Business Law Prof Blog

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Remembering Roberta Karmel

I learned earlier this week of the death of Brooklyn Law Professor Roberta Karmel.  Roberta was extraordinary, and I miss her already.  Much has been written about her role in our profession--including her service as the first female commissioner at the Securities and Exchange Commission.  I will only add a few personal reflections here.

Roberta was both exacting and compassionate--traits that we sometimes think of as being mutually exclusive.  Small in stature, she somehow was still formidable.  When I first met her in a setting where she was commenting on academic work, I was impressed and intimidated.  Despite my extroversion, I was hesitant to introduce myself and reach out to her in friendship.  When I later admitted that to her, she laughed and (in that inimitable voice we all know and will remember) let me know how silly that was.

Roberta was the honored keynote speaker at our 2009 law graduation (hooding) ceremony at The University of Tennessee College of Law.  She was invited by a student committee that understood well her significance to the law and legal education communities.  She shared details of her life and career with us.  It was inspirational for me, even though I knew parts of the story.  Hearing that history in her own voice was priceless.

I was blessed to be part of a symposium held back in May 2021 to honor Roberta's career.  My paper from that symposium reflects on and extends an earlier published piece of her work.  I offered a post on that paper here.  As I note in that post, having the opportunity to review and dissect Roberta's work helped me in my own.

Thinking about all of this today does make me sad. Roberta's wisdom and voice will no longer add new ideas to the mix.  However, there also is cause for gratitude and hope.  She has left a strong legacy--one that we all can continue to reflect on and use in our work for many years to come.

ESG and Mrs. Thompson

“Human beings are far more complicated and enigmatic and ambiguous than languages or mathematical concepts.” – Iris Murdoch, The Sovereignty of Good Over Other Concepts (88)

During lunch yesterday, I attended a panel on “Measuring the S in ESG” at Belmont University's Hope Summit. The presenters made plenty of thoughtful comments, but I did not leave with much hope that we will be able to accurately measure "S" (social good). (The panel also seemed to confirm that most institutional investors view ESG data primarily as a tool to assist in achieving excellent financial performance, and most are not very interested in sacrificing profits, at least not for more than a few years.)

Later that afternoon, at a celebration for our neighborhood bus driver, I began to realize why I had so little hope for numerical scores of social good. Glendra Chapman Thompson has been driving the same bus route in our neighborhood for 32 years; she is only retiring now due to serious health issues. To say she is beloved is an understatement. Her joy emanates. She is patient, kind, and always smiling. She knows the name of every child, and you can sense that she cares deeply for each one. As Iris Murdoch writes in the opening quote, languages or mathematical concepts cannot capture Mrs. Thompson's essence.

Organizations are made up of human beings like Mrs. Thompson. While I think we could agree that Mrs. Thompson has created a massive amount of social good, we can’t capture her goodness in a number. Her love is irreducible.  

Attempting to measure social good is not only practically impossible, but the attempted measurement may also do harm. By attempting to reduce the impact of someone like Mrs. Thompson to a number, you would miss nuance and beauty. Further, by measuring and marketing social good you can cut against humility, which is often considered a cornerstone virtue.  

In the corporate context, there may be some ESG data that is helpful. (Wage data, for example, can be telling). But I think we should be honest about the many things we cannot measure. Stories and interviews may be needed, and the most significant social good may be the least flashy.  

Watch the video our school system did for Mrs. Thompson here. We often walk our children to school, but we would let them ride the bus the 800m to school on occasion simply to be in her caring presence. We will miss you Mrs. Thompson.

Celebrating Independence without the Trappings: A Business Law Prof "Take"

Stefan's Independence Day post is far more erudite than mine.  Kudos and thanks to him for the substantive legal content.  This post covers more of a teaching point--one that I often think about in the background but want to being to the fore here.

I am focused in writing this on things like family reunions, local holiday festivities, grilling out, and fireworks.  It has been a rocky road to the Fourth in these and other aspects this year.  Overlapping causes can easily be identified.  As if the continuing COVID-19 nightmare were not enough . . . .

I will start with COVID-19, however.  I have heard of many who are missing family and other events this weekend because of positive COVID-19 diagnoses, test results, or exposures.  I was sad to learn, for example, that Martina Navratilova had to miss the historic Wimbledon centennial celebration, including the Parade of Champions, yesterday.  But there is more.

The air travel debacles have been well publicized.  Weather, labor shortages, and other issues contribute to the flight changes and cancellations airlines need to make on this very popular travel weekend--expected to set records.  And gas prices have stymied the trips of some by land (again, at a time during which travel was expected to be booming), although news of some price drops in advance of the weekend was certainly welcomed.  Even for those who are well and able to travel to spend holiday time with family, it has been a challenge.

The cost of your cookout this year also may be higher, should you choose to have one.  Supply chain turmoils and the effects of inflation and the war in Ukraine all are listed as contributing factors.  (The linked article does note that strawberries are a good buy, nevertheless, which is welcome news to me.)

And yes, fireworks displays also have been disrupted.  The causes include both concerns about weather (dry conditions and flammables do not mix well!) as well as the impact of labor shortages, inflation, and other factors influencing the supply of goods.  Of course, there also is a high demand for fireworks in the re-opened socio-economic environment.  All have been widely reported.  See here, here, here, and here.

These holiday weekend disappointments create personal strife.  But why should a business law prof care about all of this? 

I find that stepping back and looking at the state of business at given times can be instructive in reflecting on the ways in which business law policy, theory, and doctrine do and should operate in practice.  In an inflationary period with labor shortages, what profit-seeking business would not be looking at customers, clients, and employees as an important constituencies?  In an era of supply chain dislocations, what business managers would not be focused on strong, positive relationships with those who sell them goods and services significant to their business?  And, of course, with investment returns of direct and indirect import to the continued supply of funding to business ventures, firms need to pay heed to investor concerns.  Note how these observations allow for commentary on principles of/underlying contract law, contract drafting, securities regulation, fiduciary duty in (and other elements of) business associations law, insurance law, and more.

Looking at legal theory, policy, and doctrine in practical contexts can useful to a business law prof for teaching, scholarship, and service--depending on the nature of a person's appointment and the institution at which the prof teaches.  The current Fourth of July woes are but one example of how those connections can be made.  But I want to invite folks to make them, especially in their teaching--in current courses (if you are teaching over the summer) and in fall and spring course planning, which I know many folks are now doing.

In closing, I send sympathetic vibes to all who had plans foiled by (or who decided to have a "staycation" and avoid) some or all of the holiday weekend dislocations I highlight in this post.  I hope you found joy in your Independence Day weekend nonetheless.

Do Black Entrepreneurs Matter?

Yesterday, I had the pleasure of moderating a panel of Black entrepreneurs sponsored by the Miami Finance Forum, a group of finance, investment management, banking, capital markets, private equity, venture capital, legal, accounting and related professionals. When every company and law firm was posting about Black Lives Matter and donating to various causes, my colleague Richard Montes de Oca, an MFF board member, decided that he wanted to do more than post a generic message. He and the MFF board decided to launch a series of webinars on Black entrepreneurship. The first panel featured Jamarlin Martin, who runs a digital media company and has a podcast; Brian Brackeen, GP of Lightship Capital and founder of Kairos, a facial recognition tech company;  and Raoul Thomas, CEO of CGI Merchant Group, a real estate private equity group.

These panelists aren't the typical Black entrepreneurs. Here are some sobering statistics:

• Black-owned business get their initial financing through 44% cash; 15% family and friends; 9% line of credit; 7% unsecured loans; and 3% SBA loans;
• Between February and April 2020, 41% of Black-owned businesses, 33% of Latinx businesses, and 26% of Asian-owned businesses closed while 17% of White-owned business closed;
• As of 2019, the overwhelming majority of businesses in majority Black and Hispanic neighborhoods did not have enough cash on hand to pay for two weeks worth of bills;
• The Center for Responsible Lending noted that in April, 95% of Black-owned businesses were tiny companies with slim change of achieving loans in the initial rounds of the Paycheck Protection Program;
• Only 12% of Black and Hispanic business owners polled between April 30-May 12 had received the funding they requested from the stimulus program. In contrast half of all small business had received PPP funds in the same poll.

Because we only had an hour for the panel, we didn't cover as much as I would have liked on those statistics. Here's what we did discuss:

• the failure of boards of directors and companies to do meaningful work around diversity and inclusion- note next week,  I will post about the spate of shareholder derivative actions filed against companies for false statements about diversity commitments;
• the perceptions of tokenism and "shallow, ambiguous" diversity initiatives;
• how to get business allies of all backgrounds;
• the need for more than trickle down initiatives where the people at the bottom of the corporation/society don't reap benefits;
• the fact that investing in Black venture capitalists does not mean that those Black VCs will invest in Black entrepreneurs and the need for more transparency and accountability; 
• whether the Black middle class still exists and the responsibility of wealthier Black professionals to provide mentorship and resources;
• why it's easier for entrepreneurs to get investments for products vs. services, and a hack to convince VCs to invest in the service;
• whether a great team can make up for a so-so product when a VC hears a pitch; 
• why there are so many obstacles to being a Black LGBTQ entrepreneur and how to turn it to an advantage when pitching; and
• whether reparations will actually help Black entrepreneurs and communities.

If you want to hear the answers to these questions, click here for access to the webinar. Stay safe and wear your masks!

Reflections on the Life of a Smiling, Selfless Educator: Rivers Lynch

On Sunday morning, Rivers Lynch, a beloved member of my wife’s side of our family, died suddenly of natural causes. Rivers spent his professional life as an educator – over four decades as a teacher, an administrator, a driving instructor, and a coach of various sports. In 2007, he was inducted into the South Carolina Athletics Coaches Association Hall of Fame for his many successful seasons as a tennis coach, including 11 state championships. Even this year, at the age of 72, he continued to coach the Myrtle Beach High School tennis team.  

The outpouring of support on social media has been incredible to witness. Rivers, quite literally, positively affected the lives of thousands of students, colleagues, neighbors, and family members. A few of the countless posts include words like: “I’ve yet to meet anyone so kind and caring.” “Every single person was special to him.” “Truly humble…always greeting me with a smile and making me feel welcome.” “The truest most genuine person I’ve ever had the honor to know.” “A father like figure to all of us.” “A beautiful soul…that smile always brightened my day.” “Touched so many lives.” “Always championed students who were ‘underdogs.’” “My favorite teacher.” “The hero most of us didn’t deserve.”

How did Rivers make such a positive difference in the lives of so many people?

Three interrelated things spring to mind. A Genuine Smile. The headline for Myrtle Beach Online noted what so many people remember about Rivers – that he was “always smiling.” I can’t remember Rivers without his ear to ear smile that absolutely lit up every room he entered. Focused on Others. Rivers won numerous awards as an educator, but he always turned the attention to the success of others. He had well over 3000 Facebook friends (and many more in-real-life-friends), and he constantly celebrated the achievements of his students, colleagues, and family members. He was truly interested in the details of your life, had a remarkable memory for past conversations, and was always fully present. Relentlessly Positive. Rivers was an optimist. While I heard that he could be tough as a coach when the time called for it, he preferred to uplift. Sadly, at least one study shows that pessimism pays in the study of law, but Rivers’ approach to life always reminded me of the deeper benefits of focusing on the positive.

On June 22, 2010, I met Rivers for the first time. On that day, I drove from Charleston to North Myrtle Beach to meet my girlfriend’s extended family. I already knew Katie was the woman I wanted to marry, but I was a bit intimidated at the thought of walking into their family reunion at Rivers’ home. I convinced my youngest brother Sam to join me for support, and we stopped at an outlet mall where we bought him a respectable, collared shirt for the occasion. As I approached Rivers’ front door, I started to sweat even more than typical in the South Carolina summer heat. But, as soon as Rivers opened the door--beaming and offering some spectacular lemonade--I instantly felt welcomed. I remarked to my now mother-in-law that in just a few hours Rivers made me feel like his best friend. Reading over the Facebook comments again, it seems like Rivers made a lot of people feel that way, and he somehow managed to uplift thousands of people in a completely authentic manner.

I cannot fully explain how Rivers positively affected so many people during his time as an educator, but his life reminds me of the power of a genuine smile, the strength of selflessness, and the benefits of an optimist outlook. 

Petition to Create AALS Section Community Economic Development

My friend and colleague, Priya Baskaran, asked me to post the following, which I am happy to do: 

Over the past year, a critical mass of law school faculty and staff have expressed interest in establishing an AALS Section on Community Economic Development (CED). The proposed section will provide a dynamic, collaborative environment to enhance the scholarship, activism, and direct legal work of CED-focused faculty and professional staff. Notably, the section will help bridge existing gaps between various actors in the CED universe by increasing opportunities for networking and enabling greater synergy and collaboration between scholars and experts in various substantive subjects and disciplines related to CED. Interested faculty and professional staff are invited to read the full petition.

I think this is a great idea, and I will be signing the petition (here).  I have been working with an interdisciplinary group on my campus, WVU Center for Innovation in Gas Research and Utilization (CIGRU). We are a multidisciplinary group of researchers who are experts in science, engineering, environmental, policy, law, and finance. The CIGRU conducts research and services relevant to gas, oil, and chemicals. Our experimental research includes broad areas covering catalysis, reaction engineering, material science, power generation, and gas turbine. The CIGRU undertakes U.S. government- and industry-funded research projects developing clean and renewable energy technologies. Our services include air emission control, regulatory and policy, law and finance relevant to shale gas.

I have been leading CIGRU's Economic and Community Development Group for the past few years.  About 18 months ago, CIGRU earned a five-year seed grant awarded by the West Virginia Higher Education Policy Commission, under its Research Challenge Grant program. The WVU gas utilization team includes eight CIGRU researchers, working in partnership with Marshall University, the WVU Energy Institute, the WVU Bureau for Business and Economic Research, the West Virginia Chemical Alliance Zone, Morgantown’s National Energy Technology Laboratory and the Mid-Atlantic Technology, Research and Innovation Center. So, this idea resonates with me. I think this is a great idea, and it has my support. If you agree, I hope you'll sign on, too.  

For anyone interested, CIRGUs grant announcement and a description of the program are available after the jump. 

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University of New Mexico: Faculty Position in Business Law and/or Intellectual Property

UNIVERSITY OF NEW MEXICO SCHOOL OF LAW

BUSINESS LAW AND/OR INTELLECTUAL PROPERTY

OPEN RANK FACULTY POSITION

The University of New Mexico ("UNM") School of Law invites applications for a faculty position in Business Law and/or Intellectual Property. The faculty position is a full-time tenured or tenure-track position starting in Fall 2018. Entry-level and experienced teachers are encouraged to apply. Courses taught by this faculty member could include general business courses, intellectual property courses, and commercial law courses. Candidates must possess a J.D. or equivalent legal degree. Preferred qualifications include a record of demonstrated excellence or the promise of excellence in teaching and academic scholarship and who demonstrate a commitment to diversity, equity, inclusion, and student success, as well as working with broadly diverse communities. Academic rank and salary will be based on experience and qualifications. For best consideration, applicants should apply by October 22, 2017. The position will remain open until filled. For complete information, visit the UNMJobs website: https://unmjobs.unm.edu/. The position is listed as Open Rank – Business Law Requisition Number 2761.

The University of New Mexico is an Affirmative Action/Equal Opportunity Employer.

Direct Link to Job: https://unm.csod.com/ats/careersite/jobdetails.aspx?site=1&c=unm&id=2761&m=-1&u=16023

Law & Wellness: Interview with Jodi D. Taylor (Shareholder at Baker Donelson)

Jodi D. Taylor, a shareholder at the law firm Baker Donelson and a former classmate of mine, recently won the firm’s Work-Life Warrior Award. “Baker Donelson established the Work-Life Warrior Award to honor an attorney in the Firm who demonstrates an ongoing commitment to excellence in maintaining a healthy work-life balance or has advocated on behalf of work-life balance issues for the benefit of others.” Jodi graciously accepted my request to answer a few questions for this post, as part of the series I am doing on law and wellness.

The interview is below the break.

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Priorities, Principles, Politicians, and Professors

In this semester's student mentorship group, we have been discussing personal priorities and principles. The consensus from the students seems to be that this topic is not only useful, but also more difficult than originally envisioned. A number of the students expressed a lack of clarity regarding their own priorities and life principles, but they recognized the need for deep thinking about those things.

Outlining priorities and principles could be a useful exercise for politicians and professors as well. Without a clear understanding of our priorities and principles, we often drift toward our political parties and the visible rewards dangled in front of us.

Regarding both politicians and professors, I am most inspired by those who take stands that do not benefit their party or themselves, but rather make the stand because it is the “right thing” to do. Professors, obviously, have more freedom to seek and speak the truth, but I think that professors' impact will be greater if they stick to their principles regardless of the party in power.

Of course sticking to priorities and principles does not guarantee a good or admirable outcome. One must have “good” priorities and principles. What qualifies as “good” is beyond the scope of this short blog post, but I do think priorities and principles that are selfless (or as selfless as we are capable of being) tend to be good ones.

J.D. Vance and Mentors

A few months ago, J.D. Vance, Yale Law School graduate and author of New York Times Best Seller Hillbilly Elegy, talked about "America's forgotten working class."

With the rise of Donald Trump, Vance's book and the book's topic have been much discussed.

I, however, want to focus on Vance's discussion after the 10 minute mark where he thanks various mentors for helping him overcome family financial, and community-based problems. Without a stable immediate family, Vance found guidance from his grandparents, the military, and his professors.

Raised in a predominately individualistic culture, I believed, for a long time, that hard work was the primary driver of success. I still think individual dedication is important, but looking back, I am also incredibly thankful for the many people who provided a helping hand along the way.

While most schools do not specifically reward it, I think professors are particularly well situated to mentor students. We can also be incredibly helpful to our more junior colleagues. Recognizing the value of the mentors in my own life, I do hope to "pay it forward" and become increasingly involved in the mentorship process.

Better Meetings, Better Teaching

During the past few days, I have participated in a lot of meetings.

This has led to some thinking on what makes a good meeting.

To me, a useful meeting is one that accomplishes things that could not be handled appropriately by an e-mail. Some meetings are held, I am convinced, because those calling the meetings are not sure that participants read and pay attention to e-mails. This worry could be best addressed, in my opinion, by making expectations regarding e-mail management clear, perhaps coupled with consequences for those who ignore the contents.

That said, e-mail is not appropriate in all cases and here are four categories where in-person meetings can work better than e-mail:

1. Inspire. Perhaps some can be inspired over e-mail, but it seems much easier to inspire in person. As such, I think some good meetings can be used to inspire participants to achieve organizational goals. But inspiring others, especially sometimes cynical professors, can be difficult to do.
2. Build Relationships. Sometimes the only times you see certain colleagues are at faculty meetings, so meetings can be a good way to build relationships, especially if folks hang around before and after meetings or if significant time is given for small group discussion.
3. Engage in Group Discussions. E-mail is pretty good for one-way communication, but as anyone who has been on a group e-mail with hundreds of replies knows, e-mail isn’t great for dynamic group conversation. As such, it may make sense to have meetings when a group needs to converse about working through an issue. That said, preparation for the meeting can often be done alone, and the lion-share of the conversation can be done in small groups.
4. Engage in Difficult Conversations. When tone is important, e-mail is often inadequate. Thus, in-person meetings may be important for communication of sensitive or controversial information.

When meetings focus on things that cannot be done remotely, I think meetings can be quite useful. Similarly, when teaching, we should think – what is it that students cannot get through an e-mail, the internet, or an online class? We should focus on those things. As such, I am trying to do even more interactive projects and small group discussions in class this semester.

Business School Legal Studies Professors on Twitter

Bridget Crawford (Pace Law) has posted an extensive list of law school professors on Twitter that is available here.

Previously, I compiled a list of business law professors, in both business schools and law schools, but to avoid overlapping with Bridget's list, I am only including business school legal studies professors in this updated list.

I will update the list from time to time. Updated: August 8, 2020.

Thomas Baker III (Georgia) – @DrTab3

Perry Binder (Georgia State) – @Perry_Binder

Jody Blanke (Mercer) – @JodyBlanke

Liz Brown (Bentley) - @proflizbrown

Seletha Butler (Georgia Tech) – @ProfSButler

Kabrina Chang (Boston University) – @ProfessorChang

Peter Conti-Brown (Penn/Wharton) – @PeterContiBrown

Greg Day (Georgia) – @gregrrday

Laura Dove (Troy) – @LauraRDove

Marc Edelman (CUNY) – @MarcEdelman

Leora Eisenstadt (Temple) – @LeoraEisenstadt

Adam Epstein (Central Michigan) – @AdamEpstein

Kevin Fandl (Temple) – @kfandl

Jason Gordon (Georgia Gwinnett) – @JMGordonLaw

Nathaniel Grow (Indiana) – @NathanielGrow

Enrique Guerra-Pujol (Central Florida) – @lawscholar

Lori Harris-Ransom (Caldwell) – @HarrisRansom

Laura Pincus Hartman (DePaul) – @LauraHartman

John Holden (Oklahoma State) – @Johnsportslaw

David Jess (Michigan) – @ProfessorHess

Lindsay Jones (UGA) – @profsainjones

Debbie Kaminer (CUNY) – @dkaminer2

Kathryn Kisska-Schulze (Clemson) – @ KKisska13

Mike Koval (Salisbury) – @MikeKoval123

Jeremy Kress (Michigan) – @Jeremy_Kress

Tanya Marcum (Bradley) – @Marcumland

Jennifer Merton (UMASS Amherst) – @JenniferMerton

Stephanie Moore (Indiana) – @AdvocateMoor

Haskell Murray (Belmont) – @HaskellMurray

Phil Nichols (Penn) – @PrPhilNichols

David Orozco (Florida State) – @ProfessorOrozco

Eric Orts (Penn)– @EricOrts

Jennifer Pacella (Indiana) – @ProfPacella

Amy Parrish (Creighton) – @AmyJParrish

Nizan Geslevich Packin (CUNY) – @NizanGP

Marisa Pagnattaro (Georgia) – @pagnattaro

Joshua Perry (Indiana) – @ProfJoshPerry

Jamie Prenkert (Indiana) – @jprenkert

Matthew Phillips (Wake Forest) – @mtppilot

Griffen Pivateau (Oklahoma State) – @pivateau

Angie Raymond (Indiana) – @AngRaymond

Susan Samuelson (Boston University) – @bizlawupdate

Tim Samples (Georgia) – @TimRSamples

Inara Scott (Oregon State) – @NewEnergyProf

Mike Schuster (Georgia) – @Prof_Schuster

Abbey Stemler (Indiana) – @MillennialProf1

Donna Steslow (Kutztown) – @BusLawProf

Adam Sulkowski (Babson) – @adam_sulkowski

Peter Swire (Georgia Tech) – @peterswire

Charles Thomas (Cal. State) –@CSUDHLaw

Jennifer Cordon Thor (Oakland) – @jenthor2000

Gregory Voss (Toulouse) – @wgvoss

Whitney Westrich (Cincinnati) – @WhitneyWestrich

Eric Yordy (No. Arizona) – @EricYordy