Business Scholarship Podcast

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.

Allison Herren Lee, former commissioner and acting chair of the U.S. Securities and Exchange Commission; Anat Alon-Beck, assistant professor of law at Case Western Reserve University; and John Livingstone, research fellow at Case Western Reserve University, join the Business Scholarship Podcast to discuss special-purpose vehicles and the divide in public and private markets. Alon-Beck and Livingstone are the authors of Mythical Unicorns and How to Find Them: The Disclosure Revolution.

Jennifer Fan, professor of law at the University of Washington, joins the Business Scholarship Podcast to discuss her article The Landscape of Startup Corporate Governance in the Founder-Friendly Era. In this article, Fan offers an empirical investigation of startup boards, including their governance models at different lifecycle and economic stages and their distinctions from public-company boards.

George Georgiev, associate professor of law at Emory University, joins the Business Scholarship Podcast to discuss his article The Human Capital Management Movement in U.S. Corporate Law. In this article Georgiev gives an account of the move toward understanding workers as essential “assets” of a corporation, which in turn requires boards to consider workforces within their monitoring and oversight responsibilities. He evaluates recent SEC regulations mandating human-capital management (HCM) disclosures and previews future HCM regulatory developments.

Robert Anderson, professor of law at Pepperdine University, joins the Business Scholarship Podcast to discuss his article The Sea Corporation. In this article, Anderson traces the origins of “the sea corporation”—the separate legal personality of ships that partly parallels the legal and economic attributes of modern-day business corporations—and considers its implications for business-organization theory.

John Rice, visiting assistant professor of law at Duquesne University, joins the Business Scholarship Podcast to discuss his article Rainbow-Washing. In this article Rice confronts the dichotomy between corporate expressions of support for the LGBTQIA+ community, on the one hand, and actions inconsistent with those commitments, on the other hand. Rice situates this problem in state-law fiduciary duties and federal securities-law obligations and identifies rainbow-washing litigation risks firms might face.

Christiana Ochoa, professor of law at Indiana University Bloomington, joins the Business Scholarship Podcast to discuss her article Deals in the Heartland, which she co-authored with Kacey Cook and Hanna Weil. In this article, Ochoa and her co-authors conduct an ethnography around disputes over wind-farm construction in rural Indiana. Their findings suggest that contracting practices, including formality and transparency, affect the stability of relationships among members of tight-knit communities and the relationships between community members and outside parties. With implications for both contract theory and the race to adopt clean-energy technology, this contractual stability Ochoa and her co-authors identify can, in turn, help wind-farm operators overcome local regulatory barriers.

Lécia Vicente, who teaches business law at Louisiana State University, joins the Business Scholarship Podcast to discuss her article Ownership Piercing. In this article, Vicente theorizes the unique aspects of the separation of ownership and control in limited liability companies (LLCs) and proposes that in manager-managed LLCs, courts should assess ownership through an evaluative “ownership piercing” process.

Jared Ellias, professor of law at Harvard University, joins the Business Scholarship Podcast to discuss his article The Rise of Bankruptcy Directors, which he co-authored with Ehud Kamar and Kobi Kastiel of Tel Aviv University. In this article Ellias and his co-authors present an empirical study of the rise of independent directors—traditionally a corporate-law concept—in Chapter 11 bankruptcies. The study finds that although “bankruptcy directors” may be presented as neutral experts who help maximize creditor recoveries, their appointments are associated with on average 20% reductions in unsecured-creditor recoveries.

Joseph Pileri, chief legal officer at Mission Driven Finance, joins the Business Scholarship Podcast to discuss his article Who Gets to Make a Living? Street Vending in America. Pileri outlines the history and place of street vending in America’s cities, how the business model works and why entrepreneurs pursue it, and the regulatory barriers to entry they face. He closes with proposed reforms to address the distributional and criminalization effects of current street-vending regulations.

Afra Afsharipour, professor of law at the University of California, Davis, and Darren Rosenblum, professor of law at McGill University, join the Business Scholarship Podcast to discuss their essay Power and Pay in the C-Suite. In this essay, Afsharpiour and Rosenblum extend the board-diversity literature to examine diversity in the next layer of the corporate hierarchy: the C-suite occupied by the chief executive, financial, legal, HR, and other senior officers.

June 6, 2022

The press is a bedrock institution of American society and democracy, but in many corners of the country, the viability of local reporting is under question if not outright existential threat. To explore some of the causes, effects, and solutions to this problem, the Business Scholarship Podcast’s third annual symposium is focused on Local Journal, Business, and Society.

The symposium comprises three episodes broken into the following panels.

1. Private Equity and Local Journalism
   • Michael Ewens, California Institute of Technology
   • RonNell Andersen Jones, University of Utah
   • Steven Waldman, Report for America

2. Workplaces and Local Journalism
   • Sinja Leonelli, University of Chicago
   • Aneesh Raghunandan, London School of Economics
   • John Howard, National Institute for Occupational Safety and Health

3. Corporate Misconduct and Local Journalism
   • Gerardo Pérez Cavazos, University of California San Diego
   • Karen Woody, Washington & Lee University
   • Joseph Borg, Alabama Securities Commission

Panels are moderated by Andrew Jennings of Brooklyn Law School. They are available on major podcast apps, YouTube, and at andrewkjennings.com/localjournalism.

Tracey George, professor of law and political science at Vanderbilt University, joins the Business Scholarship Podcast to discuss her article Gender, Credentials and M&A, which she co-authored with Albert Yoon, professor of law and economics at the University of Toronto and Mitu Gulati, professor of law at the University of Virginia. George’s article offers an empirical examination of gender gaps in M&A deal leadership and how the signaling effects of attorney credentials influence those gaps. George is joined on the panel by practitioners Eva Davis, a partner and chair of the transactions department at Winston & Strawn, and Germaine Gurr, a partner in the M&A practice of White & Case.

Yesha Yadav, professor of law at Vanderbilt University, joins the Business Scholarship Podcast to discuss her article The Broken Bond Market, which she co-authored with Jonathan Brogaard, professor of finance at the University of Utah. In this article, Yadav and Brogaard observe an inverse relationship between bond liquidity and governance bespokeness, which forces a tradeoff between tradability and investor protection. They recommend private-ordering solutions to reduce this dichotomy.

George Georgiev, associate professor of law at Emory University, joins the Business Scholarship Podcast to discuss his article The Breakdown of the Public–Private Divide in Securities Law: Causes, Consequences, and Reforms. In this article Georgiev traces a breakdown in the division between public and private capital markets as stemming from two decades of deregulatory developments. This breakdown, he contends, has reduced the explanatory value of the public-private divide in securities regulation, a condition that can likely only be remedied through congressional action.

Madison Condon, associate professor of law at Boston University, joins the Business Scholarship Podcast to discuss her article Market Myopia’s Climate Bubble. In this article Condon identifies the causes and consequences of mispricing the climate risk inherent in financial assets. Later in the interview, Condon offers her initial views on the SEC’s proposed climate-disclosure rules.

Alexander Platt, associate professor of law at the University of Kansas, joins the Business Scholarship Podcast to discuss his article Beyond “Market Transparency”: Investor Disclosure and Corporate Governance. In this article Platt explores twenty governance impacts driven by Exchange Act Section 13(f)—which requires institutional shareholders to periodically disclose their holdings to the public—including on common ownership and competition and shareholder activism. Drawing from these examples, Platt observes that far from a neutral transparency device, Section 13(f) has substantive effects on corporate governance.

Anat Alon-Beck, assistant professor of law at Case Western Reserve University, and Darren Rosenblum, professor of law at McGill University, join the Business Scholarship Podcast to discuss their articles No More Old Boys’ Club: Institutional Investors’ Fiduciary Duty to Advance Board Gender Diversity and A Duty to Diversify, which were co-authored with Michal Agmon-Gonnen. In these articles, Alon-Beck and Rosenblum articulate directors’ and institutional investors’ fiduciary duties as including a duty to foster diversity in senior corporate leadership.

William Moon, associate professor of law at the University of Maryland, joins the Business Scholarship Podcast to discuss his article Anonymous Companies. In this article Moon challenges the push for greater transparency of corporate ownership by recognizing legitimate economic, safety, anti-discrimination, and related interests that entrepreneurs might have in corporate anonymity.

Akshaya Kamalnath, senior lecturer at Australian National University College of Law, joins the Business Scholarship Podcast to discuss her article Social Movements, Diversity, and Corporate Short-Termism. In this article, Kamalnath investigates how social movements, often powered by social media, influence corporate commitments to diversity, equity, and inclusion. She observes, however, that these commitments can suffer from corporate short-termism, particularly as social pressure wanes.

Richard Crowley, assistant professor of accounting at Singapore Management University, joins the Business Scholarship Podcast to discuss his paper Executive Tweets, which he co-authored with Wenli Huang of Hong Kong Polytechnic University and Hai Lu of the University of Toronto. In the paper the co-authors find that larger market reactions follow financially relevant tweets posted to executives’ personal Twitter accounts compared to similar tweets posted to corporate accounts. This result is consistent with a person-to-person trust mechanism.