Securities Law Prof Blog

Cunningham Tells the AIG Story at NBLSC

The Fourth Annual National Business Law Scholars Conference was held June 12-13 at The Ohio State University Moritz College of Law.  Organized by Steven Davidoff (OSU), Eric Chaffee (Toledo) and Barbara Black (Cincinnati), the NBLSC is a forum that provides a forum for scholars to present papers on corporate, securities, bankruptcy and related topics.  OVer 40 professors participated in this year's program.

Lawrence  Cunningham (George Washington) was the keynote speaker, speakinng about The AIG Story, a book co-authored with Maurice (Hank) Greenberg, the longtime AIG CEO whose employment was terminated because of pressure from Eliot Spitzer and Arthur Levitt to impose corporate governance reforms.  Cunningham argues that "flavor of the day" corporate governance practices led to deterioration of internal controls, employee alienation, and chaos at AIG.  Cunningham is careful to acknowledge correlation does not establish causation, but he notes that the government report on the AIG collapse attributed the collapse of AIG at least in part to weak internal controls after Greenberg's departure.

Cunningham's book is well worth reading.  Chapter 18 of the book, on the government bailout of AIG, is available on SSRN.

Next year's Conference will be moving to one of the Coasts, east or west not yet decided.  Stay tuned for details!

Nominations Open for Tamar Frankel Fiduciary Prize

The Institute For The Fiduciary Standard, a non-profit organization based in Washington, D.C., has created a prize—to be known as the Tamar Frankel Fiduciary Prize—which will be awarded annually to a person who has made a “significant contribution to the preservation and advancement of fiduciary principles in public life.”  The award is named after Professor Tamar Frankel, an expert on fiduciary duties and investment management and a longtime Professor at Boston University Law School.

The chairman of the Nominating Committee is Professor John C. Coffee, Jr. of Columbia University Law School.  Nominations are invited from the public, but the deadline is May 23rd.  Additional information is available at the CLS Blue Sky Blog.

Call for Papers: First Annual Workshop for Corporate & Securities Litigation

The University of Illinois College of Law and the University of Richmond School of Law invite submissions for the First Annual Workshop for Corporate & Securities Litigation. This workshop will be held on Friday, November 8, 2013, in Chicago, Illinois.

OVERVIEW: This annual workshop will bring together scholars focused on corporate and securities litigation to present their works-in-progress. Papers addressing any aspect of corporate and securities litigation or enforcement are eligible. Appropriate topics include, but are not limited to, securities litigation, fiduciary duty litigation, or comparative approaches to business litigation. We welcome scholars working in a variety of methodologies, including empirical analysis, law and economics, law and sociology, and traditional doctrinal analysis. Authors whose papers are selected will be invited to present their work at a workshop hosted by the University of Illinois College of Law in Chicago, Illinois, on Friday November 8, 2013. Local costs (lodging and workshop meals) will be covered. Participants are asked to pay for their own travel expenses. The workshop is designed to maximize discussion and feedback. All participants will have read the selected papers. The author will provide a brief introduction to the paper, but the majority of the individual sessions will be devoted to collective discussion of the paper involved.

SUBMISSION PROCEDURE: If you are interested in participating, please send an abstract of the paper you would like to present to Jessica Erickson at [email protected] not later than Friday, May 31, 2013. Please include your name, current position, and contact information in the e-mail accompanying the submission. Authors of accepted papers will be notified by Friday, June 28.

QUESTIONS: Any questions concerning the workshop should be directed to the organizers—Professor Verity Winship ([email protected]) and Professor Jessica Erickson ([email protected]).

Call for Papers for National Business Law Scholars Conference: Deadline Extended to May 31

We have received an enthusiastic response to the Call for Papers for the National Business Law Scholars Conference, scheduled for June 12-13, at The Ohio State University School of Law.  We will have additional openings for anyone who would like to make a presentation but has not yet responded.  Thus, we have extended the deadline to MAY 31st.  See the Call for Papers, reposted below with the extended deadline date, for details on how to submit:

National Business Law Scholars Conference: Call-for-Papers

The National Business Law Scholars Conference (NBLSC)  will be held on Wednesday, June 12th and Thursday, June 13th at The Ohio State University Michael E. Moritz College of Law in Columbus, Ohio.  This is the fourth annual meeting of the NBLSC, a conference which annually draws together dozens of legal scholars from across the United States and around the world.  We welcome all on-topic submissions and will attempt to provide the opportunity for everyone to actively participate.  Junior scholars and those considering entering the legal academy are especially encouraged to participate. 

To submit a presentation, email Professor Eric C. Chaffee at [email protected] with an abstract or paper by MAY 31, 2013.  Please title the email “NBLSC Submission – {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 commentator or moderator.  A conference schedule will be circulated in late May.

Conference Organizers:

Barbara Black (University of Cincinnati)
Eric C. Chaffee (University of Dayton)
Steven M. Davidoff (The Ohio State University)

 

Cunningham Podcast on Warren Buffett & Corporate Governance

Lawrence Cunningham (George Washington Law) has a podcast, Inside Track with Broc: Larry Cunningham on Warren Buffett's View of Governance & Securities Law (4/8/13).  In this podcast, Larry discusses the Third Edition of "The Essays of Warren Buffett: Lessons for Corporate America" (the first version dates back to 1997 and actually began as a law review conference) as it applies to corporate governance and securities regulation, including:

•What are some of the venerable principles of corporate governance that reappear in this edition?
•What's new for Warren concerning corporate governance?
•Who does Warren think was responsible for the financial crisis and how has responsibility been apportioned?
•What about compliance and assuring integrity through the ranks?
•For Warren, what's the toughest battle to fight in terms of compliance?
•What's the appropriate response when improprieties are found?

UCincinnati Symposium on Enforcement Practices in the Post-Financial Crisis Era

On March 15 the Corporate Law Center at the University of Cincinnati College of Law presented the 26th Annual Corporate Law Symposium, which focused on Addressing the Challenges of Protecting the Public: Enforcement Practices and Policies in the Post-Financial Crisis Era.  The webcast with be posted on the CLC website in a few days; meanwhile, here's the list of the speakers and the titles of the papers they presented.  The papers will be published in a forthcoming issue of the University of Cincinnati Law Review.

Panel I: Securities Enforcement: the SEC and FINRA
 
Moderator:  Verity Winship
 ■Douglas Branson, SEC Enforcement: A New Era for Broker-Dealer Regulation
 ■Jennifer Johnson, Sinking in the Sea Change?  FINRA and the Regulation of Non-Public Offerings
 ■Renee Jones, Utilizing the Director Bar to Enforce Corporate Accountability
 ■Geoffrey Rapp, An Analysis of the SEC’s New Office of Market Intelligence

Distinguished Guest Speaker: David M. Becker; Cleary, Gottlieb

 
Mr. Becker discussed the challenges facing the SEC from the vantage point of his many years of experience both in private practice and in senior policy positions at the SEC.
 
Panel II: Policy Implications in Public Enforcement
 
Moderator:  Amanda M. Rose
 ■Samuel Buell,  Liability and Admissions of Wrongdoing in Public Enforcement of Law (posted on SSRN)
 ■J.W. Verret, Overcriminalization and its Consequences
 ■Adam Zimmerman, Executive Branch Compensation Settlements      

State Securities Regulation Roundtable
 
A panel discusses cutting-edge issues that especially concern state securities regulators.    

 Moderator: Jennifer Johnson  
 ■Joseph Brady, General Counsel, North American Securities Administrators Association
 ■Chris Naylor, Indiana Securities Commissioner
 ■Andrea L. Seidt, Commissioner, Ohio Dept. of Commerce, Division of Securities

 

Fordham's Securities Moot Court Needs Judges March 22-24

Each spring, Fordham University School of Law hosts the Irving R. Kaufman Memorial Securities Law Moot Court Competition. This year’s Kaufman Competition will take place on March 22-24, 2013.  The competition focuses on two issues that arise in the fallout of Ponzi schemes: whether the “stockbroker safe harbor” of the Bankruptcy Code applies to Ponzi scheme operators, and the application of SLUSA, which was recently granted cert by the Supreme Court.

With the Competition fast approaching, the Competition still needs a few good lawyers to judge oral argument rounds.  No securities law experience is required to participate and CLE credit is available.  You can register online to serve as a judge.

Please contact Michael N. Fresco, Kaufman Editor, at [email protected] or (561) 707-8328 with any questions.

UCLA Search for Executive Director -- Lowell Milken Institute

UCLA School of Law has posted a position for Executive Director of its Lowell Milken Institute for Business Law & Policy.  This is a full-time, academic, non-tenure track position.  Attached is the complete job posting. (Download Job posting_Executive Director of the Lowell Milken Institute for Business Law Policy rev 2-27-13)

Fordham Securities Moot Court Seeks Judges

The Irving R. Kaufman Memorial Securities Law Moot Court Competition at Fordham Law School is looking for competition judges.  Here are the details:

Each spring, Fordham University School of Law hosts the Irving R. Kaufman Memorial Securities Law Moot Court Competition. Held in honor of Chief Judge Kaufman, a Fordham Alumnus who served on the United States Court of Appeals for the Second Circuit, the Kaufman Competition has a rich tradition of bringing together complex securities law issues, talented student advocates, and top legal minds.

This year’s Kaufman Competition will take place on March 22-24, 2013. The esteemed final round panel includes Judge Paul J. Kelly, Jr., of the Tenth Circuit; Judge Boyce F. Martin, Jr., of the Sixth Circuit; Judge Jane Richards Roth, of the Third Circuit; and Commissioner Troy A. Paredes, of the United States Securities and Exchange Commission. The competition will focus on two issues that arise in the fallout of Ponzi schemes: whether the “stockbroker safe harbor” of the Bankruptcy Code applies to Ponzi scheme operators, and the application of SLUSA, which was recently granted cert by the Supreme Court.

We are currently soliciting practitioners and academics to judge oral argument rounds and grade competition briefs. No securities law experience is required to participate and CLE credit is available.

Information about the Kaufman Competition and an online Judge Registration Form is available on our website, www.law.fordham.edu/kaufman. Please contact Michael N. Fresco, Kaufman Editor, at [email protected] or (561) 707-8328 with any questions.

Brooklyn Law Hosts Compliance Symposium on Feb. 8

Brooklyn Law School hosts a symposium on Feb. 8 on The Growth and Importance of Compliance in Financial Firms: Meaning and Implications.  Here is the description:

Over the past decade, the compliance function in financial firms, in particular broker-dealers and investment advisers, has grown in size and importance. While this phenomenon is an integral part of life for compliance officers and legal practitioners who advise these firms, compliance has received relatively little attention from legal scholars. This symposium will provide the opportunity for financial and securities law scholars to evaluate and criticize, from their respective theoretical perspectives, the growing importance of compliance in financial firms, as well as comment upon particular compliance duties and issues. The conference includes noted legal practitioners, compliance specialists and regulators, who can assist the scholars in their reflection and offer their own perspectives and insights on the compliance phenomenon.

CLE credit is available.  More information, including the agenda, is at the Brooklyn Law website.

Columbia Law School Launches Blog on Corporations and Capital Markets

Congratulations to Columbia Law School, which has launched its CLS Blue Sky Blog, focusing on Corporations and the Capital Markets, which, according to its press release, 

offers analysis of noteworthy developments in the worlds of financial reform, securities regulation, corporate governance, and more. It also collects in a special column—called the “Filter”—each business day’s five most interesting news items or blog posts.

According to Professor John Coffee, “We are hoping for an interactive dialogue among the bar, academia, and regulators that can range from technical issues to broader theoretical issues that may rise up into the blue sky.” 

The Business Lawyer Solicits Articles and Essays

The Editorial Board of The Business Lawyer is soliciting submission of articles and essays for Volumes 68 and 69. TBL is the flagship scholarly journal of the American Bar Association Section of Business Law. It reaches 41,000 readers on a quarterly basis. Authors must submit exclusively to the journal and submissions are peer-reviewed. We generally give authors a response in about two weeks. TBL provides a good forum to reframe scholarly articles published elsewhere for an audience of judges and practitioners. Past authors include Bernard Black, Henry Wu, Lucian Bebchuk, Joseph Grundfest, Guhan Subramanian, Vice Chancellor Leo Strine, former Chief Justice of the Delaware Supreme Court Norman Veasey, Larry Hamermesh, Starvros Gadinis, Roberta Karmel, Jonathan Lipson, and Barbara Black.

Articles should be submitted to Diane Babal, Production Manager, at [email protected]. Questions about submissions can be addressed to Associate Editor-in-Chief, Professor Gregory Duhl, at [email protected].

Lowell Milken Institute for Business Law & Policy Accepting Applications for Fellowship

UCLA School of Law's Lowell Milken Institute for Business Law and Policy is now accepting applications for the Lowell Milken Institute Law Teaching Fellowship.  This fellowship is a full-time, year-round, one or two academic-year position (approximately July 2013 through June 2014 or June 2015). The position involves law teaching, legal and policy research and writing, preparing to go on the law teaching market, and assisting with organizing projects such as conferences and workshops, and teaching. No degree will be offered as part of the Fellowship program.

Additional information is available at the Institute's website.

BBB & FINRA Foundation Launch Website on Smart Investing

Can a website make us better investors?  The Better Business Bureau and the FINRA Investor Education Foundation hope so.  They have launched a new consumer website, BBB Smart Investing, which is "designed to help investors make smarter investing decisions while avoiding fraud, risky investments and unlicensed brokers."

 According to the Federal Trade Commission and the Canadian Anti-Fraud Centre, consumers reported losing more than $1.5 billion to all types of scams in 2011. FINRA Foundation research has found that investors are overconfident in their knowledge of financial management, particularly baby boomers, who are most often the target of investment scams. A telephone survey found that 92 percent felt "somewhat" or "very" confident about managing their finances, with almost 80 percent describing themselves as "somewhat" or "very" knowledgeable about investing. But only 44 percent got a passing grade on a basic financial literacy knowledge test.

 

 

 

 

 

 

National Business Law Scholars Conference: Call for Papers

The 2013 National Business Law Scholars Conference (NBLSC)  will be held on Wednesday, June 12th and Thursday, June 13th at The Ohio State University Michael E. Moritz College of Law in Columbus, Ohio.  This is the fourth annual meeting of the NBLSC, a conference which annually draws together dozens of legal scholars from across the United States and around the world.  We welcome all on-topic submissions and will attempt to provide the opportunity for everyone to actively participate.  Junior scholars and those considering entering the legal academy are especially encouraged to participate. 

To submit a presentation, email Professor Eric C. Chaffee at [email protected] with an abstract or paper by April 15, 2013.  Please title the email “NBLSC Submission – {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 commentator or moderator.  A conference schedule will be circulated in late May.

Conference Organizers:

Barbara Black (University of Cincinnati)
Eric C. Chaffee (University of Dayton)
Steven M. Davidoff (The Ohio State University)

SEC Historical Society Webcast on Sarbanes-Oxley

MEASURED RESPONSE? The Sarbanes-Oxley Act of 2002 as a Case Study of Public Outrage Inspiring Financial Legislation

Daniel Goelzer
Former Board Member, Public Company Accounting Oversight Board
Peggy Peterson
Baker Hostetler LLP; former Deputy Chief of Staff,
U.S. House of Representatives Financial Services Committee
Dean Shahinian
Senior Counsel, U.S. Senate Committee on Banking, Housing and Urban Affairs
Linda Chatman Thomsen
Davis Polk & Wardwell LLP; former Director, SEC Division of Enforcement

Moderated by

Robert K.D. Colby
History Associates, Inc.

SEC Historical Society Live Video Broadcast
Thursday, November 15th
4.00pm ET

SEC Historical Society: Accounting and Sarbanes-Oxley

2012 Deloitte Fireside Chats:  The Profession Looks at Sarbanes-Oxley

Live Audio Broadcast on www.sechistorical.org

Tuesday, October 16th , 2:00 – 3:00 pm ET
Questions for the chat may be submitted to [email protected] through October 15th.

Moderator: Professor Mark Peecher, University of Illinois

Presenters:

Alan Beller, Cleary Gottlieb Steen & Hamilton LLP; and former Director, SEC Division of Corporation Finance

Joseph Ucuzoglu, Deloitte LLP; and former Senior Advisor and Professional Accounting Fellow, SEC Office of the Chief Accountant

 

CSLSA 2012 Annual Scholarship Conference

The Central States Law Schools Association asked me to post this notice of its upcoming Conference:

Annual Scholarship Conference
October 19-20
Cleveland-Marshall College of Law

The Central States Law Schools Association 2012 Scholarship Conference will be held October 19 and 20, 2012 at the Cleveland-Marshall College of Law, in Cleveland, Ohio.  We invite law faculty from across the country to submit proposals to present papers or works in progress.

The purpose of CSLSA is to foster scholarly exchanges among law faculty across legal disciplines.  The annual CSLSA conference is a forum for legal scholars, especially more junior scholars, to present working papers or finished articles on any law-related topic in a relaxed and supportive setting where junior and senior scholars from various disciplines are available to comment.  More mature scholars have an opportunity to test new ideas in a less formal setting than is generally available for their work. 
To allow scheduling of the conference, please send an abstract of no more than 500 words to Secretary Missy Lonegrass at [email protected] by September 22, 2012.  Any late submissions will be considered on a space available basis only.  

For those who are interested, the CSLSA mentorship program pairs interested junior scholars with more senior mentors in their fields of expertise to provide feedback on their presentations or papers.  To participate in the mentorship program as either a mentor or mentee, please contact Vice-President Elizabeth Young at [email protected].

 In keeping with tradition, CSLSA is able to pay for one night’s lodging for presenters from member schools.  If a school is interested in joining CSLSA and has not received an invoice, please contact Treasurer Carolyn Dessin at [email protected]. 

For more information about CSLSA, visit our website at http://cslsa.us/

St. John's Law Hosts Symposium on Regulation of Financial Advice

St. John's School of Law is hosting a symposium on Revolution in the Regulation of Financial Advice: The U.S., the U.K. and Australia on October 12, 2012:

Recently, Australia and the U.K. have been carrying out radical reforms in compensation practices for investment advice to retail customers. These reforms contrast sharply with the normal U.S. practices of transparency and increased disclosure requirements. The Symposium will feature panelists from the U.S., Australia and the U.K. exploring recent developments in the regulatory regimes of those countries. Specifically, panelists will discuss the future of investment adviser regulation after Dodd-Frank in the U.S., the Future of Financial Advice in Australia and the Retail Distribution Review in the U.K. The Symposium will also examine the benefits of different regulatory plans ranging from mandatory disclosure to more substantive regulation preventing conflicts of interest.

For additional information, and to register for the symposium, see the law school's website.

AALS Section on Transactional Law and Skills -- Call for Papers

I am pleased to post this Call for Papers on behalf of the AALS Section on Transactional Law and Skills:

AALS Section on Transactional Law and Skills
Call for Papers
January 2013 Annual Meeting

             The AALS Section on Transactional Law and Skills will meet during the AALS Annual Meeting in New Orleans, Louisiana, from 1:30 pm – 3:15 pm on Saturday, January 5, 2013.  Please note this program in your calendar.  We hope to see you there.

             We are soliciting papers for presentation at the Annual Meeting.  The topic for this year’s session is: Researching and Teaching Transactional Law and Skills in an Increasingly Global World.

Two presenters will be chosen on the basis of paper summaries submitted in response to this Call for Papers. The topic encompasses the scholarship and teaching of international and comparative transactional law and cross-border transactions. The Executive Committee encourages submissions on a broad range of transactional law and skills issues related to this year’s topic. Paper proposals focused on the teaching of international and comparative transactional law and skills are welcomed, but the Executive Committee is especially interested in papers that explore international and cross-border transactions from an empirical, doctrinal, or theoretical perspective.  The Executive Committee specifically encourages submissions from junior scholars.

            If you are interested in presenting a paper, please submit a summary of no more than three double-spaced pages, by e-mail, on or before Monday, July 30, 2012. You also may submit a complete draft of your paper. Send your submission to Joan Heminway at The University of Tennessee College of Law ([email protected]). Papers will be reviewed and selected for presentation at the program by members of the Executive Committee of the Section on Transactional Law and Skills:

Afra Afsharipour, Treasurer (U.C. Davis)

Eric Gouvin, Chair-Elect (Western New England)

Joan Heminway, Chair (Tennessee)

Lyman Johnson (Washington and Lee/St. Thomas)

Therese Maynard (Loyola Los Angeles)

Gordon Smith, Secretary (BYU)

Tina Stark, Past Chair (Boston University)          

             Authors of accepted papers will be notified by August 31, 2012.  Please pass this Call for Papers along to any colleagues who may be interested.