Cornell Law School is hosting a memorial conference for Lynn Stout on February 1st and 2nd.  The announcement is below.  Lynn was not only one of the titans of corporate law, she was, more importantly, an incredibly generous soul.  When I was struggling to write my first law review article while practicing at a law firm, I desperately sought any advice I could get from academics.  I sent a draft to scholars whose work I admired and cited.  Shockingly, Lynn responded.  She not only gave me written comments, but spent an hour on the phone with me talking through the draft.  There was little for her to gain in talking to a random associate at a big law firm.  Her advice improved the paper immensely.  It also modeled for me how a creative scholar thinks and how a generous scholar should act.  Perhaps the most fitting way to honor Lynn is to mentor a scholar or anyone without any thought of recompense.

Here is the announcement from Cornell:

Please join us on February 1-2, 2023, in New York City, for a special two-part event celebrating the life and work of our colleague and friend, Professor Lynn Stout.

On February 1, 2023, Cornell University Law School will hold the Lynn Stout Memorial Conference, honoring Professor Stout’s scholarly work and significant impact in corporate governance. The conference will feature a series of cutting-edge paper presentations and discussion panels; the conference celebrates Professor Stout’s scholarship and highlights the lasting impact of her ideas and writings on the present and future trajectory of legal research in corporate law, securities and derivatives regulation, law and economics, and law and ethics. 

The conference will take place at the Cornell Club in New York City (6 East 44^th Street, New York, NY 10017).

On February 2, 2023, at 10 a.m., an informal memorial service will be held at St. Paul’s Chapel of Trinity Church Wall Street (209 Broadway, New York, NY 10007).

The agenda and RSVP information can be found at:

LYNN STOUT MEMORIAL CONFERENCE

Please note that capacity is limited for this event, so please RSVP before January 25.

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The University of Michigan Law School invites junior scholars to attend the 5th Annual Junior Scholars Conference, which will be held on April 26-27, 2023 in Ann Arbor, Michigan. The conference provides junior scholars with a platform to present and discuss their work with peers, and to receive detailed feedback from senior members of the Michigan Law faculty. The Conference aims to promote fruitful collaboration between participants and to encourage their integration into a community of legal scholars. The Junior Scholars Conference is intended for academics in both law and related disciplines. Applications from postdoctoral researchers, lecturers, fellows, SJD/PhD candidates, and assistant professors (pre-tenure) who have not held an academic position for more than four years, are welcomed.

Applications are due by January 12, 2023.

Further information can be found at the Conference website: http://www.law.umich.edu/events/junior-scholars-conference/Pages/2023conference.aspx

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Corpus linguistics made its debut in federal court in February 2018 when Judge Dabney L. Friedrich cited COHA in an opinion to demonstrate that a relevant statutory term was a term of art at the time the statute was passed: "[T]he New York Times database in Lexis/Nexis, and the US News database in Westlaw ... contain virtually no record of 1934-era language usage, but a more robust database [COHA] indicates that the phrase rural district was used with some frequency in the first half of the twentieth century before mostly falling out of usage in the second half. This suggests that even if rural district does not carry meaning distinct from its individual words today, it did in 1934." American Bankers Association v. National Credit Union Administration, 306 F.Supp.3d 44 (D.D.C. 2018).

A few months later, James Heilpern -- a Law and Corpus Linguistics Fellow at BYU Law School -- filed an amicus brief in Lucia v. SEC. The brief was signed by 15 other corpus linguists. Although the Court did not cite the brief, it did embrace the reasoning (see here) and cited Jenn Mascott's Stanford Law Review article, which used a BYU Law Corpus. The following day, in Carpenter v. United States, Justice Thomas cited the Corpus of Historical American English (COHA) and the Corpus of Founding Era American English (COFEA), both created at BYU.

电脑上youtube is the first citation to corpus linguistics in the US Supreme Court, but I have a feeling we will see another appearance soon, perhaps in Rimini Street, Inc. v. Oracle USA, Inc., a case involving the interpretation of "full costs" under the Copyright Act. Here is the amicus brief, again from James Heilpern who is again accompanied by other corpus linguists, arguing:

the linguistic evidence shows that the "full" in Section 505 should be considered a "delexicalized" adjective, that is, an adjective whose purpose is to draw attention to and underline an attribute already fundamental to the nature of the noun that is already embedded in the meaning of the noun. "Full" often serves to emphasize the completeness of an object that
is already presumed to be complete, like "full deck of cards," "full set of teeth," and "full costs."

Read the whole brief. This is really good stuff.

Permalink | Corpus Linguistics | Comments (View) | 电脑上youtube教程

The 13th annual meeting of the Law and Entrepreneurship Association (LEA) will be held on April 5, 2023 at Boston College Law School.

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The theme for the meeting will be Unicorns and the Law. We seek papers addressing issues raised by the growing number of highly-valued private companies that are delaying IPOs.  One or more panels will be organized around this theme. Possible topics include disclosure requirements, unicorn valuation, regulation of private trading markets, the role of sovereign wealth funds and mutual funds as unicorn investors and governance issues including dual class capitalization, fraud, employee protection, employment discrimination, and compliance with law. We also welcome papers on other topics relevant to entrepreneurship. 

Proposals should be comprehensive enough to allow the LEA board to evaluate the aims and likely content of the papers they propose. Papers may be accepted for publication but must not be published prior to the meeting. Works in progress, even those at a relatively early stage, are welcome. Junior scholars and those considering entering the legal academy are especially encouraged to participate.

To submit a proposal or paper, please email Professor Renee Jones at jonesrx@bc.edu by January 4, 2109. Please include the subject line: “LEA Submission – {Name}.”

Boston College Law School is located in Newton, Massachusetts, with easy access to Boston Logan Airport and Downtown Boston.For additional information, please email Professor Renee Jones at jonesrx@bc.edu.

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Contractual Governance: the Role of Private Ordering

at the 2023 AALS Annual Meeting

The AALS Section on Business Associations is pleased to announce a Call for Papers from which up to two additional presenters will be selected for the section’s program to be held during the AALS 2023 Annual Meeting in New Orleans on Contractual Governance: the Role of Private Ordering.  The program will explore the use of contracts to define and modify the governance structure of business entities, whether through corporate charters and bylaws, LLC operating agreements, or other private equity agreements.  From venture capital preferred stock provisions, to shareholder involvement in approval procedures, to forum selection and arbitration, is the contract king in establishing the corporate governance contours of firms?  In addition to paper presenters, the program will feature prominent panelists, including SEC Commissioner Hester Peirce and Professor Jill E. Fisch of the University of Pennsylvania Law School.

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Submission Information:

Please submit an abstract or draft of an unpublished paper to Anne Tucker, amtucker@gsu.edu on or before August 1, 2018.  Please remove the author’s name and identifying information from the submission.  Please include the author’s name and contact information in the submission email.

Papers will be selected after review by members of the Executive Committee of the Section. Authors of selected papers will be notified by August 25, 2018. The Call for Paper presenters will be responsible for paying their registration fee, hotel, and travel expenses.

Any inquiries about the Call for Papers should be submitted to: Anne Tucker, Georgia State University College of Law, amtucker@gsu.edu or (404) 413.9179.

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Shocked and terribly sad to learn that Lynn Stout has died.  Stephen Bainbridge shares emails from the UCLA and Cornell deans here.  Lynn was an incredibly generous colleague who provided thoughtful commentary and much appreciated support to me and many others in the academy.  Her passing is a real blow to our corporate law community.

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Corporate & Securities Litigation Workshop: Call for Papers

The University of Richmond School of Law, in conjunction with Boston University School of Law, University of Illinois College of Law, and UCLA School of Law, invites submissions for the Sixth Annual Workshop for Corporate & Securities Litigation. This workshop will be held on October 19-20, 2018 at the University of Richmond School of Law in Richmond, Virginia.

Overview

This annual workshop brings together scholars focused on corporate and securities litigation to present their scholarly works. Papers addressing any aspect of corporate and securities litigation or enforcement are eligible, including securities class actions, fiduciary duty litigation, and comparative approaches. We welcome scholars working in a variety of methodologies, as well as both completed papers and works-in-progress.

Authors whose papers are selected will be invited to present their work at a workshop hosted by the University of Richmond.  Hotel costs will be covered.  Participants will pay for their own travel and other expenses.

Submissions

If you are interested in participating, please send the paper you would like to present, or an abstract of the paper, to corpandseclitigation@gmail.com by Friday, May 25, 2018. Please include your name, current position, and contact information in the e-mail accompanying the submission.  Authors of accepted papers will be notified by late June. 

Questions

Any questions concerning the workshop should be directed to the organizers: Jessica Erickson (电脑上youtube), David Webber (dhwebber@bu.edu), Verity Winship (vwinship@illinois.edu), and Jim Park (James.park@law.ucla.edu).

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National Business Law Scholars Conference

Thursday & Friday, June 21-22, 2018

Call for Papers

The National Business Law Scholars Conference (NBLSC) will be held on Thursday and Friday, June 21-22, 2018, at the University of Georgia School of Law in Athens, Georgia.  A vibrant college town, Athens is readily accessible from the Atlanta airport by vans that depart hourly.  Information about transportation, hotels, and other conference-related matters can be found on the 中国电脑如何上youtube.

This is the ninth meeting of the NBLSC, an annual conference that draws legal scholars from across the United States and around the world.  We welcome all scholarly submissions relating to business law.  Junior scholars and those considering entering the legal academy are especially encouraged to participate. If you are thinking about entering the academy and would like to receive informal mentoring and learn more about job market dynamics, please let us know when you make your submission.

To submit a presentation, email Professor Eric C. Chaffee at 电脑上youtube with an abstract or paper by February 16, 2018.  Please title the email “NBLSC Submission – {Your Name}.”  If you would like to attend, but not present, email Professor Chaffee with an email entitled “NBLSC Attendance.”  Please specify in your email whether you are willing to serve as a panel moderator.  We will respond to submissions with notifications of acceptance shortly after the submission deadline.  We anticipate circulating the conference schedule in May.

Keynote Speakers:

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University of Virginia School of Law

Cindy A. Schipani

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Professor of Business Law

University of Michigan Ross School of Business

Featured Panels:

The Criminal Side of Business in 2018

Miriam Baer, Professor of Law, Brooklyn Law School

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Peter J. Henning, Professor of Law, Wayne State University School of Law

Kate Stith, Lafayette S. Foster Professor of Law, Yale Law School

Larry D. Thompson, John A. Sibley Professor in Corporate and Business Law, University of Georgia School of Law  

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William W. Bratton, Nicholas F. Gallicchio Professor of Law, University of Pennsylvania Law School

Giles T. Cohen, Attorney, Securities & Exchange Commission

Lisa M. Fairfax, Leroy Sorenson Merrifield Research Professor of Law, George Washington University Law School

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Roberta Romano, Sterling Professor of Law, Yale Law School

Veronica Root, Associate Professor of Law, Notre Dame Law School  

Conference Organizers:

Anthony J. Casey (The University of Chicago Law School)
Eric C. Chaffee (The University of Toledo College of Law)
Steven Davidoff Solomon (University of California, Berkeley School of Law)

Joan MacLeod Heminway (The University of Tennessee College of Law)
Kristin N. Johnson (Seton Hall University School of Law)
Elizabeth Pollman (Loyola Law School, Los Angeles)
Margaret V. Sachs (University of Georgia School of Law)
Jeff Schwartz (University of Utah S.J. Quinney College of Law)

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I know most bloggers today are consumed with the June avalanche of Supreme Court opinions and cert grants, but something interesting is afoot in the corporate law world (and more importantly the actual world).  At the end of last week, Qatar Airways announced plans to purchase 10% of American Airlines.  That move is definitely a little more interesting than Berkshire Hathaway reentering the airline sector and poses a lot of political concerns.  What triggered my interest, I'm a little embarassed to say was the note in all the coverage that Qatar was going to purchase 4.75% now because it would need board approval to purchase any more.  That sounds like an NOL poison pill!  (Shamless plug to NOL poison pill paper, The Hostile Poison Pill.)

According to American Airlines Group's latest 10K:  

In addition, to reduce the risk of a potential adverse effect on our ability to use our NOL Carryforwards and certain other tax attributes for federal
income tax purposes, our Certificate of Incorporation contains certain restrictions on the acquisition and disposition of our common stock by
substantial stockholders (generally holders of more than 4.75%).

 The Delaware courts have upheld the use of a 4.99 poison pill to protect a corporate asset (net operating loss carryovers are a deferred tax asset) because under the tax code, if a 5% shareholder (or group of them) increase ownership substantially, it can result in a severe impairment of the ability to use existing NOLs. Unlike many corporations that adopted NOL poison pills, American Airlines not only has a substantial amount of net operating loss carryforwards, but it has been using them the past few years to reduce pre-tax income.:  

In 2016, we recorded a $1.6 billion provision for income taxes at an effective rate of approximately 38%, which was substantially non-cash as
we utilized our NOLs. Substantially all of our income before income taxes is attributable to the United States. At December 31, 2016, we had
approximately $10.5 billion of gross NOLs to reduce future federal taxable income, substantially all of which are expected to be available for use in
2017.

Interestingly, the merger with US Airways gave AA most of their NOLs, but the merger was also a Section 382 "ownership change," so those NOLs are subject to a limitation that restricts their use somewhat.  In addition, AA's historical NOLs could have been limited following the company's emergence from bankruptcy under an "ownership change," but 382 is much more generous to bankruptcy debtors:

At December 31, 2016, we had approximately $10.5 billion of gross NOL Carryforwards to reduce future federal taxable income, substantially all of which are expected to be available for use in 2017. The federal NOL Carryforwards will expire beginning in 2023 if unused. We also had approximately $3.7 billion of NOL Carryforwards to reduce future state taxable income at December 31, 2016, which will expire in years 2017 through 2036 if unused. Our ability to deduct our NOL Carryforwards and to utilize certain other available tax attributes can be substantially constrained under the general annual limitation rules of Section 382 where an “ownership change” has occurred. Substantially all of our remaining federal NOL Carryforwards (attributable to US Airways Group) are subject to limitation under Section 382; however, our ability to utilize such NOL Carryforwards is not anticipated to be effectively constrained as a result of such limitation. We elected to be covered by certain special rules for federal income tax purposes that permitted approximately $9.0 billion (with $8.9 billion of unlimited NOL still remaining at December 31, 2016) of our federal NOL Carryforwards to be utilized without regard to the annual limitation generally imposed by Section 382. Similar limitations may apply for state income tax purposes. Our ability to utilize any new NOL Carryforwards arising after the ownership changes is not affected by the annual limitation rules imposed by Section 382 unless another future ownership change occurs. Under the Section 382 limitation, cumulative stock ownership changes among material stockholders exceeding 50% during a rolling three-year period can potentially limit a company’s future use of NOLs and tax credits.

Of course, the important question is how this relates to Qatar.  Perhaps because AA's NOLs are so valuable to them (unlike NOLs to a company that has a low probability of generating sufficient income to ever use them), AA has put transfer restrictions on its publicly-traded shares.  One of these restrictions (Section 6 of its Articles of Incorporation) prohibits shareholders who own over 4.75% of AA stock from engaging in a transfer (sale or purchase) without consent of the Board (given in its sole discretion within 20 business days).  The Board is required to determine whether the transfer will materially threaten the NOLs.  (Note that 4.75% of AA stock is worth about $800 million, so most investors will never run up against this provision.)  The provision is very narrowly-tailored -- the provision expires in either 2021 or when the NOLs are gone.  For comparison, a NOL poison pill is not narrowly tailored and may not protect from NOL impairment.

Whether a company adopts an NOL poison pill (poor fit to protect NOLs) or a charter amendment (well designed to protect NOLs), an intended or unintended consequence is that it basically allows a corporate board to pick its shareholders.  Going public usually is a trade-off between liquidity and being able to know that your shareholders are not going to gain a majority without your knowing about it.  With a 4.75% limit, no shareholder, whether Warren Buffett or a pesky hedge fund, can gain access without permission.  This is a great tool against would-be activist shareholders wanting to shake up management (or worse).  And, surprisingly, it can also be a tool against a foreign competitor making one of the stranger power plays against a backdrop of strange political events.  So, AA has to live with Qatar Airways being a 4.75% shareholder, but not any larger.  And, note that federal law prohibits foreign investors from owning more than 24.9% of voting equity securities and 49% of all equity securities of an airline.

Is there any way that Qatar Airways could gain some of that real estate between 4.75% and 24.9% without board approval?  Qatar (as a shareholder) could litigate over the operation of the provision.  It could argue that its purchasing 10% would not pose a threat to the NOLs and that the board refused to grant an exception in bad faith.  The charter states that the board has "sole discretion" to make the determination of whether to grant an exception, but then states that the "good faith determination of the Board" will be conclusive and binding.  Stay tuned!

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Call for Papers

AALS Section on Business Associations

Institutional Investors and Corporate Governance

AALS Annual Meeting, January 5, 2018

The AALS Section on Business Associations is pleased to announce a Call for Papers for a program to be held on Friday, January 5, 2018 at the 2018 AALS Annual Meeting in San Diego, California.  The topic of the program is “Institutional Investors and Corporate Governance.”

In thinking through the difficulty of agency costs within the public corporation, corporate law academics have turned repeatedly to institutional investors as a potential solution.  The agglomeration of shares within a large investing firm, together with ongoing cooperation amongst a large set of such investors, could overcome the rational apathy the average shareholder has towards participation in corporate governance.  Alternatively, activist investors could exert specific pressure on isolated companies that have been singled out—like the weakest animals in the herd—for extended scrutiny and pressure.  In these examples, the institutionalization of investing offers a counterbalance to the power of management and arguably provides a systematized way of reorienting corporate governance.  These institutional-investor archetypes have, in fact, come to life since the 1970s and have disrupted the stereotype of the passive investor.  But have we achieved a new and stable corporate governance equilibrium?  Or have we instead ended up with an additional set of agency costs – the separation of ownership from ownership from control?  This program seeks to explore these questions and assess the developments in the field since the beginning of the new century. 

The program is cosponsored by the Section on Securities Regulation.

Form and length of submission

Eligible law faculty are invited to submit manuscripts or abstracts that address any of the foregoing topics. Abstracts should be comprehensive enough to allow the review committee to meaningfully evaluate the aims and likely content of final manuscripts.  Any unpublished manuscripts (including unpublished manuscripts already accepted for publication) may be submitted for consideration.  Untenured faculty members are particularly encouraged to submit manuscripts or abstracts.

The initial review of the papers will be blind.  Accordingly, the author should submit a cover letter with the paper.  However, the paper itself, including the title page and footnotes must not contain any references identifying the author or the author’s school.  The submitting author is responsible for taking any steps necessary to redact self-identifying text or footnotes. 

Deadline and submission method

To be considered, manuscripts or abstracts must be submitted electronically to Professor Matthew Bodie, Chair-Elect of the Section on Business Associations, at  mbodie@slu.edu.  Please use the subject line: “Submission: AALS BA CFP.”  The deadline for submission is 电脑上youtube教程, 2017.  Papers will be selected after review by members of the Executive Committee of the Section on Business Associations.  The authors of the selected papers will be notified by Thursday, September 28, 2017.

Eligibility

Full-time faculty members of AALS member law schools are eligible to submit papers.  The following are ineligible to submit: foreign, visiting (without a full-time position at an AALS member law school) and adjunct faculty members; graduate students; fellows; non-law school faculty; and faculty at fee-paid non-member schools. Papers co-authored with a person ineligible to submit on their own may be submitted by the eligible co-author.

The Call for Paper participants will be responsible for paying their annual meeting registration fee and travel expenses.

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An exciting opportunity to participate in a volume on corporate law & sustainability and accompanying symposium:

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Christopher Bruner has a terrific new draft article out on SSRN entitled: "Center-Left Politics and Corporate Governance: What Is the 'Progressive' Agenda?"  It is a really insightful exploration into the contradictory stances that liberal and left-leaning actors have taken within the larger corporate law sphere.  Bruner points out that in the state law arena, progressives have focused on stakeholder rights and powers and have deemphasized shareholder primacy.  However, in the federal context, Democrats and the center-left (particularly labor unions) have pushed the SEC to provide more rights to shareholders.  Given these paradoxical positions, what does "progressive" corporate law even mean?  

Bruner's paper provides a terrific discussion of the underlying political economy of progressive corporate law, which includes the Delaware chancery, the SEC, union leaders, the Democratic party, and ERISA.  He brings together so many disparate but related people, institutions, and issues that the paper is almost mind-blowing in the best sense.  Not to spoil it, but here's a bit from the conclusion:

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Bruner focuses on the progressive side of the equation, but there's a similar rift in the more traditional corporate law ecosystem between the shareholder-oriented and the managerially-oriented.  Oddly enough, both sides insist on an adherence to shareholder primacy.  There is surely a paper or three to be written about this political economy as well.  In the meantime, Bruner's paper is a valuable addition to the corporate law literature and will surely help us understand and grapple with these issues.

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National Business Law Scholars Conference (NBLSC)

Thursday & Friday, June 8-9, 2017

Call for Papers

The National Business Law Scholars Conference (NBLSC) will be held on Thursday and Friday, June 8-9, 2017, at the University of Utah S.J. Quinney College of Law. 

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To submit a presentation, email Professor Eric C. Chaffee at 电脑上youtube with an abstract or paper by February 17, 2017.  Please title the email “NBLSC Submission – {Your Name}.”  If you would like to attend, but not present, email Professor Chaffee with an email entitled “NBLSC Attendance.”  Please specify in your email whether you are willing to serve as a moderator.  We will respond to submissions with notifications of acceptance shortly after the deadline.  We anticipate the conference schedule will be circulated in May. 

Keynote Speaker:

Lynn A. Stout, Distinguished Professor of Corporate & Business Law, Cornell Law School

Plenary Author-Meets-Reader Panel:

Selling Hope, Selling Risk: Corporations, Wall Street, and the Dilemmas of Investor Protection by Donald C. Langevoort, Thomas Aquinas Reynolds Professor of Law, Georgetown Law School

Commentators:

Jill E. Fisch, Perry Golkin Professor of Law, University of Pennsylvania Law School

Steven Davidoff Solomon, Professor of Law, University of California, Berkeley School of Law

Hillary A. Sale, Walter D. Coles Professor of Law, Washington University School of Law

Conference Organizers:

Tony Casey (The University of Chicago Law School)
Eric C. Chaffee (The University of Toledo College of Law)
Steven Davidoff Solomon (University of California, Berkeley School of Law)
Joan Heminway (The University of Tennessee College of Law)
Kristin N. Johnson (Seton Hall University School of Law)
Elizabeth Pollman (Loyola Law School, Los Angeles)
Margaret V. Sachs (University of Georgia School of Law)
Jeff Schwartz (University of Utah S.J. Quinney College of Law)

Please save the date for NBLSC 2018, which will be held Thursday and Friday, June 21-22, at the University of Georgia School of Law

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The latest example: L.L. Bean.  It may indeed seem "illogical and unfair," as the L.L. Bean spokesperson said, to "attribute the personal political activities of one member of a five-generation ownership family to our entire company."  But this is where we are -- as a result of Citizens United, Hobby Lobby, and the expanding presence of politics, religion, and culture in the corporate sphere.  It has happened before -- with Mozilla and Chick-fil-A, among many others -- and the instances will likely keep growing.  

Grant Hayden and I have argued that employees need to play a greater role in the corporation's culture, especially when the corporation takes a stance on religious or political issues.  If workers and customers know that a corporation's culture is more than just the political and religious views of its owners and executives, the personal activities of those owners and executives will recede back into the background -- as they should.

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