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.
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.
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.
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.
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.
Cathy Hwang, Associate Professor of Law at the University of Utah S.J. Quinney College of Law, joins the Business Scholarship Podcast to discuss her recent and forthcoming articles Deal Momentum and Faux Contracts.