Harwell Wells, professor of law at Temple University, joins the Business Scholarship Podcast to discuss his article Shareholder Meetings and Freedom Rides: The Story of Peck v Greyhound. In this article, Wells recounts the efforts of Bayard Rustin and James Peck to use the proxy rules and their purchase of Greyhound shares to protest the bus company’s segregationist policies. These efforts were ultimately thwarted, Wells explains, by the SEC’s re-writing of the proxy rules to undermine civil-rights shareholder activism.
Afra Afsharipour, professor of law at the University of California, Davis, joins the Business Scholarship Podcast to discuss her article Women and M&A. In this empirical study Afsharipour highlights the dearth of women among lead lawyers in the largest public-company M&A deals. She relates this gap to prior literatures on board and executive gender diversity and proposes steps to help close it.
Jeremy Kress, assistant professor of business law at the University of Michigan Ross School of Business, joins the Business Scholarship Podcast to discuss his article Who’s Looking Out For The Banks?. Kress examines the risk of exploitation that national banks face when they are part of financial conglomerates whose nonbank affiliates might seek to benefit from banking subsidies. He locates this risk in director overlap between the boards of banks and their parent companies and proposes reforms to bolster the independence of bank subsidiaries’ boards.
Colleen Honigsberg, associate professor of law at Stanford University, joins the Business Scholarship Podcast to discuss her article Deleting Misconduct: The Expungement of BrokerCheck Records, which she co-authored with Matthew Jacob. In the article Honigsberg examines 6,660 requests for expungement of alleged misconduct by securities brokers, including what those requests and their outcomes mean for brokers’ subsequent careers and recidivism risk.
Steven Boivie, professor at Texas A&M University Mays Business School, and Scott Graffin, professor at the University of Georgia Terry College of Business, join the Business Scholarship Podcast to discuss their article Corporate Directors’ Implicit Theories of the Roles and Duties of Boards. In this interview-based study, Boivie and Graffin, along with co-authors Michael Withers and Kevin Corley, find that contrary to agency-cost theory, corporate directors view their role as supporting, not monitoring, management.
Christina Sautter, professor of law at Louisiana State University, and Sergio Gramitto Ricci, lecturer at Monash University, join the Business Scholarship Podcast to discuss their article Corporate Governance Gaming: The Power of Retail Investors. Sautter and Grammito Ricci identify the rise of wireless investors, a cohort of Millennial and Gen Z investors who seek community and emphasize environmental, social, and governance factors. This new kind of investor is poised to shake up corporate governance, they explain, as seen in the “meme stock” phenomenon and growing retail-shareholder bases at companies favored by wireless investors.
Eliot Brown, a reporter at the Wall Street Journal, joins the Business Scholarship Podcast to discuss his book The Cult of We: WeWork, Adam Neumann, and the Great Startup Delusion, which he co-authored with fellow reporter Maureen Farrell.
Christine Abely, faculty fellow at New England Law Boston, joins the Business Scholarship Podcast to discuss her article Adjusting Pre- and Post-Judgment Interest Rates for Consumer Debt Collection Actions. In this article Abely explains that fixed statutory rates for pre- and post-judgement interest can result in windfalls for creditors that come at the expense of consumer debtors. Because consumers often cannot hedge against this risk—as non-consumer judgment debtors can—Abely recommends legislative reforms to protect consumers from paying above-market judgment interest rates.
Andrea Fried, associate professor at Linköping University, joins the Business Scholarship Podcast to discuss her book Understanding Deviance in a World of Standards. In the book Fried and co-authors explore the rise of standards and standardization across global industries, standardization’s effects on innovation, and the negative and positive aspects of organizational deviation from standards.
Julian Arato, professor of law at Brooklyn Law School, joins the Business Scholarship Podcast to discuss his article The Elastic Corporate Form in International Law. In this article, Arato confronts a tendency by arbitral panels in investor-state disputes to reach decisions that are inconsistent with domestic corporate laws. Examples include allowing shareholders to press claims for third-party harms to a corporation, something domestic laws ordinarily do not permit. This practice, Arato explains, could increase the cost of capital and thus undermine investment treaties’ goal of fostering efficient investment.
Amelia Miazad, faculty director of the Business in Society Institute at UC Berkeley, joins the Business Scholarship Podcast to discuss her article Prosocial Antitrust. Miazad argues that antitrust agencies should become more accommodating to collaboration between competitors in areas of systemic risk, like climate change and environmental protection. Such collaborations could be especially compelling, Miazad explains, if the negative externalities they mitigate are greater than any reductions in consumer welfare.
Patrick Bolton, professor of business at Columbia University; Mitu Gulati, professor of law at the University of Virginia; and Ugo Panizza, professor of international economics at the Graduate Institute Geneva, join the Business Scholarship Podcast to discuss their article Legal Air Cover. In the article, the authors consider the impact of the COVID-19 pandemic on emerging-market sovereign debt, the risk of concurrent sovereign-debt crises, and potential interventions for managing that scenario.
Elisabeth de Fontenay, professor of law at Duke University and Eric Talley, professor of law at Columbia University, join the Business Scholarship Podcast to discuss Citibank’s mistaken payment of $900M to Revlon lenders, the resulting litigation, and the implications for the future of New York commercial and contract law. De Fontenay is the author of The $900 Million Mistake: In re Citibank August 11, 2020 Wire Transfers (S.D.N.Y. Feb. 16, 2021) and Talley is the organizer of a scholars’ amicus brief in the Second Circuit appeal of the case.
John Coyle, professor of law at the University of North Carolina, joins the Business Scholarship Podcast to discuss his article Cruise Contracts, Public Policy, and Foreign Forum Selection Clauses, which examines how cruise companies embed forum-selection and choice-of-law clauses in their tickets in an effort to avoid federal law barring damages caps for injured passengers.
Leandra Lederman, professor of tax law at Indiana University Bloomington, joins the Business Scholarship Podcast to discuss her article The Fraud Triangle and Tax Evasion. Lederman uses the fraud triangle, a well-studied topic in the accounting literature that is often missing in other contexts, to frame and examine tax fraud and compliance.
Steven Dean, professor of law at Brooklyn Law School, joins the Business Scholarship Podcast to discuss Ten Truths About Tax Havens: Inclusion and the ‘Liberia’ Problem and A Plea to President Biden to Stop Perpetuating Racist Tax Policy. In these pieces, Dean challenges prevailing culture stories around tax non-compliance and the Global South and instead identifies opportunities for the Global North to address tax compliance without casting aspersions on majority Black and Brown jurisdictions.
Lawrence Cunningham, research professor of law at George Washington University, joins the Business Scholarship Podcast to discuss his articles The Case for Empowering Quality Shareholders and Ask the Smart Money: Shareholder Votes by a “Majority of the Quality Shareholders”. In these articles, Cunningham examines the unique role that “quality shareholders”—concentrated, long-term investors—can play compared to indexed or transient investors. In considering these three cohorts, he concludes that majority-of-the-minority voting for conflicted corporate transactions is often inadequate to the purpose. As a private-ordering solution to this problem, Cunningham proposes that boards adopt majority-of-the-quality-shareholder voting, as well.
Anita Krug, dean and professor of law at Chicago-Kent College of Law, joins the Business Scholarship Podcast to discuss her article Temporary Securities Regulation. Krug presents case studies of SEC temporary rulemaking in times of crisis, including those made in the aftermath of the 9-11 attacks and at the outset of the COVID-19 pandemic. Drawing on these case studies, she proposes that temporary rulemaking could encourage salutary regulatory experimentation. She cautions, however, that crisis rulemaking risks curtailing investor protections just when they are needed most.
Richard Gentry, associate professor at the University of Mississippi; Timothy Quigley, associate professor at the University of Georgia; and Steven Boivie, professor at Texas A&M University, join the Business Scholarship Podcast to discuss their article A Database of CEO Turnover and Dismissal in S&P 1500 Firms, 2000–2018, which was co-authored with Joseph Harrison. The authors identify accuracy and efficiency gaps in existing CEO-succession datasets and research. To address these gaps, they produce an open-source, documented dataset of CEO turnover and dismissals at S&P 1500 firms and demonstrate their dataset’s potential use in future CEO-succession studies.
Samantha Prince, associate professor of lawyering skills and entrepreneurship at Penn State Dickinson Law, joins the Business Scholarship Podcast to discuss her article The AB5 Experiment – Should States Adopt California’s Worker Classification Law?. Prince introduces the high stakes involved for workers, employers, and governments in classifying workers as employees or independent contractors. She presents a case study of California’s new classification law, AB5, and successive rounds of political pushback and revision it has prompted. This case study, Prince explains, exemplifies experimental federalism and offers learnings for policymakers in other states.
Roberta Karmel, professor of law at Brooklyn Law School, joins the Business Scholarship Podcast to discuss her career as a securities scholar, teacher, practitioner, and regulator. This episode is the first in a two-part series and covers Karmel’s early career as an SEC enforcement attorney and supervisor, private practitioner, and SEC commissioner—the first woman to serve in that position—and her transition to legal academia. The next episode focuses on Karmel’s scholarship, views on securities policy, and perspectives on teaching.
Roberta Karmel, professor of law at Brooklyn Law School, joins the Business Scholarship Podcast to discuss her career as a securities scholar, teacher, practitioner, and regulator. This episode is the second in a two-part series and covers Karmel’s scholarship, views on securities policy, advice to scholars and new SEC chair Gary Gensler, and perspectives on teaching.
Roy Shapira, associate professor at IDC Herzliya, joins the Business Scholarship Podcast to discuss his article A New Caremark Era: Causes and Consequences. Shapira observes that Delaware’s Caremark doctrine, which has long imposed compliance duties on boards without much opportunity for shareholders to bring related claims, has entered a new era in a recent quartet of cases. He predicts that this turn of Caremark claims surviving motions to dismiss is the result of parallel developments around shareholders’ Section 220 inspection rights. Shapira closes by highlighting the potential for a “new” Caremark to complement other compliance-enforcement mechanisms.
Cathy Hwang, professor of law at the University of Virginia, and Yaron Nili, assistant professor of law at the University of Wisconsin, join the Business Scholarship Podcast to discuss their article Cleaning Corporate Governance, which is co-authored with Jens Frankenreiter and Eric Talley. In this article the authors recreate a dataset of public-company charters on which numerous empirical studies have been based, finding a roughly 80% error rate in the prior data. The authors demonstrate the uses of their new dataset with a replication study of Corporate Governance and Equity Prices, a foundational work in empirical corporate governance.
The dataset and its underlying documents are freely available at publiccompanycharters.com.