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)

Saturday, September 3, 2022

Ben & Jerry’s Revisited

Back in July, I blogged about the unprecedented dispute between Ben & Jerry’s and its sole shareholder, Unilever, regarding the sale of Ben & Jerry’s products in Israeli-occupied territories.  When Ben & Jerry’s was sold to Unilever, Unilever entered into a shareholders’ agreement with Ben & Jerry’s, whereby it promised that the board of directors would be largely self-perpetuating (i.e., continuing directors would nominate their successors), and the board would have authority to maintain the company’s social mission.  Unilever, via its CEO selection, would have authority over financial and operational decisions.  When the Ben & Jerry’s board objected to selling the company’s products in the West Bank, Unilever decided to transfer the entire West Bank business to an Israeli operator, bringing their spheres of authority into conflict: was this a social decision, or an operational one?  Ben & Jerry’s, under the direction of the board, sought a preliminary injunction to stop the transfer, arguing that it was the former; Unilever opposed on the grounds that it was the latter.

In my earlier blog post, I wrote about the unusual nature of the arrangement and the ambiguity surrounding the real parties in interest.  That ambiguity was not directly at issue in the judge’s decision on the preliminary injunction but – in a subtle way – it ended up being implicated.

To receive a preliminary injunction, Ben & Jerry’s needed to show that it was threatened with “irreparable harm” if Unilever proceeded with the sale while the case was pending, and that the public interest would be served by an injunction.  The harm that Ben & Jerry’s identified involved damage to its reputation, its prospective goodwill, and to “brand integrity,” in part due to confusion by consumers over responsibility for the actions taken.  Ben & Jerry also cited loss of authority over its brand, and loss of its “corporate independence in dictating its Social Mission” as additional harms.  Ben & Jerry’s claimed that it would lose its ability to use its own products to make protest statements; for example, in Australia it refused to serve two scoops of the same flavor ice cream, to protest the country’s ban on same-sex marriage.   The new Israeli owners might not advance the same messages, or would launch products with different messages, ones that Ben & Jerry’s disagreed with.  As for the public interest, Ben & Jerry’s argued that the popularity of the benefit corporation form shows that there is a societal good that flows from permitting corporations to advance social missions.

The district court denied the preliminary injunction, on the ground that Ben & Jerry’s failed to show a threat of irreparable harm.  Here’s what the court said:

The injunctive relief sought cannot issue on the basis of a hypothetical scenario involving several speculative steps, namely that (1) new products will be introduced, (2) those products will seek to convey a particular message, and (3) the new owners then will market those products to convey a contrary message.

The harm of customer confusion regarding Ben & Jerry’s positions is also remote.  Ben & Jerry’s has offered no evidence of such confusion or the impact of the alleged confusion. If anything, media reports and this very lawsuit evince Ben & Jerry’s position on the issue.  Further, the products sold in Israel and the West Bank will use no English trademarks….

Notice how the court – and to some extent even Ben & Jerry’s – approached this problem.  It was treated as an image issue; Ben & Jerry’s did not want to be associated with certain social messages, and the court found there was no irreparable harm because it was unlikely that the public would in fact have those associations.

But a corporate social mission is not about, or at least not exclusively about, projection of an image.  It is a moral stance that allows participants in the corporate enterprise – shareholders, specifically, when it comes to benefit corporations – to avoid having to contribute personally to a project that they believe causes injury in the world.  It’s very much like the idea behind the Supreme Court’s decision in Hobby Lobby, namely, that corporate owners should not be forced to put their capital behind something they find morally abhorrent.  The public image may matter, but it is secondary; the goal is to not use one’s resources to inflict harm, and certainly not to profit from it.

But that was a difficult, if not impossible, claim for Ben & Jerry’s to make as a corporate entity – and one that the district court entirely failed to perceive – because as a corporation, it only has the moral interests of the humans it represents.  And, as my prior post explains, it’s entirely unclear from this arrangement who those humans are supposed to be; it certainly isn’t the single shareholder, Unilever (or the natural persons who invest in Unilever). 

September 3, 2022 in Ann Lipton | Permalink | Comments (1)

Tuesday, August 30, 2022

Thomas, Thompson, and Wells on "Delaware's Shifting Judicial Role in Business Governance"

Randall Thomas, Robert Thompson, and Harwell Wells have posted Delaware's Shifting Judicial Role in Business Governance on SSRN (here). The abstract is below, but I thought it worth highlighting the following two quotes from the paper:

  • For 2021, 28 percent of Delaware’s state budget was estimated to be provided by corporate franchise tax and business entity fees deriving from corporations, LLCs, LPs, and other business entities organized under its laws.
  • LLCs now provide Delaware almost thirty percent of its budgetary income from entity chartering, up from the low single digits twenty years ago.

Abstract

This Article examines the changing nature of judicial review of governance in American businesses. Drawing on a detailed study of all cases filed in 2018 in Delaware, the country’s dominant jurisdiction for corporate law, and a previous study of such litigation at the turn of the century, it reveals fundamental changes in corporate law issues brought to court in the twenty-first century. Twenty years ago, the chief task of the Delaware Court of Chancery, the nation’s preeminent business court (and the Delaware Supreme Court that hears all appeals from that court), was to apply fiduciary duties to resolve disputes over the governance of publicly traded corporations in an acquisition setting. Today, the Chancery Court’s ambit is far broader. Fiduciary duty litigation is still important, but alongside these cases, the chancellors are now spending more time resolving governance disputes by applying statutory provisions. In a new development for Chancery, its judges now regularly interpret contracts establishing governance in entities beyond the corporation, most prominently the limited liability company (LLC). Corporations are still important, but litigation over LLCs has sharply risen, and the court’s caseload is increasingly dominated by privately (not publicly) held firms—some corporations, some not. The court still spends most of its time resolving governance disputes within firms, but in another change, it is also being called on to resolve non-governance, commercial disputes arising between business firms, especially after an acquisition. This study has important implications for governance of contemporary business entities. It draws attention to the multiple ways that corporate governance questions are now presented to courts and the different skills judges are called upon to employ in the various settings.

In addition to documenting major changes in corporate litigation over the past two decades, this Article draws on its findings to make two additional contributions. First, it proposes new measures to determine the extent to which different kinds of cases heard in the Chancery Court take up different amounts of judges’ and litigants’ time and resources. Second, its findings shed new light on the long-debated question of state competition for business formation and litigation. LLCs now provide Delaware almost thirty percent of its budgetary income from entity chartering, up from the low single digits twenty years ago. The data on commercial non-governance filings suggest Delaware is competing for litigation, separate from chartering, more than it has in the past.

August 30, 2022 in Stefan J. Padfield | Permalink | Comments (1)

Friday, August 26, 2022

"NCLA Presents Oral Argument in Case Challenging Nasdaq Board Diversity Rules"

I received the following in an email and thought it might be of interest to BLPB readers.

MEDIA ADVISORY

MONDAY: NCLA Presents Oral Argument in Case Challenging Nasdaq Board Diversity Rules  

WHO: NCLA Senior Litigation Counsel Peggy Little, NCLA Litigation Counsel Sheng Li

WHAT: NCLA will appear before Judges Carl E. Stewart, James L. Dennis, and Stephen A. Higginson, in the U.S. Court of Appeals for the Fifth Circuit for a hearing in the case of National Center for Public Policy Research v. SEC.

On August 6, 2021, SEC narrowly approved a Rule requiring disclosure of the aggregate race, gender, and sexual preference of Nasdaq-listed companies, with two of five Commissioners dissenting. The Board Diversity Rule subjects Nasdaq-listed companies to the following requirements: (a) they must disclose information about their board’s self-identified gender, race, and sexual preference; and (b) either (i) meet minimum quotas of individuals of a certain gender, racial, and sexual preference, or (ii) publicly explain why the board does not meet such quotas.

The Board Diversity Rules fall outside of the agency’s regulatory authority.

WHERE: Room 209 of the Wisdom Courthouse, 600 S Maestri Pl, New Orleans, LA 70130

The hearing is open to the public.

Click on this link to listen live to the oral argument (Note, this link is active only during the hearing.)

Click on this link to listen to a recording of the argument after the hearing (Recordings are posted shortly after the hearing.)WHEN: Monday, August 29, 2022. The oral arguments for the court begin at 9:00AM CT. Click on this link for the full schedule. NCLA is expected to begin presenting from 9:40AM - 9:50AM. 

For more information click here to visit the case page here.

August 26, 2022 in Stefan J. Padfield | Permalink | Comments (1)

I guess I’m writing about Twitter again

I’ll admit it – I frequently choose blog post topics based on what I can write quickly, and since obviously I’ve been following the Twitter case closely, that’s the topic for today.

This post is really meant as an explainer of the legal state of play; lawyers who have been following closely probably already know most of this, but for anyone else, this is for you.

It’ll be really, really long, so I cut

Continue reading

August 26, 2022 in Ann Lipton | Permalink | Comments (15)

Case Western Law - Tenure/Tenure Track Faculty Positions

CASE WESTERN RESERVE UNIVERSITY SCHOOL OF LAW invites applications for tenured or tenure-track faculty positions, beginning July 2023. 

The school is seeking entry-level candidates with demonstrated law teaching and scholarship potential, as well as lateral candidates with strong scholarly track records and substantial law teaching experience. Areas of interest for teaching and scholarship include environmental law, property, copyright, trademark, torts, tax, commercial law, and family law. Appointment will be considered at the Assistant, Associate, or Full Professor level, based upon prior teaching experience and scholarship. Positions may include the opportunity to teach in the Kramer Law Clinic, or administrative responsibilities in the Coleman P. Burke Center for Environmental Law or the Spangenberg Center for Law, Technology, and the Arts. 

Applicants should provide a CV, cover letter identifying their interest in the position as well as their future research agenda, and a statement explaining how their research, teaching, and/or service have contributed to diversity, equity and inclusion within their scholarly field(s) and/or how their individual and/or collaborative efforts have promoted structural justice inside and outside institutions of higher learning. This statement should also reflect on the ways in which the candidate's continued efforts will foster a culture of diversity, pluralism, and individual difference at Case Western Reserve University into the future.  Ideally applicants should be experienced in working with diverse student populations, including international graduate legal studies students and non-JD masters in legal studies students.  Candidates must have a JD from an accredited law school.   

Applicants should submit a cover letter, curriculum vitae, summary of teaching experience, diversity statement, and the contact information for three professional references to facultylawjobs@case.edu in one PDF file. Further information about the law school is available at http://law.case.edu.

In employment, as in education, Case Western Reserve University is committed to Equal Opportunity and Diversity.  All qualified applicants will receive consideration without regard to race, color, religion, gender, gender identity or expression, sexual orientation, national origin, genetics, disability, age, political affiliation, or veteran status.

Case Western Reserve University provides reasonable accommodations to applicants with disabilities. Applicants requiring a reasonable accommodation for any part of the application and hiring process should contact the Office of Inclusion, Diversity and Equal Opportunity at 216-368-8877 or equity@case.edu to request a reasonable accommodation. Determinations as to granting reasonable accommodations for any applicant will be made on a case-by-case basis.

August 26, 2022 in Joan Heminway, Jobs | Permalink | Comments (0)

Thursday, August 25, 2022

Florida's Anti-ESG Investment Resolution -- Pointless or Blinding?

At the urging of Governor DeSantis, Florida's State Board of Administration recently adopted a new resolution changing the state investment policy.  As I read the language, it either does next to nothing or pointlessly blinds Florida's asset allocators.  

Consider the language in the resolution instead of the overheated political press releases going out around it.  The resolution limits investment criteria to "pecuniary factors."  A "pecuniary factor" is  one that is"expected to have a material effect on the risk and return of an investment based on appropriate investment horizons consistent with the fund’s investment objectives and funding policy.  It expressly excludes "the consideration of the furtherance of social, political, or ideological interests." (emphasis added). The resolution also directs that its capital allocators may not "subordinate the interests of the participants and beneficiaries to other objectives and may not sacrifice investment return or take on additional investment risk to promote any non-pecuniary factors."

This resolution seemingly has no impact on the ability of Florida funds to consider ESG factors when allocating capital.  Imagine you're an asset allocator with a long time horizon and trying to evaluate between investing in different companies.  One company has critical infrastructure situated in areas highly likely to experience damage from rising sea levels.  The other company does not face this risk.  Exposure to environmental risk appears likely to have a material effect on the risk and return of the investment.  Environmental risk would be a "pecuniary factor."

The language also seemingly allows asset allocators to consider political factors in allocating capital, so long as they are likely to have a material effect on the risk and return of an investment.  For example, an asset allocator might have an investment thesis that corporate donations to DeSantis, Trump, or some other politician materially increase the risk that these companies will face consumer boycotts or other opposition in the future.  The investment thesis might even be that people or entities donating to DeSantis have poor judgment and that poor judgment will lead to relative underperformance in the future. This would be a pecuniary factor under the definition.  

This would not stop asset allocators from taking into account a firm's commitment to diversity.  A fund might have an investment thesis that diversity matters to performance.  This makes it a pecuniary factor.

All the resolution seemingly does is prohibit making investment decisions with the goal of furthering social, political, or ideological interests.  This seems aimed at a problem that does not appear to exist.  I don't know any reason to believe that Florida's funds have been allocating capital to achieve non-financial objectives.  In this sense, the resolution seems to be pointless posturing.  After all, the resolution only prohibits the "consideration of the furtherance of social, political, or ideological interests." (emphasis added). The phrase "of the furtherance of" does all the work here.

Companies operate in social, political, and ideological environments.  Asset allocators need to be able to consider these issues to assess risk and return.  The the extent that this actually prohibits considering these factors, which I would not read it as doing, it would only work to pointlessly blind Florida to reality and condemn it to underperformance.

 

August 25, 2022 | Permalink | Comments (1)

Georgia State Hiring in Business Law

Georgia State University College of Law invites junior and lateral candidates to apply for tenure-track positions to begin no later than the 2023-24 academic year. The College of Law seeks candidates who will teach in one or more of the following areas: criminal law, constitutional law, evidence, business law (including corporate and commercial law), and intellectual property law.  

Part of a comprehensive research university, the College of Law is a dynamic urban law school located in the heart of Atlanta with approximately 650 full- and part-time law students. The College of Law seeks candidates who will make substantial and meaningful scholarly contributions, participate actively in the life of the law school, and who will enhance the College of Law’s strong teaching reputation. We encourage applications from candidates who would diversify our faculty. 

Applicants will have a J.D. or foreign equivalent and a strong academic record. In addition, applicants should demonstrate a track record or promise in teaching and research. Applicants should apply with a statement of interest, full curriculum vitae, research agenda, teaching evaluations (if applicable), diversity statement (if applicable), and list of references at https://academicjobsonline.org/ajo/jobs/22358, or via the AALS FAR distribution.

Review of applications will begin immediately and continue until the positions are filled. To ensure full consideration, please submit your application by September 15, 2022. Applications received after this date may be considered at the discretion of the College of Law Recruitment Committee. For any questions related to the positions, please contact Professors Nirej Sekhon (nsekhon@gsu.edu) or Rob Weber (rweber@gsu.edu).  

August 25, 2022 in Joan Heminway, Jobs | Permalink | Comments (0)

Wednesday, August 24, 2022

Call for Papers - Business Ethics and the Future of Work

Dear BLPB Readers:

"CALL FOR PAPERS
BUSINESS ETHICS AND THE FUTURE OF WORK

The Center for Ethics, Diversity, and Workplace Culture in the Fox School of Business at Temple University, the Center for Legal Studies & Business Ethics in the Spears School of Business at Oklahoma State University, and the American Business Law Journal to Cohost 2023 Symposium:

Business Ethics and the Future of Work

The Center for Ethics, Diversity, and Workplace Culture, the Center for Legal Studies and Business Ethics, and the American Business Law Journal (ABLJ) welcome submissions on business ethics and the future of work. The ABLJ is rated an A journal on the Australian Business Deans Council (ABDC) journal quality list and is the premier peer-reviewed research journal in business law. The symposium theme is consistent with 2020 AACSB Standard 9. The ABLJ anticipates publishing a special issue devoted to the symposium theme.

The societal, economic, cultural, and public health challenges and opportunities of the last decade have dramatically altered the ways that workers around the globe conceive of their work and the workplace. The #MeToo and Black Lives Matter Movements, the global pandemic, innovations in technology and artificial intelligence, and a resurgence of labor organizing, among other forces, necessitate a reconsideration of ethical business practices particularly as they impact employees and the modern workplace. Organizations across industry sectors must contemplate “hybrid” work spaces, demands for corporate social responsibility, and serious calls for an equitable and inclusive workplace culture. While industry professionals are beginning to contemplate these large-scale changes, there is a need for legal and ethics research to help guide this conversation. This symposium hopes to generate a broad range of scholarship that develops thought leadership around business ethics and the future of work in this new reality."

The complete call for papers is Download RESEARCH SYMPOSIUM_2023.

August 24, 2022 in Call for Papers, Colleen Baker | Permalink | Comments (0)

Arkansas-Fayetteville Seeks Advanced Business Law Tenure-Track Faculty Member

The University of Arkansas School of Law is pleased to announce that it is currently seeking applicants for a tenure-tenure track assistant or associate professor to teach Securities Regulation, Corporate Finance, and other advanced business courses in the law school curriculum starting in the 2023-2024 academic year.  Professors are expected to teach two courses in each semester.

We also seek to fill a tenure-track clinical position starting in the 2023-2024 academic year, with a focus on economic development, transactional practice, business or entrepreneurship. Clinical professors are expected to teach 6 to 8 students during the fall and spring semesters.

Both entry-level and lateral applicants are encouraged to apply.  

A candidate must have a J.D. degree from an ABA accredited law school and a commitment to teaching in an environment dedicated to excellence in teaching and mentoring of students. We look for innovative faculty with a preference for both practice and teaching experience. Applicants must demonstrate a commitment to service to legal education and to the wider community as well as a desire to engage in the intellectual life of the University. The University of Arkansas School of Law is dedicated to the aims of diversity and strongly encourages applications from women and minorities.

 The University of Arkansas-Fayetteville, located in the northwest corner of the state, is the flagship campus of the University of Arkansas. U.S. News & World Report has consistently ranked the city of Fayetteville as one of the "top five" places to live in America. The region is welcoming, forward-thinking, and full of opportunities for outdoor recreation. The University of Arkansas is an equal opportunity, affirmative action institution. The university welcomes applications without regard to age, race/color, gender (including pregnancy), national origin, disability, religion, marital or parental status, protected veteran status, military service, genetic information, sexual orientation, or gender identity. Persons must have proof of legal authority to work in the United States on the first day of employment.

 All applicant information is subject to public disclosure under the Arkansas Freedom of Information Act. Questions and expressions of interest should be directed to Professor Carl Circo, Chair of the Faculty Appointments Committee, at ccirco@uark.edu.

Please apply for the Business law position at the link below: 

 uasys.wd5.myworkdayjobs.com/en-US/UASYS/details/...

Please apply for the Clinic position at the link below:

uasys.wd5.myworkdayjobs.com/en-US/UASYS/details/...

August 24, 2022 in Joan Heminway, Jobs | Permalink | Comments (0)

Tuesday, August 23, 2022

Mercer Law Seeks Tenure-Track Business/Commercial Law Faculty

Mercer University School of Law invites applications from entry-level candidates (including pre-tenured laterals) for three tenure-track faculty positions to begin in the Fall of 2023. We welcome applications from candidates in all subject matter areas, including legal writing and experiential courses, and we are particularly interested in hiring at least one candidate with a background or interest in contracts, business law and/or commercial law.

Of particular note, we welcome candidates who are truly entry-level, with no prior law teaching experience, but who show significant promise for excellence in teaching and scholarship. With that in mind, if you know any recent graduates who may be interested or particularly promising, please pass this announcement to them.

Candidates who will add to the diversity of our faculty are particularly encouraged to apply. Mercer University is an AA/EEO/ADA employer. Applicants should have a J.D. degree from an accredited university/college, a commitment to excellence in teaching, and demonstrated potential for excellence in research and scholarship. Interested applicants will need to complete the brief online application at: hr.mercer.edu/jobs and attach a current CV with the names and contact information for three references. For information contact Professor Tim Floyd, Chair, Appointments Committee, Mercer University School of Law, floyd_tw@law.mercer.edu.

August 23, 2022 in Joan Heminway, Jobs | Permalink | Comments (0)

Monday, August 22, 2022

Emory Law Hiring in Business Law and Related Areas

The following comes to us from friend of the BLPB George S. Georgiev at Emory Law:

Emory Law is looking to fill several faculty positions, including positions in corporate law, bankruptcy law, tax law, private international law, AI, and employment/labor law, which may be of particular interest to BLPB readers. The full hiring announcement is provided below.

Emory Law Faculty Hiring Announcement

Emory Law seeks to fill seven faculty positions to begin in the 2023-24 academic year.  Entry-level candidates are strongly encouraged to participate in the AALS Faculty Appointments Register. Lateral candidates should complete the online application which requires creating an account, uploading a resume or CV, and providing basic demographic information. In addition, applicants should submit a cover letter, a current CV, a published or unpublished academic article, a brief research agenda, and an indication of teaching interests (if not listed on the CV) to the chair of the Faculty Appointments Committee: Joanna Shepherd, at law.faculty.appointments@emory.edu. Applications will be considered on a rolling basis. The positions are as follows: 

  1. Assistant or Associate Professor- Tax Law 

Emory University School of Law seeks to fill one to two positions in tax law beginning in the 2023-2024 academic year. The positions are open to entry-level and lateral candidates at the rank of assistant or associate professor. Candidates must have a J.D., Ph.D., or equivalent degree, and a distinguished academic record. Candidates should have a strong track record and/or show outstanding promise in research in tax law or related fields, and the ability to teach at least one tax course. Where a candidate has met the law school’s standards for scholarly excellence and demonstrated the ability to teach tax-related courses, a candidate’s interest in teaching in the 1L curriculum will be an additional positive factor.  

  1. Assistant or Associate Professor- Employment/Labor Law 

Emory University School of Law seeks to fill a position in employment or labor law beginning in the 2023-2024 academic year. The position is at the rank of assistant or associate professor and is open to entry-level and lateral candidates. Candidates must have a J.D., Ph.D., or equivalent degree, and a distinguished academic record. Candidates should have a strong track record and/or show outstanding promise in research in employment law, labor law, or related fields. Candidates should also have the ability to teach one or more employment or labor law courses. Where a candidate has met the law school’s standards for scholarly excellence and demonstrated the ability to teach employment-related courses, a candidate’s interest in teaching in the 1L curriculum will be an additional positive factor.

  1. Associate or Full Professor- Corporate Law 

Emory University School of Law seeks to fill a position in corporate law beginning in the 2023-2024 academic year. The position is open to lateral candidates at the rank of associate (2+ years of experience) or full professor. Candidates must have a J.D., Ph.D., or equivalent degree, and a distinguished academic record. Candidates should have a strong track record and/or show outstanding promise in research in corporate law or related fields. Candidates should also have the ability to teach at least one corporate or business law course.  Where a candidate has met the law school’s standards for scholarly excellence and demonstrated the ability to teach corporate-related courses, a candidate’s interest in teaching in the 1L curriculum will be an additional positive factor.

  1. Assistant, Associate, or Full Professor- Bankruptcy Law 

Emory University School of Law seeks to fill a position in bankruptcy law beginning in the 2023-2024 academic year. The position is open to entry-level and lateral candidates of all levels of experience. Candidates must have a J.D., Ph.D., or equivalent degree, and a distinguished academic record. Candidates should have a strong track record and/or show outstanding promise in research in bankruptcy, commercial law, or related fields. Candidates should also have the ability to teach at least the foundational bankruptcy course. Where a candidate has met the law school’s standards for scholarly excellence and demonstrated the ability to teach bankruptcy, a candidate’s interest in teaching in the 1L curriculum will be an additional positive factor.

  1. Assistant, Associate, or Full Professor- Constitutional Law/Law & Religion 

Emory University School of Law seeks to fill a position in constitutional law with a priority given to candidates who have interest and/or expertise in law & religion (including but not limited to religious freedom), beginning in the 2023-2024 academic year. The position is open to entry-level and lateral candidates of all levels of experience. Candidates must have a J.D., Ph.D., and/or equivalent degree, and a distinguished academic record. Candidates should have a strong track record and/or show outstanding promise in research in constitutional law, law & religion, and related fields, and the ability to teach one or more constitutional law and law and religion courses. The successful candidate will have the opportunity to participate in the law school’s globally-recognized Center for the Study of Law and Religion.

  1. Assistant, Associate, or Full Professor- Artificial Intelligence 

Emory University School of Law seeks applications from legal scholars of all levels of experience whose work engages issues related to artificial intelligence (AI), machine learning (ML), and data science. Candidates should have exceptional records in research, teaching, and service and have attained a J.D., Ph.D., or equivalent degree. Where a candidate has met the law school’s standards for scholarly and teaching excellence, interest in teaching in the 1L curriculum will be an additional positive factor.  

Over the next several years, across its departments, Emory University will hire 50 to 60 faculty members with a focus on, but not limited to, four topical areas: AI and Health; AI and Social Justice/Law; AI and Business/Economics and Entrepreneurship/Law; and AI and the Humanities and Arts. Emory Law has already recruited two leading scholars working in AI-related fields. Additional information about the university’s initiative can be found here.  The law school has also announced the Innovation and Legal Tech Initiative, which will explore the implications of AI, machine learning, and data science for the practice of law. 

  1. H. Gyr Professor of Private International Law

Emory University School of Law seeks applications from distinguished scholars for the K.H. Gyr Professor of Private International Law. The Gyr professorship recognizes outstanding achievement in scholarship and teaching in disciplines related to private international law, including international conflict of laws, international economic law, trade, international commercial arbitration and litigation, financial regulation, international business transactions, and other fields relating to private international law. Candidates should have exceptional records in research, teaching, and service and have attained a J.D., Ph.D., or equivalent degree. Candidates should currently hold a tenured academic appointment and should be eligible for appointment as a full professor at Emory. Where a candidate has met the law school’s standards for scholarly excellence and demonstrated the ability to teach courses related to private international law, a candidate’s interest in teaching in the 1L curriculum will be an additional positive factor. 

August 22, 2022 in Joan Heminway, Jobs | Permalink | Comments (0)

Sunday, August 21, 2022

Brandeis School of Law Seeks Tenure-Track Faculty

The University of Louisville's Brandeis School of Law invites applications for two or more tenure-track full-time faculty positions at the Associate/Assistant professor level to commence on July 1, 2023. Curricular needs include torts, contracts, civil procedure, criminal procedure, professional responsibility, intellectual property, family law, and commercial law. Academic rank and salary will be commensurate with qualifications and experience.

The University of Louisville's law school: The University of Louisville's Brandeis School of Law is committed to excellence in preparing lawyers for productive careers. The school boasts an excellent faculty with a deep commitment to teaching and academic support, and a low student-faculty ratio.  Our smaller class sizes foster close interaction between students and faculty, nurture a culture of collegial learning, and provide opportunities for individualized attention. Candidates are also expected to have a commitment to rigorous scholarly production.

The School of Law strives to promote collegiality and professionalism, and its culture is based on civility and respect for all students, faculty, and staff.  The school also seeks to admit and support a diverse law school population and provides opportunities to share and discuss differing opinions. 

Applicants: Applicants for this position should have distinguished academic credentials, a record of scholarship, and a strong commitment to scholarship, teaching, service, professional ethics, and collegiality. The School of Law values the diversity of its faculty and encourages applications from persons who will contribute to that diversity.

The Committee will begin reviewing applications immediately and continue to review until hiring needs are met. 

Equal Employment Opportunity

The University of Louisville is an equal opportunity, affirmative action employer, and is committed to providing employment opportunities to all qualified applicants without regard to race, sex, age, color, national origin, ethnicity, creed, religion, disability, genetic information, sexual orientation, gender, gender identity and expression, marital status, pregnancy, or veteran status. If you are unable to use our online application process due to an impairment or disability, please contact the Employment team at employment@louisville.edu or 502.852.6258.

August 21, 2022 in Joan Heminway, Jobs | Permalink | Comments (0)

Robert Miller: "decisions made under the stakeholder model are necessarily unprincipled"

One of my Westlaw alerts this morning included: Robert T. Miller, How Would Directors Make Business Decisions Under A Stakeholder Model?, 77 Bus. Law. 773 (2022). Here is the abstract:

Under the stakeholder model of corporate governance, directors may confer benefits on corporate constituencies other than shareholders without regard to whether doing so produces benefits for the shareholders even in the long run. Contrary to what advocates of stakeholder theory often say, stakeholder theory does not put all corporate constituencies on a par, letting directors give equal consideration to the interests of all constituencies. Rather, stakeholder theory uniquely disadvantages shareholders, allowing directors to transfer value from shareholders to other constituencies but never from other constituencies to shareholders. More importantly, although critics of the stakeholder model going back to Berle have complained that the model provides directors with no clear standard by which to make business decisions, this criticism grossly understates the problem. In fact, the stakeholder model says nothing at all about which interests of the various constituencies are legitimate interests, much less about how such interests should be balanced against each other. As a result, the model provides no normative criteria of any kind on the basis of which we can intelligibly say that one business decision is any better--or any worse--than any other. Consequently, under stakeholder theory, every possible decision is as good and as bad as every other possible decision. The stakeholder model is thus not just insufficiently determinate but radically indeterminate. The question thus becomes whether there are any plausible normative criteria that can be added to the stakeholder model to make it reasonably determinate. Some obvious candidates are Kaldor-Hicks efficiency, hypothetical bargains among the corporate constituencies (both ex ante and ex post), and Delaware doctrines about the apportionment of merger consideration among different classes of shareholders, but it turns out that none of these can supply the normative lacuna in the stakeholder model. The model could be supplemented with a robust normative theory, such as that in Rawls's A Theory of Justice, Mill's act utilitarianism, or Aquinas's natural law theory, but this would require directors to become experts in moral philosophy and so echoes the improbabilities of Plato: until directors become moral philosophers or moral philosophers directors, there shall be no coherent stakeholder governance. The view that decisions made under the stakeholder model are necessarily unprincipled is confirmed from the writings of leading stakeholder advocates who expressly concede that, under a stakeholder model, the decisions of directors will be essentially political--i.e., determined not according to any rational, normative principles but by the varying abilities of different interest groups to pressure or lobby the directors. As an attempt to explain how directors should make business decisions, the stakeholder model is thus hopelessly and fatally flawed.

August 21, 2022 in Stefan J. Padfield | Permalink | Comments (1)

Saturday, August 20, 2022

Charleston School of Law Seeks Business Law Faculty

Charleston School of Law in Charleston, South Carolina welcomes applications for full-time, tenure-track faculty. The School of Law also welcomes applicants interested in a full-time visitorship. The School is presently looking for candidates interested in teaching one or more of the following subjects: Business Organizations; Sales; Secured Transactions; and, Tax. However, our curricular needs are flexible, and we welcome applications from all candidates whose teaching, service, or research interests will promote the School's goals of excellent teaching, community service, diversity, and inclusion.

Ideal candidates will show commitment to becoming stellar teachers and passionate, enthusiastic colleagues, who are willing to invest considerable energy and effort in service and institution building by collaborating with the rest of the faculty to achieve excellence at the School of Law. We value candidates with practice experience who will bring the real world of lawyering to the classroom. We also value previous teaching experience, including as adjunct faculty, at a law school or college. However, completion of visiting assistant professor programs, fellowships, Ph.D. degrees, and LL.M. degrees are not prerequisites. We are looking, instead, for a demonstrated ability to grow into the role of teacher and scholar.

Charleston School of Law is an ABA fully-accredited institution reinvigorating the study of law by offering a rich, comprehensive three-year program rooted in excellence. Our campus is located in the Upper King Street district of historic, downtown Charleston, S.C., which Travel + Leisure Magazine named as the 2022 Number One Best City in the United States for the tenth consecutive year. The School of Law was founded in 2003 with a mission to instill the values of public service and professionalism in its graduates. Key goals for the School are student success and providing opportunities to historically underrepresented groups in the profession.

The School of Law prides itself on having a talented and accessible faculty and staff. Princeton Review regularly ranks Charleston School of Law as a top institution for faculty accessibility, teaching quality, and resources for women. The School's Faculty bring significant practice experience to the classroom and include former law firm partners, state and federal prosecutors, defense attorneys, corporate counsel, and military veterans. Charleston School of Law is dedicated to maintaining a diverse and inclusive community of students, faculty, and staff that fosters an appreciation for and understanding of people from a variety of cultural and ethnic backgrounds.

Applicants should submit a cover letter explaining their interest in a position at Charleston School of Law specifically, the subjects the applicant would be interested in teaching, a curriculum vitae, research agenda, and any teaching evaluations received to the Committee on Faculty Recruitment, Retention & Inclusion at facultyrecruitment@charlestonlaw.edu. Review of applications is ongoing, although we recommend submission of materials as soon as possible. Should you have any questions for the Chair of the Committee, please feel free to email Dylan Malagrinò, Associate Dean for Faculty Research & Development and Professor of Law, at: dmalagrino@charlestonlaw.edu.

The Charleston School of Law is an equal opportunity employer and does not discriminate against any individual or group on the basis of gender, sexual orientation, gender identity or expression, age, race, color, religion, national origin, veteran status, genetic information, disability, or any other legally protected class.

August 20, 2022 in Joan Heminway, Jobs | Permalink | Comments (0)

Eldar & Rauterberg on Delaware's Politics

A while back, when the Twitter/Musk mishegoss was just gearing up, there was a whole political aspect to the thing whereby conservatives accused Twitter’s board of intentionally stonewalling Musk’s takeover bid in order to advance their liberal commitments.  At the time, I said that it was comforting to know that whatever legal battles resulted, they would be decided by the relatively neutral principles extant in Delaware law.

Which is why I was so pleased to see Is Corporate Law Nonpartisan?, by Ofer Eldar and Gabriel Rauterberg, forthcoming in the Wisconsin Law Review, pop up on SSRN.  The authors use Carney v. Adams – the case where the Supreme Court considered, but did not decide, whether Delaware’s party-balance mandate for its judiciary violates the First Amendment – as a jumping off point, and from there conclude that many states’ corporate law is shaped by their party politics.  Delaware, by contrast, has been able to compete successfully for corporate charters because of its deliberately nonpartisan approach, which assures dispersed shareholders that their interests will not be subrogated to those of concentrated local stakeholders.  They also point out that Delaware can maintain this nonpartisan commitment in part because it’s such a small state, and substantively hosts so few businesses, which prevents local interests from hijacking the political process.

(To circle this back to Twitter, now it’s Musk resisting the purchase and Twitter trying to force it through.  Ken Paxton of Texas, apparently trying to ingratiate himself with Musk, has announced an investigation to back up Musk’s claims that Twitter lied in its securities filings.  How much do you imagine Twitter’s shareholders appreciate that?)

This system is certainly beneficial to Delaware in some ways but we may question how well this serves Delaware’s residents overall.  Delaware’s population is majority-Democratic, and, in addition to its role in generating corporate law, the state has all the usual issues associated with statehood, including criminal disputes, property disputes, and so forth.  One might reasonably ask whether it’s good for Delaware’s residents that the state has an ongoing commitment to, essentially, elevate a minority party within the judiciary.  On this, it’s worth going back to the important role that Delaware courts played in school desegregation, as highlighted in Omari Simmons’s paper, Chancery’s Greatest Decision: Historical Insights on Civil Rights and the Future of Shareholder Activism, 76 Wash. & Lee L. Rev. 1259 (2019).  Delaware does more than just corporate law.  Though, I suppose, if Delaware’s residents are being mildly disenfranchised, not having to pay sales tax takes some of the sting out of it.

August 20, 2022 in Ann Lipton | Permalink | Comments (0)

Friday, August 19, 2022

Mississippi College School of Law Invites Applications for Multiple Entry-Level Tenure-Track Faculty Positions

Mississippi College School of Law invites applications from entry-level candidates for multiple tenure-track faculty positions expected to begin in July 2023. Our search will focus primarily on candidates with an interest in teaching one or more of the following subject areas: Civil Law, Civil Procedure, Contracts, First Amendment, Commercial Law, Cyber Law/Law & Technology, Estates & Trusts, and Race and the Law. We seek candidates with a distinguished academic background (having earned a J.D. and/or Ph.D.), a commitment to excellence in teaching, and a demonstrated commitment to scholarly research and publication. We particularly encourage applications from candidates who will enrich the diversity of our faculty. We will consider candidates listed in the AALS-distributed FAR, as well as those who apply directly.

Applications should include a cover letter, curriculum vitae, a Mississippi College Faculty Application (found on this website), a scholarly research agenda, the names and contact information of three references, and teaching evaluations (if available).

Applications should be sent in a single PDF to Professor Jonathan Will, Chair, Faculty Appointments Committee, via email at will@mc.edu. Here's a link to the job posting.

August 19, 2022 in John Anderson | Permalink | Comments (0)

Wednesday, August 17, 2022

Creighton Law Is Seeking Entry-Level and Lateral Candidates

Dear BLPB Readers:

"Creighton University School of Law seeks to hire multiple tenure-track faculty members, and invites both entry-level and lateral candidates to apply, one of which will be focused on Academic Success & Bar Exam Preparation. The Law School is particularly interested in candidates with teaching and research interests in the field of Contracts, including Business Associations and Commercial Law and in the field of Evidence, including Criminal Law and Procedure. The Law School’s current curriculum requires these courses, which are also offered during the summer due to our robust Accelerated J.D. (AJD) program. The Law School has secondary needs in Human Rights, Constitutional Law, and in multiple areas of Private International Law, Sports & Entertainment Law, ADR, and Environmental & Natural Resources Law.

Continue reading

August 17, 2022 in Colleen Baker, Jobs | Permalink | Comments (0)

Brennan on "Diversity for Justice vs. Diversity for Performance"

Jason Brennan has posted Diversity for Justice vs. Diversity for Performance: Philosophical and Empirical Tensions on SSRN (here).  The abstract:

Many business ethicists, activists, analysts, and corporate leaders claim that businesses are obligated to promote diversity for the sake of justice. Many also say—good news!—that diversity promotes the bottom line. We ... need not choose between social justice and profits. This paper splashes some cold water on the attempt to mate these two claims. On the contrary, I argue, there is philosophical tension between arguments which say diversity is a matter of justice and (empirically sound) arguments which say diversity promotes performance. Further, the kinds of interventions these distinct arguments suggest are different. Things get worse when we examine the theory and empirical evidence about how diversity affects group performance. The kind of diversity which promotes justice and the kind which promotes the bottom line are distinct—and the two can be at odds.

August 17, 2022 in Stefan J. Padfield | Permalink | Comments (0)

Monday, August 15, 2022

Launching Business Associations 2022 - Course Objectives

I am back in the classroom teaching Business Associations (year 23 of teaching) on Wednesday.  As I was reviewing my course objective for the course this year, I wondered how different my learning objectives for my students are from those of others.  So, I decided I would share mine here and ask for comments.  Here it is:

*          *          *

Course objective:  The doctrinal content of this course is calibrated to prepare you for the business associations portion of the bar exam.  More specifically, the course is designed to enable you to:

  • compare and contrast core legal rules relating to the existence, structure, governance, liability, and financing of basic forms of for-profit business entity (and distinguish these forms of entity from sole proprietorships governed by common law principles, including those found in agency law, as well as contract, tort, and property law) through the review and analysis of state statutory and decisional law;
  • become familiar with basic concepts addressed in U.S. federal securities regulation, including the definition of a security, the registration of securities offerings, public company registration and reporting, proxy regulation, and securities fraud;
  • understand the framework of business entity regulation and key business law tools, concepts, and principles at the intersection of theory, policy, doctrine, and practice;
  • observe how economic, social, and political dynamics impact and are impacted by the law governing for-profit businesses; and
  • apply, both in writing and through oral expression, basic principles of state business entity law and U.S. federal securities law through legal analysis in advocacy, transactional, and other legal advisory settings.

In this course, you are required to act as legal decision-makers, advocates, and advisors—both individually and as part of a group—and your performance will be assessed both individually and in a group context (with all members of the group being collectively responsible for the group’s performance, as lawyers are in law practice).  As a result, oral and written skills of various kinds (reading and listening closely and critically, analyzing methodically, persuading effectively and efficiently, self-assessing and peer assessing constructively, etc.) will be at a premium in all that we do.  Group dynamics also will play a role.  As the course permits, we will engage in contextual discussions about these kinds of skills and other aspects of lawyering (including legal ethics and professional responsibility, which pervade the course material).

*           *          *

I suspect that those of us who teach the course all have a core set of substantially similar objectives,  However, I also suspect that there is a lot of variance beyond that as to the scope of doctrine (how far beyond bar exam basics one goes) and the nature of other expectations.  Let me know in the comments or by private message if you have any comments or other reactions.  I remain curious . . . .

August 15, 2022 in Business Associations, Joan Heminway, Teaching | Permalink | Comments (0)