Business Scholarship Podcast

In this two-episode interview, Benjamin Edwards, associate professor of law at the University of Nevada, Las Vegas, joins as guest co-host.

Part I

Joseph Borg, who recently retired from three decades as director of the Alabama Securities Commission, joins the Business Scholarship Podcast to discuss his career as a state securities regulator. Topics in this first part of a two-episode interview include agency building and administrative structure, state politics and financial regulation, cooperation between state and federal enforcement agencies, memorable enforcement actions, and insights on crypto enforcement by state securities regulators.

Part II

Joseph Borg, who recently retired from three decades as director of the Alabama Securities Commission, joins the Business Scholarship Podcast to discuss his career as a state securities regulator. Topics in this second part of a two-episode interview include public service in securities regulation; cooperation between state regulators, FINRA, and the SEC; and agency funding and resources.

Abby Lemert, a recent graduate of Yale Law School, joins the Business Scholarship Podcast to discuss her article Facebook’s Corporate Law Paradox. In this article, Lemert identifies social harms associated with the Delaware-incorporated social-networking site Facebook and considers the constraints Delaware law imposes on the company’s ability to self-regulate toward mitigating those harms.

Martin Grace, professor of risk, insurance, and healthcare management at Temple University, and Jingshu Luo, assistant professor of finance at the University of Mississippi, join the Business Scholarship Podcast to discuss their article The Market for Model Laws: The Diffusion of NAIC’s Model Laws, which they co-authored with Charlotte Alexander of Georgia State University. In this article, the authors investigate pathways of state adoption of model insurance laws promulgated by the National Association of Insurance Commissioners.

Brett McDonnell, professor of law at the University of Minnesota, joins the Business Scholarship Podcast to discuss his article Stakeholder Engagement. In this article McDonnell examines how public companies engage with their non-shareholder stakeholders, including employees and civil society.

Stephen Bainbridge, professor of law at the University of California, Los Angeles, joins the Business Scholarship Podcast to discuss his new book The Profit Motive: Defending Shareholder Value Maximization.

Elise Maizel, acting assistant professor of lawyering at New York University, joins the Business Scholarship Podcast to discuss her article The Case for Downsizing the Corporate Attorney-Client Privilege. In this article, Maizel offers a comparative and historical analysis of the corporate attorney-client privilege versus the more familiar privilege enjoyed by individual clients. She finds the contemporary practice of corporate attorney-client privilege to be unworkable and socially costly and proposes reforms around channeling corporations’ attorney-client communications through board-level privileged-communications committees.

Caleb Griffin, assistant professor of law at the University of Arkansas, joins the Business Scholarship Podcast to discuss his article Humanizing Corporate Governance. In this article Griffin investigates the voting preferences of retail investors in intermediated funds and presents results from an original survey study.

Vijay Raghavan, assistant professor of law at Brooklyn Law School, joins the Business Scholarship Podcast to discuss his article The Case Against the Debt Tax. In this article Raghavan challenges the bases for treating forgiven consumer debt as taxable income, including student-loan and other consumption debt. He also offers recommendations for reforms to tax procedure.

Ann Lipton, associate professor of business law and entrepreneurship at Tulane University, joins the Business Scholarship Podcast to discuss her essay Inside Out (or, One State to Rule them All): New Challenges to the Internal Affairs Doctrine. In this essay, Lipton observes a trend in which internal-affairs doctrine, via forum-selection bylaws, encroaches on substantive fields outside its corporate-governance heartland. This trend includes employment and securities disputes. She identifies concerns with this trend, including undermining states’ non-corporate regulatory policies and forcing disputes, like claims under the Exchange Act, into fora that lack subject-matter jurisdiction to hear them.

Todd Phillips, principal at Phillips Policy Consulting and former director of financial regulation and corporate governance at the Cato Institute, joins the Business Scholarship Podcast to discuss his essay The Fracas at the FDIC. In this essay Phillips examines a power struggle in late 2021 between the Federal Deposit Insurance Corporation board’s Republican chair and Democratic majority, including its implications for the possibility of fracases at the Federal Reserve’s Board of Governors.

Kish Parella, professor of ethics and law at Washington & Lee University, joins the Business Scholarship Podcast to discuss her article Corporate Foreign Policy in War. Parella’s article uses the Russian invasion of Ukraine as a study in how multinational firms respond to war, including how public pressure, business models, and contractual arrangements drive firms’ decisional space and reactions.

Darian Ibrahim, professor of law at the College of William & Mary, joins the Business Scholarship Podcast to discuss his article Angels and Devils: The Early Crypto Entrepreneurs. In this article Ibrahim provides a typology in which crypto entrepreneurs are “angels” or “devils” and explains why these categories are analytically useful for framing the regulation of crypto assets, including under the Howey test for investment-contract securities.

Evelyn Atkinson, an incoming professor at Tulane Law School, joins the Business Scholarship Podcast to discuss her article Telegraph Torts: The Lost Lineage of the Public Service Corporation. In this article, Atkinson recounts the history of the telegraph tort, a private action against telegraph companies for failure to deliver messages about a loved one’s death or illness. The telegraph tort, Atkinson observes, reflected affective relationships between telegraph companies and the public and points to early expectations that corporate purpose encompasses public service.

Joshua Blustein, a law student at the University of Chicago, joins the Business Scholarship Podcast to discuss his article Hyperinflation in the Łódź Ghetto, which he co-authored with Jonah Bennett, Natalia Stefanska, Przemysław Galach, and Steven Hanke. In this article, Blustein and his co-authors offer an economic history of the Łódź Ghetto—the last ghetto to be liquidated by the Nazis during the Holocaust—with a focus on its internal currency and the causes and effects of the currency’s hyperinflation.

William Magnuson, professor of law at Texas A&M University, joins the Business Scholarship Podcast to discuss his book For Profit: A History of Corporations.

David Grenardo, professor of law at the University of St. Thomas, joins the Business Scholarship Podcast to discuss his article Getting to the Root of the Problem: Where Are All the Black Owners in Sports?. In this article Grenardo examines underrepresentation of people of color—particularly Black people—among owners, senior executives, and head coaches in professional sports teams. He theorizes explanations for these underrepresentations and proposes new league policies to reduce them.

Kristen Eichensehr and Cathy Hwang, professors of law at the University of Virginia, join the Business Scholarship Podcast to discuss their essay National Security Creep in Corporate Transactions. In this essay Eichensehr and Hwang document the expansion of national-security review in mergers and other corporate transactions. They consider the implications of this “national security creep” for contract theory and design and judicial deference to Congress and the executive branch in national-security matters.

Omari Scott Simmons, professor of law at Wake Forest University, joins the Business Scholarship Podcast to discuss his article Political Risk Management. In this article Simmons locates political risk as a subset of enterprise risk management and analyzes its role in the contemporary business environment.

Samantha Prince, assistant professor of law at Penn State Dickinson Law, joins the Business Scholarship Podcast to discuss her article Megacompany Employee Churn Meets 401(k) Vesting Schedules: A Sabotage on Workers’ Retirement Wealth. In this article Prince problematizes the use of vesting schedules in employer-sponsored 401(k) plans, especially at companies with employee-churn rates that make it likely that few employees ever actually receive promised 401(k) matching contributions. Given the disproportionate number of people of color working in such high-churn positions, Prince observes that the 401(k)-vesting problem has downstream effects on racial wealth inequality.

Brian Feinstein, assistant professor of legal studies and business ethics at the University of Pennsylvania’s Wharton School, joins the Business Scholarship Podcast to discuss his article In-Group Favoritism as Legal Strategy: Evidence from FCPA Settlements, which he co-authored with William Heaston and Guilherme Siqueira de Carvalho. In this article, the authors offer empirical findings that corporate targets of Foreign Corrupt Practices Act enforcement tend to hire Democratic attorneys during Democratic administrations and vice versa during Republican administrations. This finding, in turn, raises questions about the potential role of in-group identity and homophily and the integrity of white-collar enforcement.

Joan MacLeod Heminway, professor of law at the University of Tennessee, joins the Business Scholarship Podcast to discuss her article Criminal Insider Trading in Personal Networks. In this article, Heminway investigates insider trading occurring in the context of friendship, familial, or romantic relationships and presents findings from her empirical study of this friends-and-family insider trading.

Giovanni Patti, head of research for the Securities Enforcement Empirical Database (SEED) at NYU, and Peter Robau, senior professional fellow at NYU’s Pollack Center for Law & Business, join the Business Scholarship Podcast to discuss their article article SEC Regional Offices. In the article Patti and Robau present the history of the SEC’s eleven regional offices, including their pragmatic and ideological origins, the gradual centralization of the SEC’s enforcement policy, and new developments in regional specialization. Patti and Robau use data from SEED to extend this historical account and situate the regional SEC offices in the literature on regional administration of federal power.

Andrew Granato, executive editor and empirical scholarship editor of the Yale Journal on Regulation; John Bowers, empirical scholarship editor of the Yale Law Journal; and Arisa Herman, senior articles editor of the Cornell Law Review, join the Business Scholarship Podcast to discuss the state of empirical legal scholarship and the recently announced Joint Law Review Statement on Data and Code Transparency.

The Business Scholarship Podcast is accepting proposals for its fourth annual symposium, which will be published in 2023. Topics should (1) be focused on business (broadly considered); (2) have the potential to garner academic and public, professional, or policy interest; and (3) accommodate panelists from business-academic fields (including, but not limited to, law, finance, accounting, marketing, economics, or management) and from practitioner, advocate, or policymaker backgrounds. Proposals may be sent to andrew.jennings@brooklaw.edu and will be accepted and reviewed until a symposium topic has been selected.

Please include the following information with a proposal:

1. Name and institutional affiliation of proponent;
2. Whether the proponent is interested in or willing to help organize the symposium;
3. The topic and its relevance to academic, public, practitioner, and policy audiences; and
4. Any proposed panels and panelists.

For reference, the first three Business Scholarship Podcast symposia are:

• Citizens United at 10 (January 2020)
• Financial and Corporate Regulation in the Biden Administration (January 2021)
• Local Journalism, Business, and Society (June 2022)

Marc Steinberg, professor of law at SMU, joins the Business Scholarship Podcast to discuss his article To Call a Donkey a Racehorse — The Fiduciary Duty Misnomer in Corporate and Securities Law. In this article Steinberg considers the rhetoric and reality of corporate fiduciary duty and concludes that directors, officers, and controlling shareholders are not fiduciaries strictly speaking but rather should be understood as having corporate-law-specific duties.