Elizabeth Pollman, professor of law at the University of Pennsylvania, joins the Business Scholarship Podcast to discuss her forthcoming article Startup Governance. In this article, Pollman offers a framework for understanding governance issues unique to startup firms, including complicated vertical and horizontal principal-agent conflicts that can accrete over multiple funding rounds.
Omari Scott Simmons, professor of business law at Wake Forest University, joins the Business Scholarship Podcast to discuss his forthcoming article Forgotten Gatekeepers: Executive Search Firms and Corporate Governance. In this article, Simmons introduces the history, role, and practice of executive-search firms (ESFs), firms that help companies source and recruit senior executives and directors. He further makes the case that, similar to compensation consultants and proxy firms, ESFs are a significant player in a trend toward outsourcing corporate governance.
Menesh Patel, acting professor of law at UC Davis, joins the Business Scholarship Podcast to discuss his recent article Merger Breakups. In this article, Patel considers whether and when antitrust agencies should challenge consummated mergers that were previously reviewed and cleared through the Hart-Scott-Rodino process. This question in turn interacts with contemporary conversations about antitrust enforcement, particularly in the technology sector.
Jessica Erickson, professor of law at the University of Richmond, joins the Business Scholarship Podcast to discuss her article Automating Securities Class Action Settlements. In the article, Erickson explores a contradiction in securities class-action settlements: although Civil Rule 23 defaults to opt-out class membership, the difficulty of identifying securities class members makes settlement administration effectively opt-in. She proposes two solutions for overcoming this problem: a market-based approach involving banks and brokers, and a regulatory approach using the SEC’s forthcoming consolidated audit trail.
Joseph Grundfest, professor of law and business at Stanford University, joins the Business Scholarship Podcast to discuss his recent article The Limits of Delaware Corporate Law: Internal Affairs, Federal Forum Provisions, and Sciabacucchi.
He explains that the Chancery Court’s Sciabacucchi decision erroneously held Securities Act claims to be external to a corporation’s governance, meaning that charters cannot require securities claims to be filed in federal, rather than state, court. He notes that this holding was not only wrong as a matter of Delaware law, but it also raises troubling federalism questions and could lead to higher D&O insurance premia.
Sarah Haan, associate professor of law at Washington and Lee University, joins the Business Scholarship Podcast to discuss her article Civil Rights and Shareholder Activism: SEC v. Medical Committee for Human Rights. Haan traces the civil-rights roots of shareholder activism and chronicles the legal history of SEC v. Medical Committee for Human Rights, a case stemming from activists’ opposition to Dow Chemical’s manufacture of napalm during the Vietnam War era. Although Medical Committee receded from memory after it was vacated as moot by the Supreme Court, Haan explains how it can inform contemporary debates over the meaning of corporate democracy.
Gina-Gail Fletcher, associate professor at Indiana University Maurer School of Law, joins the Business Scholarship Podcast to discuss her forthcoming article Engineered Credit Default Swaps: Innovative or Manipulative?. Fletcher’s article examines the phenomenon of engineered credit-default-swap transactions. In these transactions, CDS buyers or sellers induce borrowers either to default or avoid default on debt referenced by CDS contracts, thus allowing them to directly affect the values of the contracts. Fletcher considers the costs and benefits of this controversial practice and sketches possible regulatory and market responses to it.
Gregory Shill, associate professor of law at the University of Iowa, joins the Business Scholarship Podcast to discuss his article Should Law Subsidize Driving?. In this article and a companion piece in The Atlantic, Shill explores how law and policy subsidize driving as the dominant form of transportation.
He explains that this subsidization hurts everyone in terms of auto-related deaths, negative health effects, and quality of life, but that these costs are disproportionately borne by people of color, the disabled, and senior citizens. He offers hope, however, that rather than being preordained, these effects are the result of changeable policy choices.
Rory Van Loo, associate professor of law at Boston University, joins the Business Scholarship Podcast to discuss his recent article Regulatory Monitors: Policing Firms in the Compliance Era. He explains that regulatory agencies are not solely driven by enforcement and regulatory attorneys. Rather, large workforces of inspectors, examiners, engineers, and other professionals monitor firms day-to-day and in large part drive decisions around when and how the law is enforced and how regulation is developed.
Preeti Choudhary, associate professor of accounting at the University of Arizona, joins the Business Scholarship Podcast to discuss her recent paper Auditors’ Quantitative Materiality Judgments: Properties and Implications for Financial Reporting Reliability. In this paper, Choudhary and her co-authors use PCAOB examination data to quantify auditors’ materiality judgments. Their findings examine the effect of materiality judgments on financial-statement reliability and dispel the myth that auditors simply apply a 5%-of-net-income heuristic.
Ann Lipton, associate professor in business law at Tulane University, joins the Business Scholarship Podcast to discuss her recent article Not Everything is About Investors: The Case for Mandatory Stakeholder Disclosure. In this article, Lipton questions the use of securities filings for non-investor-centric disclosures and calls instead for disclosure by large enterprises that is rooted in social interest, rather than public-company status.
Veronica Root Martinez, professor of law at the University of Notre Dame, joins the Business Scholarship Podcast to discuss her recent article The Compliance Process. She explains why corporate compliance programs have focused on preventing and detecting legal violations yet miss the logical next steps of investigating and remediating them.
John Coyle, professor of law at the University of North Carolina, joins the Business Scholarship Podcast to discuss his recent article A Short History of the Choice-of-Law Clause. Coyle uses a historical survey of published cases and form books to trace the growth of the contractual choice-of-law clause from early domestic and commercial uses in the late 19th century through the adoption of the Uniform Commercial Code and the “Conflicts Revolution” in the 1950s and 1960s.
Jennifer Arlen, professor of law at New York University, joins the Business Scholarship Podcast to discuss her recent paper The Potential Promise and Perils of Introducing Deferred Prosecution Agreements Outside the U.S. In this paper, Arlen examines recent British and French efforts to introduce U.S.-style DPAs in corporate enforcement. She explains that although these efforts offer rule-of-law improvements over the U.S. approach, they are not yet fully aligned to helping prosecutors detect and deter corporate misconduct.
Yaron Nili, assistant professor of law at the University of Wisconsin, joins the Business Scholarship Podcast to discuss his recent article Successor CEOs. In this article, Nili explores why combo CEO/chairs sometimes give up the CEO role but remain chair of the board of directors, versus the more common transition of a CEO/chair giving up the chair.
Claire Hill, professor of law at the University of Minnesota, joins the Business Scholarship Podcast to discuss her recent article #MeToo and the Convergence of CSR and Profit Maximization. In this article, Hill explores the #MeToo movement’s implications for corporate social responsibility (CSR) and environmental, social, and governance (ESG) concerns and their potential convergence.
Benjamin Edwards, associate professor of law at the University of Nevada, Las Vegas, and Anthony Rickey, founder of Margrave Law LLC, join the Business Scholarship Podcast to discuss their recent article Uncovering the Hidden Conflicts in Securities Class Action Litigation: Lessons From the State Street Case. Edwards and Rickey examine potential plaintiff-side attorney conflicts in securities class actions that persist despite passage of reform legislation in the 1990s. They propose new litigation disclosures as a way to combat those potential conflicts.
Natasha Sarin, assistant professor of law at the University of Pennsylvania, joins the Business Scholarship Podcast to discuss her recent article Making Consumer Finance Work. Sarin analyzes the outcomes of three Dodd-Frank era reforms to explain when regulatory interventions work, when they lead to “whack-a-mole,” and how the less wealthy subsidize other consumers in consumer finance markets.
Emily Kadens, professor of law at Northwestern University, joins the Business Scholarship Podcast to discuss her recent articles Cheating Pays and The Dark Side of Reputation. In these articles, Kadens uses archival records from litigation among 17th century English merchants to examine the limits of reputation as a tool for market discipline and sanction.
Robert Anderson, professor of law at Pepperdine University, joins the Business Scholarship Podcast to discuss his new article A Property Theory of Corporate Law. In this article Anderson questions the contractarian theory of the corporation and explains why a property-based theory better accounts for some features of corporate law.
Lev Menand, associate in law, lecturer in law, and postdoctoral fellow at Columbia Law School, joins the Business Scholarship Podcast to discuss his new paper The Monetary Basis of Bank Supervision. In our conversation, he situates bank supervision and its safety-and-soundness concept as being historically rooted in banks’ role as creators of money.
Dorothy Lund, assistant professor of law at the University of Southern California, joins the Business Scholarship Podcast to discuss her recent article Nonvoting Shares and Efficient Corporate Governance. In our conversation, she explains how nonvoting shares have the potential to enhance corporate governance and shareholder value.
Sehwa Kim, assistant professor of accounting at Columbia Business School, and Seil Kim, assistant professor of accountancy at Baruch College Zicklin School of Business, join the Business Scholarship Podcast to discuss their new article Fragmented Securities Regulation: Neglected Insider Trading in Stand-Alone Banks.
In our conversation, the authors explain why some publicly held banks file their securities disclosures with the FDIC (not the SEC) and what implications this fragmented system might have for capital markets.
Victoria Schwartz, Associate Professor of Law at Pepperdine University, joins the Business Scholarship Podcast to discuss her recent article The Celebrity Stock Market, which evaluates new markets for funding aspiring celebrities (like athletes, actors, and musicians) and their ethical, contractual, and securities-law implications.
Jonathan Lipson, Harold E. Cohn Chair and Professor of Law at Temple University Beasley School of Law, joins the Business Scholarship Podcast to discuss his recent article The Secret Life of Priority: Corporate Reorganization After Jevic.