Business Scholarship Podcast

Joseph Grundfest on Federal-Forum Provisions

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 on Civil Rights and Shareholder Activism

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 on Engineered Credit-Default Swaps

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 on Driving, Motordom, and Political Economy

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 on Regulatory Monitors

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 on Materiality Judgments

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 on Mandatory Stakeholder Disclosure

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.

John Coyle on the History of the Choice-of-Law Clause

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 on Overseas Deferred-Prosecution Agreements

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.

Benjamin Edwards and Anthony Rickey on Hidden Conflicts in Securities Litigation

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 on Making Consumer Finance Work

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.

Sehwa Kim and Seil Kim on Fragmented Securities Regulation

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.