidance.  Let's get to it!

January 14, 2019 in Conferences, Joan Heminway, Marcia Narine Weldon | Permalink | Comments (0)

Monday, January 7, 2019

Call For Proposals - Institute for Law Teaching and Learning Summer Conference

ILT&LHeader

CALL FOR PRESENTATION PROPOSALS

Institute for Law Teaching and Learning Summer Conference
“Teaching Today’s Law Students”
June 3-5, 2019
Washburn University School of Law
Topeka, Kansas

The Institute for Law Teaching and Learning invites proposals for conference workshops addressing the many ways that law professors and administrators are reaching today’s law students.   With the ever-changing and heterogeneous nature of law students, this topic has taken on increased urgency for professors thinking about effective teaching strategies. 

The conference theme is intentionally broad and is designed to encompass a wide variety of topics – neuroscientific approaches to effective teaching; generational research about current law students; effective use of technology in the classroom; teaching first-generation college students; classroom behavior in the current political climate; academic approaches to less prepared students; fostering qualities such as growth mindset, resilience, and emotional intelligence in students; or techniques for providing effective formative feedback to students.

Accordingly, the Institute invites proposals for 60-minute workshops consistent with a broad interpretation of the conference theme. Each workshop should include materials that participants can use during the workshop and when they return to their campuses. Presenters should model effective teaching methods by actively engaging the workshop participants.  The Institute Co-Directors are glad to work with anyone who would like advice on designing their presentations to be interactive.

To be considered for the conference, proposals should be one page (maximum), single-spaced, and include the following information:

  • The title of the workshop;
  • The name, address, telephone number, and email address of the presenter(s); and
  • A summary of the contents of the workshop, including its goals and methods; and
  • A description of the techniques the presenter will use to engage workshop participants and make the workshop interactive.

The proposal deadline is February 15, 2019.  Submit proposals via email to Professor Emily Grant, Co-Director, Institute for Law Teaching and Learning, at emily.grant@washburn.edu.

January 7, 2019 in Call for Papers, Conferences, Joan Heminway, Teaching | Permalink | Comments (0)

Conference and Memorial Service Honoring Lynn Stout

The following comes from our friend Saule Omarova at Cornell Law.  I hope that many can arrange to attend one or both events to honor Lynn's life and work.

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Please join us on February 1-2, 2019, in New York City, for a special two-part event celebrating the life and work of our colleague and friend, Professor Lynn Stout.

On February 1, 2019, Cornell University Law School will hold the Lynn Stout Memorial Conference, honoring Professor Stout’s scholarly work and significant impact in corporate governance. The conference will feature a series of cutting-edge paper presentations and discussion panels; the conference celebrates Professor Stout’s scholarship and highlights the lasting impact of her ideas and writings on the present and future trajectory of legal research in corporate law, securities and derivatives regulation, law and economics, and law and ethics. 

The conference will take place at the Cornell Club in New York City (6 East 44th Street, New York, NY 10017).

On February 2, 2019, at 10 a.m., an informal memorial service will be held at St. Paul’s Chapel of Trinity Church Wall Street (209 Broadway, New York, NY 10007).

The agenda and RSVP information can be found at:

LYNN STOUT MEMORIAL CONFERENCE

Please note that capacity is limited for this event, so please RSVP before January 25.

LynnStout

 

January 7, 2019 in Conferences, Joan Heminway | Permalink | Comments (0)

Friday, December 14, 2018

Getting Back to B Corporations and Benefit Corporations . . . .

Haskell Murray, this one's for you (and many others who work with B corporations and benefit corporations)!

Friend of the BLPB Tamara Belinfanti recently sent me a link to an article in which she was quoted.  The premise of the article is clear from its title: To B or not to B? That’s the question for companies who seek to "balance profit and purpose."  Familiar proposition; great article title.  It's certainly worth a quick read, even if it says nothing new.  (Although it does seem to imply that Justice Strine is no longer the Chief Justice of the Delaware Supreme Court . . . .)

In the article, various folks (including Justice Strine) comment about whether B corporation certification and/or benefit corporations are "needed" for social enterprise firms.  This is a question that I love to think about (especially if it can keep me from grading papers for a bit . . . ).  Some of you may remember my post on this topic from a few years ago.  It also is an issue that I have approached at times in pieces of my academic writing, including in the article featured in this post.

Next summer, at the Southeastern Association of Law Schools annual meeting/conference, I am moderating a discussion group on the subject to continue and enrich the conversation.  The title and brief abstract are set forth below.

Discussion Group: Benefit Corporation (or Not)? Establishing and Maintaining Social Impact Business Firms

As the benefit corporation form nears the end of its first decade of "life" as a legally recognized form of business association, it seems important to reflect on whether it has fulfilled its promise as a matter of legislative intent and public responsibility and service. This discussion group is designed to take on the challenge of engaging in that reflective process. The participating scholars include doctrinal and clinical faculty members who both favor and tend to recommend the benefit corporation form for social enterprises and those who disfavor or hesitate to recommend it.

To date, the participants include domestic and international law professors (clinical and doctrinal) and a practitioner, too!  Let me know if you would like to join this group.  The conference runs from July 28 - August 3 and will be held this year at the Boca Resort and Beach Club.

I will be interested in the discussion.  In the mean time, as someone who does not recommend the benefit corporation form, I am opening the BLPB "floor" for discussion here.  I am interested in your views.

December 14, 2018 in Conferences, Corporate Governance, Haskell Murray, Joan Heminway, Social Enterprise | Permalink | Comments (0)

Tuesday, December 11, 2018

Storytelling is for Business Lawyers, Too

A number of years ago, I attended the Biennial Conference on Applied Legal Storytelling.  It was a super event.  I came out of the conference with amazing ideas for teaching and scholarship.  I am thinking of taking my spring research project (on friends and family insider trading) to the conference in 2019.  Will you come join me?

Typically, the conference principally attracts legal writing instructors and clinicians. But more of us should be jumping on this bandwagon.   Storytelling and narrative more generally—which are (of course) a part of all advocacy and dispute resolution—also are used in transaction-building and negotiation.  Accordingly, I am hoping that some of you will consider attending the conference with me this coming summer.  Here are the details from the call for proposals.

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Call for Proposals

Seventh Biennial Conference on Applied Legal Storytelling

Boulder, Colorado, July 9–11 2019

Hosted by the University of Colorado School of Law,
University of Denver Sturm College of Law, and University of Wyoming School of Law, and coordinated by the Rocky Mountain Legal Writing Scholarship Group

This is the call for proposals for the seventh biennial conference on Applied Legal Storytelling. We are offering two deadlines for submitting proposals: January 21, 2019 (priority deadline) and March 11, 2019 (extended deadline).

About the Conference

The Applied Legal Storytelling Conference brings together academics, judges, andpractitioners. The conference has previously convened in 2007 (London), 2009 (Portland),2011 (Denver), 2013 (London), Seattle (2015), and Washington D.C. (2017). We are veryexcited to bring it back to the Mountain West (Boulder) in July 2019.

Applied Legal Storytelling (AppLS) examines the use of stories—and of storytelling or narrative elements—in law practice, legal education, and the law.

This definition is intentionally broad in order to allow people creativity in the way theythink and present on the topic. Such topics may include: the ways in which fiction-writing techniques or narrative theory can inform legal storytelling; stories in the law, or law as stories; legal storytelling and metaphor; client story advocacy; legal storytelling and cognitive science; and ethical considerations in legal storytelling.

In an effort to continue the storytelling conversation for this seventh conference, and to welcome new attendees, we are providing resources for those interested in submitting a proposal and who wish to generate ideas or respond to others’. The first is a list of topicsfrom past conferences, available athttps://www.lwionline.org/sites/default/files/TopicsfrompastAppLSconferences.pdf. The second is a link to a bibliography on AppLS, including articles that have emerged from previous storytelling conferences, available at http://www.alwd.org/wp-contentuploads20151108-rideout_article2015-pdf/. We are also happy to answer questions and offer you suggestions—if you are a newcomer and interested in becoming involved, please reach out.

Continue reading

December 11, 2018 in Call for Papers, Conferences, Joan Heminway | Permalink | Comments (0)

Friday, December 7, 2018

Do Investors Really Care About Environmental, Social, and Governance Factors?

In January 2018, Larry Fink of Blackrock, the world’s largest asset manager, shocked skeptics like me when he told CEOs:

In the current environment, these stakeholders are demanding that companies exercise leadership on a broader range of issues. And they are right to: a company’s ability to manage environmental, social, and governance matters demonstrates the leadership and good governance that is so essential to sustainable growth, which is why we are increasingly integrating these issues into our investment process. Companies must ask themselves: What role do we play in the community? How are we managing our impact on the environment? Are we working to create a diverse workforce? Are we adapting to technological change? Are we providing the retraining and opportunities that our employees and our business will need to adjust to an increasingly automated world? Are we using behavioral finance and other tools to prepare workers for retirement, so that they invest in a way that will help them achieve their goals?

In October 2018, Blackrock declared, “sustainable investing is becoming mainstream investing.” The firm bundled six existing ESG EFT funds and launched six similar funds in Europe and looked like the model corporate citisen.

So does Blackrock actually divest from companies with human rights violations or that do not provide meaningful disclosures on human trafficking, child slavery, forced labor, or conflict minerals? The company did not publicly divest from gun manufacturers although it did “speak with” them in February after the Parkland school shooting; the company has stated that due to fiduciary concerns, it cannot divest from single companies in a portfolio. 

In theory, a behemoth like Blackrock could have a significant impact on a firm’s ESG practices, if it so chose. It could set an example for companies and for other institutional investors by seeking (1) additional information after reviewing disclosures and/or (2) demanding changes in management if companies did not in fact, show a true commitment to ESG.

But I shouldn’t pick on Blackrock. Based on what I heard last week in Geneva at the UN Forum on Business and Human Rights, other investors outside of the SRI arena aren’t pressuring companies either.  I attended the Forum for the fourth time with over 2,000 members from the business, NGO, civil society, academic, and governmental communities. There was a heavy focus this year on supply chain issues because 80% of the world’s goods travel through large, international companies.The Responsible Business Alliance and others stressed the importance of eradiating forced labor. Apple, Google, Microsoft, Intel, and Amnesty International focused on tech companies, artificial intelligence, and human rights implications. Rio Tinto and Nestle allowed an NGO to publicly criticize their disclosure reports in painstaking detail. An activist told the entire plenary that states needed to stop killing human rights defenders. In other words, business as usual at the Forum. Here are some of the takeaways from some of the sessions:

  1. NGO PODER warned that investors should not divest when companies are not living up to their responsibilities  but instead should engage companies on ESG factors and demand board seats.
  2. The UN Working Group on Business and Human Rights observed that rating agencies can and should be a fast track to the board on ESG issues. 
  3. A representative from the Sustainable Stock Exchanges Initiative, a joint initiative of UNCTAD, PRI, the UN Global Compact, and UNEP-FI, indicated that investors want to know if ESG information is material. It may be salient, but not material to some. 79 stock exchanges around the world have partnered with the SSEI. 39 have voluntary ESG disclosures and 16 have mandatory disclosures.
  4. The Business and Human Rights Resources Center noted that of 7,200 corporate statements mandated by the UK Modern Slavery Act, only 25% met the minimum requirements required by law. As they shocked the audience with this statistic, news alerts went out the Australia had finally passed its own anti slavery law.
  5. 40% of companies in apparel, agricultural, and extractive industries have a 0 (zero) score for human rights due diligence, indicating weak implementation of the UN Guiding Principles on Business and Human Rights. The average score in the benchmark was only 27%.
  6. French companies must respond to the French Duty of Vigilance Law and the EU Nonfinancial Disclosure regulations, which have different approached to identifying risks. It could take six months to do an audit to do the disclosure, but investors rarely question the companies directly or the data. 
  7. SAP Ariba found that 66% of consumers believe they have a duty to buy goods that are good for society and the environment and that sustainability is mostly driven by millennials and generation Z consumers. 
  8. Nestle, the biggest food and beverage company in the world, requires its 165,000 suppliers to follow responsible sourcing standard especially for child and forced labor. The conglomerate partners with NGOs to conduct human rights impact assessments for their upstream suppliers. 
  9. Apple has returned 30 million USD in recruitment fees to workers since 2008 to address forced labor and illegal practices. HP has also returned fees. The hotel industry has banded together to fight forced labor. Most responsible businesses have banned the use of recruitment fees but many workers still pay them to personnel agencies in the hopes of getting jobs with large companies. 
  10. Many companies are now looking at human rights and ESG issues throughout their own supply chains but also with their joint venture, merger, and other key business partners.
  11. Rae Lindsay of Clifford Chance noted that avoiding legal risk is not the main role of human rights due diligence but lawyers working across disciplines can make sure that clients don’t inadvertently add to legal risk in deals. She encourages deal lawyers to become familiar with the risks and law and business students to learn about these issues. 

So do investors care about ESG? Are these disclosure rules working? You wouldn’t think so by hearing the speakers at the Forum. On the other hand, proxy advisory firm ISS recently launched an Environmental and Social Quality Score to better evaluate the ESG risks in its portfolio companies. I’ll keep an eye out for any divestments or shareholder proposals. 

I’m not holding my breath for too much progress next year at the Forum. While I was encouraged by the good work of many of the companies that attended, I remain convinced that the disclosure regime is ineffective in effectuating meaningful change in the world’s most vulnerable communities. Unless governments, rating agencies, investors, or consumers act, too many companies will continue to pay lip service to their human rights commitments.  

 

 

 

December 7, 2018 in Compliance, Conferences, Corporate Governance, Corporations, CSR, Current Affairs, Human Rights, International Business, International Law, Marcia Narine Weldon, Shareholders | Permalink | Comments (1)

Thursday, November 29, 2018

10th Annual National Business Law Scholars Conference - Call for Papers

It seems like it's "Call for Papers Week" for me.  Here's one near and dear to my heart, as you all must know . . . .

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National Business Law Scholars Conference (NBLSC)
June 20-21, 2019
Call for Papers

The National Business Law Scholars Conference (NBLSC) will be held on Thursday and Friday, June 20-21, 2019, at the University of California, Berkeley School of Law.

This is the tenth meeting of the NBLSC, an annual conference that draws legal scholars from across the United States and around the world. We welcome all scholarly submissions relating to business law. Junior scholars and those considering entering the academy are especially encouraged to participate. If you are thinking about entering the academy and would like to receive informal mentoring and learn more about job market dynamics, please let us know when you make your submission.

To submit a presentation, email Professor Eric C. Chaffee at eric.chaffee@utoledo.edu with an abstract or paper by February 15, 2019. Please title the email “NBLSC Submission – {Your Name}.” If you would like to attend, but not present, email Professor Chaffee with an email entitled “NBLSC Attendance.” Please specify in your email whether you are willing to serve as a moderator. We will respond to submissions with notifications of acceptance shortly after the deadline. We anticipate the conference schedule will be circulated in May.

Conference Organizers:
Tony Casey (The University of Chicago Law School)
Eric C. Chaffee (The University of Toledo College of Law)
Steven Davidoff Solomon (University of California, Berkeley School of Law)
Joan Heminway (The University of Tennessee College of Law)
Kristin N. Johnson (Tulane University Law School)
Elizabeth Pollman (Loyola Law School, Los Angeles)
Jeff Schwartz (University of Utah S.J. Quinney College of Law)

 

 

November 29, 2018 in Call for Papers, Conferences, Joan Heminway | Permalink | Comments (0)

Monday, November 26, 2018

Entrepreneurship in the Sharing Economy: P2P Strategies, Models, and Innovation Paradigms - Call for Papers

From our friend and colleague, Djamchid Assadi at the Burgundy School of Business in Dijon, France:

 

Lisbon2019_EURAM-banner_1100

SIG 03 - ENT - Entrepreneurship

With our theme Exploring the Future of Management: Facts, Fashion and Fado, we invite you to participate in the debate about how to explore the future of management.

We look forward to receiving your submissions.

T03_08 - Entrepreneurship in the sharing economy: P2P strategies, models, and innovation paradigms

Proponents:

Djamchid Assadi, Burgundy School of Business BSB; Asmae DIANI, Sidi Mohamed Ben Abdellah University, Fez, Morocco; Urvashi Makkar, G.L. Bajaj Institute of Management and Research (GLBIMR), Greater Noida; Julienne Brabet, Université Paris-Est Créteil (UPEC); Arvind ASHTA, Arvind, CEREN, EA 7477, Burgundy School of Business - Université Bourgogne Franche-Comté, France

Short description:

Sharing of funds, files, accommodations, and other utilities and properties has become a vital part of the emerging social life and economy.

The traditional dyadic firm-to-customer transactions has given place to the depositional triadic of P2P platforms game changers which facilitate exchange between peer providers and peer recipients. As these P2P platforms disrupt conventional transactions, for example, P2P home exchange platforms like Airbnb thoroughly disorder the hotel industry, it is crucial that researchers consider conceptual refinement and empirical grounding for providing insights.

This track aims to bring together researchers with an interest in the sharing economy and, specifically, in P2P platforms.

Long description:

While direct interactions among individuals have always existed, P2P sharing platforms have considerably facilitated and lowered transaction costs for P2P exchanges. The P2P platforms do not supply nor demand. They do not divide a fortune to distribute its portions among peers. The P2P platforms simplify, accelerate and facilitate interactions among peers on the two-sided markets without the intermediation of central hubs. They enable individuals to unlock their unused and underused assets and skills for non or for-profit exchanges among peers.

They have transformed the way individuals consume and generate income and make use of their disposable resources and time. Numerous P2P platforms have sprung up for enterprising (Kickstarter, Indiegogo), working (Carpooling, Airbnb), dating (eHarmony, Match), innovating (Mindmixer), funding (Kiva, Zopa, Prosper), searching (CrowdSearching), etc. Airbnb and Uber are currently valued at $30 and $72 billion respectively.

This track aims to bring together researchers to provide insights and actionable visions to the emerging social and economic paradigms of spontaneous interactions and transaction among peers. It welcomes contributions that examine how P2P platforms transform market, entrepreneurship, competition, strategy, government-industry relations, supply chains, innovation, and other processes.

The following is a non-comprehensive list of leading issues in the sharing economy area.

How does entrepreneurship change in the sphere of sharing resources and utilities?
How do paradigms change in the case of open innovation?
Are the strategies and business models of sharing and collaborative online platforms peculiar?
Why do peers collaborate, share and circulate?
How does the sharing economy impact customer behavior?
What are the relations between social ties and ecosystem on the two-sided markets of the sharing economy?
How do conventional businesses react and develop business models to compete and/or coexist with the increasing trend of sharing economy?
How is value created (income steams) and distributed (value appropriation) among stakeholders in the sharing economy? Who are winners and losers? 
What is the role of institutions in the sharing economy?
How do technologies such as artificial intelligence, machine learning, augmented and virtual reality, and blockchains affect the functioning of sharing economy?
What are the effects of collaborative consumption on sustainability?
Is the possibility of evading ante-P2P regulations the dark side of the sharing economy?

Keywords:

Sharing and collaborative economy
Peer-to-peer and Two-sided market
Spontaneous order of P2P interactions and exchanges
Crowdfunding
Carpooling and Home-exchange
Online dating

Publication Outlet:

Optimization: Journal of Research in Management (Urvashi Makkar, proponent 2, is founding Editor-in-Chief of this journal. Djamchid Assadi, proponent 1, is member of the Editorial Board).

Innovative Marketing (Djamchid Assadi, proponent 1, is member of the Academic Advisory Board. He has exchanged for specific issues with Tatyana Kozmenko, Editorial Assistant).

The corresponding proponent, Djamchid Assadi, has exchanged with the individuals in charge within the books publishing companies. They have shown interest in considering proposals for collective books on the topic of sharing economy.

For more information contact:

Djamchid Assadi - djamchid.assadi@bsb-education.com

AUTHORS GUIDELINES

http://www.euramonline.org/submissions-guidelines-2019/author-s-guidelines.html

  • Conference: 26-28 June 2019
  • Authors registration deadline: 25 April 2019 // Early birds registration deadline: 18 April 2019
  • Notification of acceptance: 20 March 2019
  • Deadline for paper submission: 15 January 2019 (2 pm Belgian time)

November 26, 2018 in Call for Papers, Conferences, Corporate Finance, Corporate Governance, Securities Regulation | Permalink | Comments (0)

Monday, November 12, 2018

ComplianceNet2 Conference Invitation Announcement & Call for Papers

ComplianceNetLogo

Friend of the BLPB Josephine Nelson informs us of the following:

The second-annual ComplianceNet conference will take place on June 3-4, 2019. Villanova University Charles Widger School of Law and its Girard-diCarlo Center for Ethics, Integrity and Compliance will host the conference. Like the highly successful inaugural conference at UC Irvine in 2018, this conference will allow scholars from across disciplines and different legal and regulatory topics to exchange research and explore connections for collaboration.

The timing of this year’s conference is designed to follow on the heels of the Law & Society meeting in nearby Washington, D.C. If you are already headed to Law & Society, Villanova is a short train-ride away and easily accessible by public transportation. Regardless of whether you will be attending Law & Society, Villanova is in a beautiful location right outside Philadelphia, easily serviced by major international airports (Philadelphia (PHL), Newark (EWR), Baltimore (BWI), two more in NYC, and two more in DC); 90 minutes from NYC; and two hours from D.C.

The theme of this year's conference is Business Ethics, although we welcome additional papers discussing compliance across diverse settings. This year’s theme seeks to engage the question of how to run ethical companies, and how to encourage ethical behavior within organizations. The conference welcomes attempts to explore the strengths and limitations of various approaches, to identify how measurement strategies have shaped practices, and to understand how we can improve outcomes, for instance through new technology and combining methods. Submissions do not need to align with the meeting theme, but we encourage you to consider relating to it. The conference is also open to scholars and other experts who want to attend without presenting a paper.

The conference will host a business meeting of ComplianceNet, during which members may discuss future activities.

To register for the conference either as a presenter or attendee, please fill out the form by following this link. The URL is https://www.eventbrite.com/e/the-second-annual-compliancenet-conference-tickets-50784542935.

For individual papers, please submit the paper title and abstract (up to about 200 words). For panels (3 papers minimum with a maximum of 5 per panel), please submit an integrative statement explaining the panel (approximately 200 words), the titles of each paper and their authors, and an abstract for each paper (approximately 200 words). At our website, ComplianceNet.org, there is also a form to nominate papers for awards. Papers may be considered for awards whether they come through the nomination link or are presented at the conference.

The early registration discount deadline to submit papers and panels is January 25, 2019. The regular registration deadline for papers and panels is February 22, 2019. The registration deadline to attend without a paper or panel (as space available) is March 29, 2019. Registration for the conference includes the yearly membership in ComplianceNet. If you have questions regarding the call for proposals or about the conference, please contact Benjamin van Rooij (bvanrooij@law.uci.edu).

 . . . 

---For conference updates, please refer to the ComplianceNet website at www.ComplianceNet.org--- 

Sounds like a great event.  I note (and informed Josephine) that this conference overlaps with the Impact Investing Legal Working Group (IILWG)/Grunin Center for Law and Social Entrepreneurship’s 2019 Conference on “Legal Issues in Social Entrepreneurship and Impact Investing – in the US and Beyond,” scheduled for June 4-5 at the NYU Schools of Law in NYC.  More on that conference later.  In any event, it looks like there is a lot to do up North after the Law and Society Association conference!  One could spend the whole week away presenting papers. . . .

November 12, 2018 in Compliance, Conferences, Ethics, Joan Heminway | Permalink | Comments (0)

Monday, October 29, 2018

Valuing and Visioning Collaboration - Thank You, Haskell!

Last Friday, I had the honor of being the keynote speaker for the 64th annual conference of the Southeastern Academy of Legal Studies in Business (SEALSB).  The invitation for this appearance was extended to me months ago by BLPB contributing editor Haskell Murray.  It was a treat to have the opportunity to mingle and talk shop with the attendees (some of whom I already knew).

The participants in SEALSB are largely business law faculty members teaching at business schools.  Having never before attended one of their meetings and as a bit of a "foreigner" in their midst, I wondered for quite a bit about what I should talk about.  Should I take the conservative route and present some of my work, hoping to dazzle the group with my legal knowledge (lol), or should I take a riskier approach and tell them what was really on my heart when I accepted Haskell's kind invitation?

I chose the latter.  I spoke for 15-20 minutes on "Valuing and Visioning Collaboration" between business law faculties in business and law schools and then took about 10 minutes of questions.  I started with the stories of two of my students--who could have been the students of anyone in the room.  Sarah took a business (accounting) major as an undergraduate and then came to law school; Ryan completed law school and went on to an MBA.  Both achieved lofty learning objectives and engaged in productive scholarship.  Both landed the jobs they wanted--ironically at the same firm (but years apart).  For me, the stories of these two students--what they did and how they became successful--illustrates both the power of business school law faculty and law school business law faculty working together and the high value in that relationship as to both teaching and scholarship.

I noted that, in these two (of the three principal) aspects of our common academic existence, teaching and scholarship, there are a number of ways that we can collaborate, offering examples of each:

  • conference organization and attendance;
  • work in interdisciplinary centers;
  • scholarship co-authorships;
  • co-teaching and teaching for each other;
  • co-currocular and extra-curricular programs (e.g., competitions and journals);
  • curriculum development; and
  • blogging.

I bet you can guess what blog I mentioned as an example in addressing that last collaborative method . . . .

I also noted, however, that there are barriers to these collaborations--or at least to some of them in certain contexts.  Those barriers may include: the fact that reaching across the aisle may be, for the relevant institutions and faculty members, new--that there is no history--and that it may therefore be more of a challenge to scope out and implement collaboration; differences in methodology, norms, and terminology; potential disagreements about institutional or personal credit allocation (including because of ego); questions about the necessary sources of funding and human capital; and overall, a lack of institutional or departmental incentives and rewards for collaboration (including credit in tenure and promotion deliberations at many schools).

Nevertheless, I offered that, even if institutions do not act to support collaborative efforts, we should strike out to overcome the barriers and engage with each other because the benefits are worth the costs.  To do so, however, we must both understand and truly appreciate the benefits of collaboration.  We also must be willing to take some attendant risk (or pick collaborative methods that avoid or limit risk).  I indicated that I plan to head down the collaborative path with increased focus.

To conclude my remarks, in the spirit of my invitation from Haskell to attend and speak at SEALSB, I encouraged the assembled crowd to join me on that collaborative journey, quoting from Patrick Lencioni's book The Five Dysfunctions of a Team: A Leadership Fable.  In that book, he wrote: "Remember teamwork begins by building trust.  And the only way to do that is to overcome our need for invulnerability." [p. 58; emphasis added]  Here, I invite all of you who teach business law in a business or law school setting to embrace vulnerability and reach across the aisle to work with your business law colleagues.  And if you already have done so, please leave a comment on the outcome--positive or negative.

October 29, 2018 in Business School, Conferences, Haskell Murray, Joan Heminway, Research/Scholarhip, Teaching | Permalink | Comments (3)

Sunday, October 21, 2018

5th Conference of the French Academy of Legal Studies in Business - June 20-21 - Paris

5th Conference of the French Academy of Legal Studies in Business (Association Française Droit et Management)

June 20 and 21, 2019 – emlyon - Paris Campus

CALL FOR PAPERS 2019 Social Issues in Firms

Social issues and fundamental rights occupy an increasingly important space in the governance of today’s companies. Private enterprises assume an increasingly active role not only in a given economy but also in society as a whole. Firms become themselves citizens. They recognize and support civic engagement by the men and women who work for them. Historically, the role of the modern firm that resulted from the Industrial Revolution has been torn between two opposing viewpoints.

[More information under the break.]

Continue reading

October 21, 2018 in Business Associations, Business School, Call for Papers, Conferences, Corporate Governance, Corporations, Ethics, Haskell Murray, International Business, International Law, Management, Research/Scholarhip | Permalink | Comments (0)

Monday, September 24, 2018

Electronic and Digital Signatures - A New Area for Statutory Activity

This past Friday, Burr & Forman LLP and the Clayton Center for Entrepreneurial Law at the University of Tennessee College of Law (including its business law journal, Transactions: The Tennessee Journal of Business Law), cosponsored a conference entittled "Law and Business Tech: Cybersecurity, Blockchain and Electronic Transactions."  This was, as you may recognize, the second business law conference UT Law sponsored in a week's time (the first being the Business Law Prof Blog symposium, "Connecting the Threads II," the week before).  It has been a busy time for business law faculty and students at UT Law!

(Parenthetically, I will note here that one of the attendees at Friday's event, who also had been at the Business Law Prof blog symposium, came back to this past week's conference because he was so jazzed up about Marcia's presentation at the first event--which she mentions here and here.  Thanks, Marcia, for encouraging this interest in blockchain technology in our legal community!)

At Friday's conference, I moderated and participated in a panel on "The Coming Second Wave of Digital and other Electronic Signatures in Commerce."  The panelists included Ed Snow of Burr & Forman and Katy Blackwell from SIGNiX.  The panel walked through a history and course of conduct from handwritten signatures to electronic signatures to digital signatures, discussing the transitions from one to another (which are, as yet, incomplete).  Interesting questions emerged as among us as to, e.g., why banking/credit transactions and mergers/acquisitions tend to lag behind in the adoption of new signature technologies.  (Your thoughts are welcomed.)

At the end of the prepared program, my co-panelists asked me to speak about Tennessee's adoption of a digital signature statute back in the spring.  This was another of the legislative review projects that I have undertaken as a member of the Tennessee Bar Association Business Section Executive Council.  We were given 24-48 hours to comment on a digital signature bill that had been introduced in the Tennessee General Assembly based on an Arizona statute adopted in 2017 (information available here).  Although I personally thought the bill/statutory revision was likely unnecessary and would have preferred to spend more time studying it before commenting on it, two of us on the Executive Council pooled comments on the draft bill, which also received comments from other quarters.  

The ostensible legislative policy was to ensure the enforceability of legally valid and binding transactions occurring in a distributed ledger environment.  Tennessee proponents of the bill wanted to support business in this environment, as I noted in commentary quoted in this article.  With that in mind, two issues were, in the short time we had, important.

Continue reading

September 24, 2018 in Conferences, Contracts, Joan Heminway, Marcia Narine Weldon, Technology | Permalink | Comments (0)

Monday, September 3, 2018

Connecting the Threads II - Laboring on Labor Day

Like many in the law academy, I find three-day holiday weekends a great time to catch my breath and catch up on work items that need to be addressed.  This Labor Day weekend--including today, Labor Day itself--is no exception to the rule.  I am working today, honoring workers through my own work.  My husband and daughter are doing the same.

This blog post and the announcement it carries are among my more joyful tasks for the day.  I have been remiss in not earlier announcing and promoting our second annual Business Law Prof Blog symposium, which will be held at The University of Tennessee College of Law on September 14.  The symposium again focuses on the work of many of your favorite Business Law Prof Blog editors, with commentary from my UT Law faculty colleagues and students.  This year, topics range from the human rights and other compliance implications of blockchain technology to designing impactful corporate law, with a sprinkling of other entity and securities law related topics.  I am focusing my time in the spotlight (!) on professional challenges in the representation of social enterprise firms.  More information about the symposium is available here.  For those of you who have law licenses in Tennessee, CLE credits are available.

I am looking forward to again hosting some of my favorite law scholars at this symposium.  I am sure some will blog about their presentations here (Marcia already has previewed her talk and summarized all of our presentations, and I plan to later blog about mine), Transactions (our business law journal) will publish the symposium proceedings, and videos will be processed and posted on UT Law's CLE website later in the year.  But if you are in the neighborhood, stop by and hear us all in person!  We would love to see you.

Transactions(BLBP-ConnectingThreadsLogo)

September 3, 2018 in Ann Lipton, Conferences, Current Affairs, Joan Heminway, Joshua P. Fershee, Marcia Narine Weldon, Stefan J. Padfield | Permalink | Comments (0)

Saturday, September 1, 2018

Should Corporate Lawyers and Business Law Professors Be Talking About DAOs?

Did I lose you with the title to this post? Do you have no idea what a DAO is? In its simplest terms, a DAO is a decentralized autonomous organization, whose decisions are made electronically by a written computer code or through the vote of its members. In theory, it eliminates the need for traditional documentation and people for governance. This post won't explain any more about DAOs or the infamous hack of the Slock.it DAO in 2016. I chose this provocative title to inspire you to read an article entitled Legal Education in the Blockchain Revolution.

The authors Mark Fenwick, Wulf A. Kaal, and Erik P. M. Vermeulen discuss how technological innovations, including artificial intelligence and blockchain will change how we teach and practice law related to real property, IP, privacy, contracts, and employment law. If you're a practicing lawyer, you have a duty of competence. You need to know what you don't know so that you avoid advising on areas outside of your level of expertise. It may be exciting to advise a company on tax, IP, securities law or other legal issues related to cryptocurrency or blockchain, but you could subject yourself to discipline for doing so without the requisite background. If you teach law, you will have students clamoring for information on innovative technology and how the law applies. Cornell University now offers 28 courses on blockchain, and a professor at NYU's Stern School of Business has 235 people in his class. Other schools are scrambling to find professors qualified to teach on the subject. 

To understand the hype, read the article on the future of legal education. The abstract is below:

The legal profession is one of the most disrupted sectors of the consulting industry today. The rise of Legal Tech, artificial intelligence, big data, machine learning, and, most importantly, blockchain technology is changing the practice of law. The sharing economy and platform companies challenge many of the traditional assumptions, doctrines, and concepts of law and governance, requiring litigators, judges, and regulators to adapt. Lawyers need to be equipped with the necessary skillsets to operate effectively in the new world of disruptive innovation in law. A more creative and innovative approach to educating lawyers for the 21st century is needed.

For more on how blockchain is changing business and corporate governance, come by my talk at the University of Tennessee on September 14th where you will also hear from my co-bloggers. In case you have no interest in my topic, it's worth the drive/flight to hear from the others. The descriptions of the sessions are below:

Session 1: Breach of Fiduciary Duty and the Defense of Reliance on Experts

Many corporate statutes expressly provide that directors in discharging their duties may rely in good faith upon information, opinions, reports, or statements from officers, board committees, employees, or other experts (such as accountants or lawyers). Such statutes often come into play when directors have been charged with breaching their procedural duty of care by making an inadequately informed decision, but they can be applicable in other contexts as well. In effect, the statutes provide a defense to directors charged with breach of fiduciary duty when their allegedly uninformed or wrongful decisions were based on credible information provided by others with appropriate expertise. Professor Douglas Moll will examine these “reliance on experts” statutes and explore a number of questions associated with them.

Session 2: Fact or Fiction: Flawed Approaches to Evaluating Market Behavior in Securities Litigation

Private fraud actions brought under Section 10(b) of the Securities Exchange Act require courts to make a variety of determinations regarding market functioning and the economic effects of the alleged misconduct. Over the years, courts have developed a variety of doctrines to guide how these inquiries are to be conducted. For example, courts look to a series of specific, pre-defined factors to determine whether a market is “efficient” and thus responsive to new information. Courts also rely on a variety of doctrines to determine whether and for how long publicly-available information has exerted an influence on security prices. Courts’ judgments on these matters dictate whether cases will proceed to summary judgment and trial, whether classes will be certified and the scope of such classes, and the damages that investors are entitled to collect. Professor Ann M. Lipton will discuss how these doctrines operate in such an artificial manner that they no longer shed light on the underlying factual inquiry, namely, the actual effect of the alleged fraud on investors.

Session 3: Lawyering for Social Enterprise

Professor Joan Heminway will focus on salient components of professional responsibility operative in delivering advisory legal services to social enterprises. Social enterprises—businesses that exist to generate financial and social or environmental benefits—have received significant positive public attention in recent years. However, social enterprise and the related concepts of social entrepreneurship and impact investing are neither well defined nor well understood. As a result, entrepreneurs, investors, intermediaries, and agents, as well as their respective advisors, may be operating under different impressions or assumptions about what social enterprise is and have different ideas about how to best build and manage a sustainable social enterprise business. Professor Heminway will discuss how these legal uncertainties have the capacity to generate transaction costs around entity formation and management decision making and the pertinent professional responsibilities implicated in an attorney’s representation of such social enterprises.

Session 4: Beyond Bitcoin: Leveraging Blockchain for Corporate Governance, Corporate Social Responsibility, and Enterprise Risk Management

Although many people equate blockchain with bitcoin, cryptocurrency, and smart contracts, Professor Marcia Narine Weldon will discuss how the technology also has the potential to transform the way companies look at governance and enterprise risk management. Companies and stock exchanges are using blockchain for shareholder communications, managing supply chains, internal audit, and cybersecurity. Professor Weldon will focus on eliminating barriers to transparency in the human rights arena. Professor Weldon’s discussion will provide an overview of blockchain technology and how state and nonstate actors use the technology outside of the realm of cryptocurrency.

Session 5: Crafting State Corporate Law for Research and Review

Professor Benjamin Edwards will discuss how states can implement changes in state corporate law with an eye toward putting in place provisions and measures to make it easier for policymakers to retrospectively review changes to state law to discern whether legislation accomplished its stated goals. State legislatures often enact and amend their business corporation laws without considering how to review and evaluate their effectiveness and impact. This inattention means that state legislatures quickly lose sight of whether the changes actually generate the benefits desired at the time off passage. It also means that state legislatures may not observe stock price reactions or other market reactions to legislation. Our federal system allows states to serve as the laboratories of democracy. The controversy over fee-shifting bylaws and corporate charter provisions offers an opportunity for state legislatures to intelligently design changes in corporate law to achieve multiple state and regulatory objectives. Professor Edwards will discuss how well-crafted legislation would: (i) allow states to compete effectively in the market for corporate charters; and (ii) generate useful information for evaluating whether particular bylaws or charter provisions enhance shareholder wealth.

Session 6: An Overt Disclosure Requirement for Eliminating the Duty of Loyalty

When Delaware law allowed parties to eliminate the duty of loyalty for LLCs, more than a few people were appalled. Concerns about eliminating the duty of loyalty are not surprising given traditional business law fiduciary duty doctrine. However, as business agreements evolved, and became more sophisticated, freedom of contract has become more common, and attractive. How to reconcile this tradition with the emerging trend? Professor Joshua Fershée will discuss why we need to bring a partnership principle to LLCs to help. In partnerships, the default rule is that changes to the partnership agreement or acts outside the ordinary course of business require a unanimous vote. See UPA § 18(h) & RUPA § 401(j). As such, the duty of loyalty should have the same requirement, and perhaps that even the rule should be mandatory, not just default. The duty of loyalty norm is sufficiently ingrained that more active notice (and more explicit consent) is necessary, and eliminating the duty of loyalty is sufficiently unique that it warrants unique treatment if it is to be eliminated.

Session 7: Does Corporate Personhood Matter? A Review of We the Corporations

Professor Stefan Padfield will discuss a book written by UCLA Law Professor Adam Winkler, “We the Corporations: How American Businesses Won Their Civil Rights.” The highly-praised book “reveals the secret history of one of America’s most successful yet least-known ‘civil rights movements’ – the centuries-long struggle for equal rights for corporations.” However, the book is not without its controversial assertions, particularly when it comes to its characterizations of some of the key components of corporate personhood and corporate personality theory. This discussion will unpack some of these assertions, hopefully ensuring that advocates who rely on the book will be informed as to alternative approaches to key issues.

 

September 1, 2018 in Ann Lipton, Compliance, Conferences, Contracts, Corporate Governance, Corporate Personality, Corporations, Current Affairs, Employment Law, Human Rights, Intellectual Property, International Business, Joan Heminway, Joshua P. Fershee, Law School, Lawyering, LLCs, Marcia Narine Weldon, Real Property, Shareholders, Social Enterprise, Stefan J. Padfield, Teaching, Technology, Web/Tech | Permalink | Comments (0)

Tuesday, August 21, 2018

ABA LLC Institute - It's Almost That Time Again . . . . Yay!

This post notifies/reminds everyone that the American Bar Association's LLCs, Partnerships and Unincorporated Entities Committee will be hosting its annual LLC (that's limited liability company, Josh!) Institute on October 11 and 12, 2018 in Washington, D.C.  The 2018 program is being held at the Westin Washington, D.C. City Center.  Registration can be accomplished here.

For those of you who have not been to this unique ABA program, to consists of a enticing, manageable, substantive programs.  The audience is very participatory; lots of questions are raised and comments are freely given.  Presenting in front of this group is pure joy, unless you have insufficient knowledge or are unprepared.  I try to put this into my fall schedule every few years.  I always learn something there.

This year's agenda includes sessions on tax and choice of entity, recent tax law changes, beneficial ownership reporting, derivative actions, ethical compliance, and charging orders, as well as the two traditional annual favorites, the non-Delaware, Delaware, and bankruptcy case summaries offered by Baylor Law's Beth Miller.  In addition to Beth, from the academic side of the aisle, Duke Law's Deborah DeMott is participating in the session on derivative actions, and B.U. Law's  Nancy Moore will be addressing issues relating to ethical compliance.  (The compliance session comes with a particularly attractive title--at least in the version of the schedule sent to me: Ethics: The Top 15 Things Your Ethics Counsel-Risk Manager Hope You Know (and Hopefully Remember.)

Also, a little birdie (named Tom Rutledge, one of the leaders in organizing the LLC Institute) told me that plans already are in process for the 2019 LLC Institute.  So, if you have ideas for topics that might be covered or speakers that might be appropriate for that program, let me or Tom know.  The program for the LLC Institute always seems so full . . . .  But I know that Tom--one of the nicest and smartest guys around--is receptive to topic and speaker suggestions.

August 21, 2018 in Conferences, Joan Heminway, LLCs | Permalink | Comments (0)