November 30, 2016
icon Holiday special delivery: America's Test Kitchen v. Kimball
Posted by Usha Rodrigues

Thanksgiving is my favorite holiday.  For about 14 years we've made Cook's Illustrated's high-roast turkey (butterfly and brine the bird, then roast it at 450 on a broiler pan set atop homemade dressing.  It takes less than 2 hours and the dressing is bastedly divine).  This year, for the first time I let each child pick a recipe from our archive of Cook's Illustrated and Cook's Country magazines for us to make together.  Cara chose a cranberry-apple crumble that was to die for (Cook's Country), Ethan and I made gingerbread cookies that really were worth eating (Cook's Illustrated), and Anna and I made Quaker Bonnet biscuits that were pretty good.  In an egregious lapse of judgment, I elected not to serve said biscuits at Thanksgiving dinner itself (we had a lot of starchy sides already), thus giving my middle child yet another grievance for her tally.

In short, we are loyal fans of the America's Test Kitchen conglomerate.  I love to cook, but I don't get to do it that much anymore.  If I try a new recipe I want to be pretty sure it's going to be good.  Enter these magazines.  Before the recipe you get a detailed description of what worked, what didn't worked, and why.  I want to know that each ingredient and each step is worth it, and I'm not blanching carrots or roasting poblanos for no reason. 

So for our family at least, Christopher Kimball's divorce from the Vermontian empire he's created is big news, as is his new venture Milk Street.  Which was a leetle to close for comfort to the enterprise he left, according to ATK, which filed a suit alleging breach of fiduciary duties, corporate theft, interference with contract, and other goodies.  ATK has a site explaining Why we are suing Christopher Kimball.  Here's the WaPo with 6 takeaways

Is it just me, or is there a terrific fact-pattern here?  You can get the complaint, a chronology, and emails there. Of course, this is from a woman constructed a long essay built around a lady entering a series of pie baking contests. 

'Tis the season!

Permalink | Food, Partnerships | Comments (View) | Bookmark

November 11, 2016
icon Welcome to Georgia Law, Christopher Bruner!
Posted by Usha Rodrigues

I can't believe it's been so long since I've put fingers to keyboard here!  I really do miss blogging, and hope to return to it with the new year, and a lighter teaching load.  Until then, I'm posting a quick bit of good news, for me and for Georgia Law as a whole: I'm pleased that Christopher Bruner of Washington & Lee will be joining me as a colleague next fall.  I am thrilled! 

Permalink | Law Schools/Lawyering | Comments (View) | Bookmark

November 09, 2016
icon A Bit of Election Night Levity: My Photo Lost in the Illinois 101st Congressional District
Posted by Christine Hurt

I was avoiding Facebook last night during the waning hours of election coverage, but a friends' text sent me there to see the strangest thing.  A friend in Champaign, IL had taken a picture of his TV screen as my photo appeared beside the name Christine Law, who lost her bid to represent the 101st Congressional District in the Illinois statehouse.  Here is the photo:

ChristineLaw

From a Google search, I can find hardly anything, text or photo, informative about Christine Law. My guess is that some TV news employee was told to find a picture, googled "christine law illinois," and found my photo from the University of Illinois School of Law files. Anyway, it gave at least my FB friends something to chat about other than the state of the election!

Permalink | Administrative | Comments (View) | Bookmark

October 14, 2016
icon Villanova Searching For Business Laterals
Posted by David Zaring

Michael Risch has the details here, looks like they are looking for a senior scholar in business law and a junior who can teach ethics.

Permalink | Administrative | Comments (View) | Bookmark

October 13, 2016
icon Chair In Finance Law At Nebraska
Posted by David Zaring

The UNIVERSITY OF NEBRASKA COLLEGE OF LAW invites applications for lateral candidates for a tenured faculty position to hold the Clayton K. Yeutter Chair at the College of Law. This chaired faculty position will be one of four faculty members to form the core of the newly-formed, interdisciplinary Clayton K. Yeutter Institute for International Trade and Finance. The Institute also will include the Duane Acklie Chair at the College of Business Associations, the Michael Yanney Chair at the College of Agricultural Sciences, and the Haggart/Works Professorship for International Trade at the College of Law. The Yeutter Chair, along with the other three professors, will be expected to support the work and objectives and ensure the success of the Yeutter Institute. The Yeutter Chair will teach courses at the College of Law, including International Finance. Other courses may include Corporate Finance and/or other related classes pertaining to issues arising in international business and finance. More on the Yeutter Institute can be found at http://news.unl.edu/newsrooms/today/article/giftsestablish-endowed-chairs-for-yeutter-institute/. Minimum Required Qualifications: J.D Degree or Equivalent; Superior Academic Record; Outstanding Record of Scholarship in International Finance and/or other areas related to international business; and Receipt of Tenure at an Accredited Law School.


General information about the Law College is available at http://law.unl.edu/. Please fill out the University application, which can be found at https://employment.unl.edu/postings/51633, and upload a CV, a cover letter, and a list of references. The University of Nebraska-Lincoln is committed to a pluralistic campus community through affirmative action, equal opportunity, work-life balance, and dual careers. See http://www.unl.edu/equity/notice-nondiscrimination. Review of applications will begin on November 5, 2016 and continue until the position is filled. If you have questions, please contact Associate Dean Eric Berger, Chair, Faculty Appointments Committee, University of Nebraska College of Law, Lincoln, NE 68583-0902, or send an email to lawappointments@unl.edu.

Permalink | Finance, Globalization/Trade | Comments (View) | Bookmark

October 11, 2016
icon National Business Law Scholars Conference Call for Papers
Posted by Usha Rodrigues

National Business Law Scholars Conference (NBLSC)

Thursday & Friday, June 8-9, 2017


Call for Papers

The National Business Law Scholars Conference (NBLSC) will be held on Thursday and Friday, June 8-9, 2017, at the University of Utah S.J. Quinney College of Law. 

This is the eighth meeting of the NBLSC, an annual conference that draws legal scholars from across the United States and around the world.  We welcome all scholarly submissions relating to business law.  Junior scholars and those considering entering the legal academy are especially encouraged to participate. 

To submit a presentation, email Professor Eric C. Chaffee at eric.chaffee@utoledo.edu with an abstract or paper by February 17, 2017.  Please title the email “NBLSC Submission – {Your Name}.”  If you would like to attend, but not present, email Professor Chaffee with an email entitled “NBLSC Attendance.”  Please specify in your email whether you are willing to serve as a moderator.  We will respond to submissions with notifications of acceptance shortly after the deadline.  We anticipate the conference schedule will be circulated in May. 

Keynote Speaker:

Lynn A. Stout, Distinguished Professor of Corporate & Business Law, Cornell Law School

Plenary Author-Meets-Reader Panel:

Selling Hope, Selling Risk: Corporations, Wall Street, and the Dilemmas of Investor Protection by Donald C. Langevoort, Thomas Aquinas Reynolds Professor of Law, Georgetown Law School

Commentators:

Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School

Steven Davidoff Solomon, Professor of Law, University of California, Berkeley School of Law

Hillary A. Sale, Walter D. Coles Professor of Law, Washington University School of Law

Conference Organizers:

Tony Casey (The University of Chicago Law School)
Eric C. Chaffee (The University of Toledo College of Law)
Steven Davidoff Solomon (University of California, Berkeley School of Law)
Joan Heminway (The University of Tennessee College of Law)
Kristin N. Johnson (Seton Hall University School of Law)
Elizabeth Pollman (Loyola Law School, Los Angeles)
Margaret V. Sachs (University of Georgia School of Law)
Jeff Schwartz (University of Utah S.J. Quinney College of Law)


Please save the date for NBLSC 2018, which will be held Thursday and Friday, June 21-22, at the University of Georgia School of Law

Permalink | Calls for Papers | Comments (View) | Bookmark

October 10, 2016
icon Hart & Holstrom Win Nobel in Economics
Posted by Matt Bodie

Another win for incomplete contracts.  The Nobel's release on contract theory is here; NYT article here.  Oliver Hart's bibliography has links/downloads to many of his articles.  For law audiences, you might want to check out "An Economist's Perspective on the Theory of the Firm."  Here's Bengt Holmstrom's publication list.  I'm curious about how these award pairings are made -- what about Sanford Grossman & John Moore?

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October 05, 2016
icon Announcing Comparative Law And Regulation, A Handbook Edited by Francesca Bignami and David Zaring
Posted by David Zaring

Francesca and I are proud to announce the publication of a book that may be of interest to readers.  Great contributors, great chapters, in a great series; we are happy to be a part of it.  An overview of the volume can be found on the publisher's website.   and the official electronic version of the book is available here.  And here's the elegant cover:

9781782545606-thumb

Permalink | Administrative Law, Globalization/Trade | Comments (View) | Bookmark

October 04, 2016
icon Business Law At Wisconsin Whitewater
Posted by David Zaring

We like Wisconsin on this here blog, and Whitewater is appealingly located.  They are hiring two people, details and link after the jump.

more ...

Permalink | Business Ethics, Business Organizations | Comments (View) | Bookmark

October 01, 2016
icon CFTC and SEC Update: Chris Brummer Is Out Of Committee (And So Is Lisa Fairfax)
Posted by David Zaring

Chris got a unanimous vote, so good news.  The Wall Street Journal on the state of the nominations of the two law professors here.

Permalink | Administrative Law, Securities | Comments (View) | Bookmark

September 26, 2016
icon Floating Asset Values Are Killing Non-Govt MMFs
Posted by David Zaring

I'm not sure whether to call it the power of regulation, the fact that investors like being deluded about the value of assets they hold, or the existence of an implicit government guarantee.  But as OFR notes, investors are getting out of funds with gates and floating asset values, and getting into funds with fixed asset values (even if they also have feeds and gates).  Not sure what to make of it, but the change is marked, and surely attributable to regulation.

A chart of Total investments by category comparing prime retail and prime institutional funds from January 2011 through August 2016. Prime institutional funds are not present until mid 2016 when they represent the majority of total investments

Permalink | Administrative Law, Finance, Financial Institutions | Comments (View) | Bookmark

September 23, 2016
icon Where Are City Bankers From? Increasingly, From Italy
Posted by David Zaring

It's not the last word or anything, but I found this survey of entry level classes of City of London banks to be interesting (I'm in the UK for the semester).  Less than half Brits, and 14% Italian, more than any European country/ethnicity/whatever, including Germany and France if you like your countries big, Spain if you like your countries poor, and Ireland if you like your countries English speaking.  This anonymous banker thinks it is because Italians are desperate and charming.  Your mileage may vary!  

Permalink | Finance, Financial Institutions | Comments (View) | Bookmark

September 12, 2016
icon The Harvard Law School Program On Corporate Governance Is Hiring
Posted by David Zaring

Positions below:

Executive Director

The Harvard Law School Program on Corporate Governance invites applications for the position of Executive Director. Together with the Faculty Director and others, the Executive Director of the Program works on building, developing, and managing the full range of activities of the Program. Under the Faculty Director’s oversight, the Executive Director manages the wide range of the Program’s operations; collaborates with major corporations, law firms, investors, advisers, and other organizations; participates in developing and directing conferences and other events for the Program; and manages the administration and personnel of the program, including fellows, research assistants, and staff. The Executive Director also collaborates with constituent groups and other professionals; participates in fundraising activities; interacts with donors and visitors; and takes on other management roles within the Program as needed. The Executive Director is involved in overseeing the Program’s website and other media outreach efforts, as well as the Program’s blog, the Harvard Law School Forum on Corporate Governance and Financial Regulation.

Applications will be considered on a rolling basis. Candidates should have a J.D. or another graduate degree in law, policy, or social science, and 3+ years of experience in a relevant field of law or policy. This is a full-time term appointment. Start date is flexible. Additional information on the Executive Director position, as well as detailed instructions on how to apply, is available through ASPIRE.

Academic Fellow

The Harvard Law School Program on Corporate Governance invites applications for Post-Graduate Academic Fellows. Candidates should be interested in spending two or three years at Harvard Law School in preparation for a career in academia or policy research, and should have a J.D., LL.M. or S.J.D. from a U.S. law school (or expect to have completed most of the requirements for such a degree by the time they commence their fellowship). During the term of their appointment, Post-Graduate Academic Fellows work on research and corporate governance activities of the Program, depending on their interests and Program needs. Fellows may also work on their own research and publishing, and some former Fellows of the Program now teach in leading law schools in the U.S. and abroad.

Applications are considered on a rolling basis. Interested candidates should submit a CV, list of references, law school grades, and a writing sample and cover letter to the coordinator of the Program, Ms. Jordan Figueroa, at coordinator@corpgov.law.harvard.edu. The cover letter should describe the candidate’s experience, reasons for seeking the position, career plans, and the kinds of Program projects and activities in which they would like to be involved. The position includes Harvard University benefits and a competitive fellowship salary. Start date is flexible.

Permalink | Administrative | Comments (View) | Bookmark

September 09, 2016
icon Wells Fargo: A Successful Caremark Claim?
Posted by Christine Hurt

[Long time, no blog.  Since May 1, co-blogger Gordon has been the dean of BYU Law School, and I have had the enormous pleasure to be an associate dean.  This leaves little time for blogging or much else.  However, yesterday's Wells Fargo news was too interesting to let slide.]

Yesterday, the Consumer Financial Protection Bureau announced that Wells Fargo will pay a $185 million fine to the CFPB, the city of Los Angeles and the OCC.  Apparently, the commissions that the bank paid to employees for setting up new checking, savings and credit card accounts incentivized those employees to set up fake accounts using customer information without the customers' permission.  These secret, unauthorized accounts sometimes resulted in customers paying fees but always resulted in the employees receiving bonuses.  (Disclaimer:  I am a WF customer, and yes, even the very awesome and helpful employees at the BYU branch try to cross-sell new products pretty regularly.  Maybe all banks do as well.)  Since 2011, over 5000 employees have been fired.

But, this is probably not the end of the story.  (At least) Two other legal actions could transpire.  First, shareholders could sue the board of directors in a derivative action for breach of the duty of oversight, a duty to monitor situated within the duty of loyalty.  Second, shareholders could sue in a securities fraud action of language in disclosure or other documents seemed to hide or downplay the severity of this problem as it was known to the board.  Neither avenues are particularly well-suited for these types of cases.  For a securities fraud case, one would need to find a company statement that was factual and false:  "Our incentive compensation systems for bank employees reward and properly incentivize good customer service."  "We have systems in place to ensure that customer data is never used by employees to their advantage."  Only in rare cases will general statements about good business practices give rise to passing the motion to dismiss stage in a federal securities Rule 10b-5 action (see Countrywide).  

Shareholder derivative actions have not been too successful lately, either.  Even post-financial crisis, shareholders could not get a lot of traction in the Delaware courts in cases against Goldman Sachs and Citigroup for the board's failure to monitor employees who engaged in highly risky trading, leading to huge financial losses.  (See The Duty to Manage Risk, by me.)  In those cases, the courts reasoned that the quintessential Caremark claim involved a company having no system to monitor foreseeable, significant, illegal activity by employees.  Reckless and stupid employee activity, if not illegal, is a hard basis for a Caremark claim, and even illegal activity needs to be widespread and not isolated to a few bad actors.  Interestingly, the Delaware courts have found hardly any viable Caremark claims since the landmark case (in which the court approved a settlement for almost nothing because "those claims find no substantial evidentiary support in the record and quite likely were susceptible to a motion to dismiss in all events.").  So what about here?

Well, the activity is illegal.  I'm assuming here that using private customer information without authorization is illegal and violates banking law.  And, these actions violated CFPB regulations.  So, we have illegal activity.  The activity also does not seem isolated -- over 5000 employees, possibly 2 million unauthorized accounts, over 500,000 unauthorized credit cards.  However, the Caremark case involved the company paying civil damages of $250 million in 1995.  Here, the fine is $185 million, which may be the largest fine levied by the brand-new CFPB, but isn't that big in the scheme of things.  If more charges are brought, that would strengthen the claim.  I'm not sure I would be confident in a Caremark claim here, even though the activity is illegal and seems to be widespread.  As of this morning, I couldn't find any new litigation having been filed, but stay tuned!

Permalink | Delaware, Fiduciary Law | Comments (View) | Bookmark

September 02, 2016
icon The SEC's Surrender On Suing Fannie's Crisis Leadership
Posted by David Zaring

Over in DealBook, I wrote about the the SEC's decision to end five years of litigation against Fannie's pre-crisis CEO with a $100,000 settlement.  That's not much money, especially since, amusingly, Fannie agreed to pay it.  To Treasury, which owns Fannie.  Anyway, a taste of the article, do go click over there:

Five years of litigation in pursuit of $100,000 does not bespeak a particularly efficient allocation of law enforcement resources.

Mr. Mudd and Fannie settled cheaply because of a feature of financial crisis enforcement cases. Although the headline allegations of malfeasance can look straightforward, wading through the proof has been, for the government, much harder.

This dynamic might look surprising. The government should be happy to tell a simple story to a jury unlikely to be interested in accounting nuances. It leaves the defendant with the job of trying to win by raising the complications.

And let me know if you have thoughts...

Permalink | Accounting, Financial Crisis, Financial Institutions, Securities | Comments (View) | Bookmark

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