August 23, 2016
AALS BA: CFP deadline tomorrow!
Posted by Usha Rodrigues

Call for Papers – Joint Program with the AALS Section on Business Associations and the AALS Section on Comparative Law

The AALS Section on Business Associations and the AALS Section on Comparative Law are pleased to announce a Call for Papers for a joint program to be held on January 5, 2017, at the AALS 2017 Annual Meeting in San Francisco.  The topic of the program is “Business Law in the Global Gig Economy:  Legal Theory, Doctrine, and Innovations in the Context of Startups, Scaleups, and Unicorns.”  

Startups and entrepreneurs have long played an important role in the U.S. economy.  From Henry Ford to Mark Zuckerberg, entrepreneurs have revolutionized the ways in which their customers receive products and services. As Phil Libin, CEO of Evernote, has explained, “There’s lots of bad reasons to start a company. But there’s only one good, legitimate reason, and I think you know what it is: it’s to change the world.”

That philosophy continues today as entrepreneurs disrupt markets and challenge business and legal norms. Traditional notions of the firm, fiduciary duties, contractual bargains, and optimal capital structures may not aptly fit entrepreneurial approaches. Indeed, entrepreneurs’ business models, financing needs, and operational objectives require lawyers and scholars to rethink governance, capital structures, and regulatory schemes that may limit or impede further innovation, both nationally and transnationally.  

This program will examine the current and potential role of business, contract, and related laws on entrepreneurs and their business ventures. We hope to create a robust conversation that maps the past and future of legal theory and doctrine related to entrepreneurship—defining that concept broadly in terms of industry and size. Legal entrepreneurs also fit this model as they introduce contractual innovations and disrupt the field of business law itself. Taking a cue from entrepreneurs, the program welcomes all ideas, including those that may disrupt conventional norms.

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.   Manuscripts may be accepted for publication but must not be published prior to the Annual Meeting.  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 Michelle Harner, Chair-Elect of the Section on Business Associations, at mharner@law.umaryland.edu.  The deadline for submission is August 24, 2016.  Papers will be selected after review by members of the Executive Committees of the Sections.  The authors of the selected papers will be notified by September 26, 2016.

Publication opportunity

Papers will have the opportunity to publish in the William and Mary Business Law Journal.

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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July 31, 2016
Corporate Law At Nebraska Law
Posted by David Zaring

The notice is after the jump:

The UNIVERSITY OF NEBRASKA COLLEGE OF LAW invites applications for entry-level and lateral
candidates for one or more tenure-track or tenured faculty positions. Our needs include courses related
to
• Business Law (e.g., Business Associations; Corporate Finance, Corporate Governance, Insurance Law,
Bankruptcy, Corporate Restructuring, Nonprofit Organizations, Risk Management / Compliance, or White
Collar Crime)
• Criminal Law (e.g., Federal Criminal Law or White Collar Crime, Criminal Procedure 2, Post-Conviction
Remedies, or Criminal Sentencing);
• Health Care (e.g., Federal Regulation of Health Care Providers, Health Care Finance, Torts,
Administrative Law, Medical Malpractice, Privacy Law, Law and Medicine, Public Health Law, Bioethics
and the Law, and the Law of Provider and Patient);
• Litigation Skills and Related Courses (e.g., Trial Advocacy, Civil Rights Litigation, Pretrial Litigation or
other litigation skills courses, Conflicts of Laws);
• Family Law;
• Education Law; and
• Election Law.
Minimum Required Qualifications: J.D Degree or Equivalent, Superior Academic Record, Demonstrated
Interest in Relevant Substantive Areas. Title of Asst/Assoc/or Full Professor will be based on
qualifications of applicant. Please fill out the University application, which can be found at
http://employment.unl.edu/postings/50660, and upload a CV, a cover letter, and a list of references.
General information about the Law College is available at http://law.unl.edu/. The University of Nebraska-
Lincoln is committed to a pluralistic campus community through affirmative action, equal opportunity,
work-life balance, and dual careers. See http://www.unl.edu/equity/notice-nondiscrimination Review of
applications will begin on August 25, 2016 and will continue until the position is filled. If you have
questions, please contact Associate Dean Eric Berger, Chair, Faculty Appointments Committee,
University of Nebraska College of Law, Lincoln, NE 68583-0902, or send an email to
lawappointments@unl.edu.

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July 05, 2016
Call for Papers: Ethics in Business Transactions
Posted by Gordon Smith

The AALS Section on Transactional Law and Skills is seeking paper proposals for its program on "Ethics in Business Transactions" at the 2017 Annual Meeting in San Francisco, California. This program will feature a panel discussion to be followed by scholarly presentations selected from the Call for Papers, which is reproduced below.

The program on Ethics in Business Transactions is co-sponsored by the Section on Professional Responsibility and is scheduled to take place on Friday, January 6, 2017 from 1:30-3:15 pm.

The Section on Transactional Law and Skills is also hosting a second program entitled "Transactional Law and Entrepreneurship," which is scheduled to take place on Saturday, January 7, 2017 from 8:30-10:15 pm.

Here is the call for papers:

Ethics in Business Transactions

Business transactions are governed by legal rules designed to encourage ethical behavior. The regulation of corruption, fraud, and conflicts of interest are obvious examples, but myriad other laws aim to ensure honesty and integrity among transacting parties. Lawyers play an important role in guiding the ethical behavior of their clients by clarifying the boundaries of legal behavior or by assisting clients in navigating ethical dilemmas. Lawyers also sometimes act as “gatekeepers” who reassure the public or third parties that a client is complying with its legal and ethical obligations and sometimes as “monitors” who enter the scene after a compliance failure is manifest. In all of these roles, lawyers are governed by their own ethical obligations embodied in codes of professional responsibility. This session will examine ethics in business transactions from various perspectives with the goal of inspiring more deliberate consideration of business ethics in law school teaching and legal scholarship.

The first part of our program will involve a panel of speakers who will focus their comments on the questions posed above. Panel participants include Christopher D. Dillon, a partner in Gibson, Dunn & Crutcher LLP’s Palo Alto office; Mina Kim, General Counsel of Sunrun Inc.; Eric W. Orts, the Guardsmark Professor and Professor of Legal Studies and Business Ethics and Management at The Wharton School, University of Pennsylvania; Veronica Root, an Associate Professor of Law at Notre Dame Law School; and Joseph Yockey, a Professor and Michael and Brenda Sandler Faculty Fellow in Corporate Law at the University of Iowa College of Law.

The Section on Transactional Law and Skills invites submissions from any full-time faculty member of an AALS member school who has written an unpublished paper, is working on a paper, or who is interested in writing a paper on this topic to submit a 1 or 2-page proposal to the Chair of the Section by August 31, 2016. The Executive Committee will review all submissions and select proposals for presentation as part of our AALS 2017 Section Meeting. Please direct all submissions and questions to the Chair of the Section, D. Gordon Smith, Dean and Glen L. Farr Professor of Law, BYU Law School, 348 JRCB, Provo, Utah 84602 Email: smithg@law.byu.edu Tel: +1 801 422 6383.

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April 20, 2016
AALS Call for Papers: Securities Regulation and Technological Change
Posted by Erik Gerding

Call for Papers
AALS Section on Securities Regulation - 2017 AALS Annual Meeting


January 3-7, 2017, San Francisco


The AALS Section on Securities Regulation invites papers for its program on “Securities Regulation and Technological Change” at the 2017 AALS annual meeting.

TOPIC DESCRIPTION: This panel discussion will explore the intersection of securities regulation and technology.  The Executive Committee welcomes papers on a broad range of related topics, including technology in financial markets, high frequency trading, crowdfunding, transactional and financial innovation, securities offering reform, and information overload.

ELIGIBILITY: Full-time faculty members of AALS member law schools are eligible to submit papers. Pursuant to AALS rules, faculty at fee-paid law schools, foreign faculty, adjunct and visiting faculty (without a full-time position at an AALS member law school), graduate students, fellows, and non-law school faculty are not eligible to submit. Please note that all faculty members presenting at the program are responsible for paying their own annual meeting registration fee and travel expenses. 

PAPER SUBMISSION PROCEDURE: Up to four papers may be selected from this call for papers. There is no formal requirement as to the form or length of proposals. However, more complete drafts will generally be given priority over abstracts, and presenters are expected to have a draft for commentators three weeks prior to the beginning of the AALS conference.

Papers will be selected by the Section's Executive Committee in a double-blind review. Please submit only anonymous papers by redacting from the submission the author's name and any references to the identity of the author. The title of the email submission should read: "Submission - 2017 AALS Section on Securities Regulation."

Please email submissions to the Section Chair Verity Winship at:  vwinship@illinois.edu on or before August 19, 2016.

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January 07, 2016
AALS Section Meetings
Posted by Gordon Smith

It was an eventful first day at AALS, including some unscripted excitement at the Securities Regulation panel. When I scooted my chair back from the participant's table, one of the legs went off the end of the dais ... and I soon followed. I have never felt as helpless as I did while falling backwards off the stage! (Don't mind me, everyone!) Fortunately, I wasn't hurt, but it was plenty embarrassing.

My sudden cold (and loss of voice) kept me out of the afternoon sessions, but I heard good things about the first practical skills session (Pedagogy for New Law School Teachers: Teaching Transactional Skills Using Interactive Methods in Doctrinal Classes: Flipped Class Rooms, Lab Courses, Drafting and More). I am still looking forward to several section meetings:

  • Contracts: Braided Contracting and the Interplay of Formal and Informal Enforcement Strategies in Contract Relationships
  • Business Associations and Law and Economics, The Corporate Law and Economics Revolution 40 Years Later: The Impact of Economics and Finance Scholarship on Modern Corporate Law
  • Transactional Law and Skills, Transactional Lawyering and Contractual Innovation
  • Creditors’ and Debtors’ Rights Section, Bankruptcy for the Ninety-Five Percent: Making the System Work for Small and Medium-Sized Businesses and Sole Proprietors

Here's hoping to a quick recovery for tomorrow!

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January 05, 2016
Securities Regulation Panel at AALS -- Thursday, January 7 at 10:30 a.m.
Posted by Christine Hurt

All,

Like Usha, I hope to see lots of familiar and new faces at the AALS Conference!  I will kick off my time there moderating the Securities Regulation Section panel on Thursday at 10:30 a.m.  The title of the panel is "The Future of Securities Regulation:  Innovation, Regulation and Enforcement," and we have three papers chosen from a stack of very good, anonymized submissions.  Our three papers are:

Minor Myers & Charles Korsmo, Aggregation by Acquisition:  Replacing Class Actions with a Market for Legal Claims

Hillary Sale & Robert Thompson, Market Intermediation, Publicness, and Securities Class Actions

Urska Velikonja, Reporting Agency Performance:  Behind the SEC's Enforcement Statistics

In addition, Jill Fisch and Gordon Smith will comment on each paper.

 

Hope to see you there!

 

 

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See you at AALS!
Posted by Usha Rodrigues

I'll be leaving for New York tomorrow, and if you're attending AALS 2016, here's where I'll be:

Thursday, 1/7 1:30: Arc of Career: Scholarly Engagement Post Tenure (Hilton, Gramercy East)

I'll be speaking on this panel moderated by Scott Dodson (University of California, Hastings College of the Law) with Bennett Capers  (Brooklyn Law School), Samuel Jordan (Saint Louis University School of Law), L. Song Richardson (University of California, Irvine School of Law), and Stephen I. Vladeck (American University, Washington College of Law).  I'm sort of thinking of it as What Do People Do Post Tenure?Except without pigs driving pickle cars.

Friday, 1/8 1:30 Joint Session of the Sections for Business Associations and Law & Economics (Hilton Sutton South)

I am Chair-Elect for the BA Section and am moderating what promises to be a great panel. We have an incredible lineup including two AALS "Speakers of Note." Our three senior commentators are Judge Frank Easterbrook (Seventh Circuit Court of Appeals), H. Kent Greenfield (Boston College Law School) and  Roberta Romano (Yale Law School).  Panelists selected from our call for papers were Tamara C. Belinfanti (New York Law School), Kathryn Judge (Columbia University School of Law), and K. Sabeel Rahman (Brooklyn Law School).  

I hope to see you in NYC! 

 

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September 02, 2015
Congratulations to the 2016 AALS Business Associations Mentoring Honorees!
Posted by Christine Hurt

If you are on the AALS Business Associations listserv, then you may have already seen that the BA section will honor 13 law professors for exemplary mentorship, including our own Gordon Smith:  

Lynne L. Dallas (San Diego); Claire MooreDickerson (Tulane); Christopher Drahozal (Kansas); Egon Guttman (American); William A. “Bill” Klein (UCLA); Donald C. Langevoort (Georgetown); Juliet Moringiello (Widener Commonwealth); Marleen O’Connor (Stetson); Terry O’Neill (Emerita, Tulane); Charles “Chuck” O’Kelley (Seattle); Alysa L. Rolack (formerly of Indiana-Bloomington); Roberta Romano (Yale); and Gordon Smith (BYU).

What a great group of scholars, teachers and mentors!  This list has great meaning to me because so many generous souls on that list have helped me enormously in my career.  I could blog about most of the names here, but I'll take the time to mention two.

Many of you know the story of how Gordon and I "met on the internet" in 2004 when I cold-called him and basically said "Hi, I'm Christine and I'm 80 miles from you.  Here are all the things we have in common."  I guest blogged on his then-blog Venturpreneur, we started Conglomerate, and the rest is history.  I can't imagine where my career would have gone without the great advice and introductions that have come my way since that day.  And now we are two doors down from each other!  Thanks, Gordon, for being so gracious as to help out a new corporate law professor.  I've never cold-called anyone before or since -- thanks!  I know that 20 other people could say something similar, and obviously did in the call for nominations.

Another story that I haven't told on the blog is how I met Marleen O'Connor.  When I was going through the market in 2002 (for 2003-04), I briefly met Marleen at Stetson when I interviewed there.  Before I left the building, she found me and put a book in my hands:  I Don't Know How She Does It.  (I had a 3 year old and an infant at the time.)  I read the book the whole way home.  She also gave me a list of corporate law professors I should get to know, and several of them are on this list (Claire Moore Dickerson, Lynne Dallas).  I ended up choosing to go to Marquette, but Marleen stayed in touch with me and got me included on emails and the annual Law & Society conference-in-a-conference of corporate law professors.  Again, including me in that group has meant the world to me and my career.  I have such great mentors and friends from that group!  Thank you, Marleen, for everything!  When I talk to junior scholars going through the market, I always say to have fun and keep in touch with the people that you meet -- they are your next mentors, even if they don't become colleagues right away!

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June 24, 2015
AALS Section for Business Associations and Law & Economics CFP
Posted by Usha Rodrigues

Call for Papers – AALS Sections on Business Associations and Law & Economics

The AALS Sections on Business Associations and Law & Economics are pleased to announce a Call for Papers for a joint program to be held on Friday, January 8, 2016 at the AALS 2016 Annual Meeting in New York City.  The topic of the program is “The Corporate Law and Economics Revolution 40 Years Later: The Impact of Economics and Finance Scholarship on Modern Corporate Law.”

Corporate law scholarship continues to engage in a dialogue with the wave of law and economics scholarship that exploded in the 1980s.  The law and economics revolution dramatically shifted the way that scholars, courts, practitioners, and business leaders see the relationship between management and shareholders. 

Modern corporate law theories owe much to literature in economics and finance, such as Jensen and Meckling’s 1976 article on agency costs within the firm and Eugene Fama’s work on efficient capital markets.  By the 1980s, many ambitious legal scholars were applying insights from economics and finance literature to corporate law and the capital markets.   They explored such ideas as the market for corporate control, the market for corporate law, the need for systematic corporate disclosure, the role of the board, and the role of shareholders in corporate governance. Of course, these issues live on.

Later generations questioned the assumptions of the first wave of corporate law and economics scholarship.  Critics questioned the agency cost framework, argued that the law and economics movement had created perverse incentives for managers, insisted that stakeholders other than shareholders held an important place in corporate law, and advanced critiques from behavioral economics and behavioral finance. 

Forty years since the Jensen and Meckling article, the time seems ripe to take stock of the impact of law and economics on corporate law: where has it been, where is it now, and where is it going?  How will economics and finance scholarship shape the next decade of corporate law scholarship and the next generation of corporate law scholars?  Taking stock also means asking some difficult questions: what is the comparative advantage of legal scholars compared to their colleagues in economics and finance departments when it comes to interpreting complex financial institutions?  What are the costs and benefits of the growing empirical movement in corporate law scholarship?  What is the next big idea? Or are all the big ideas already on the table?  Have we again reached “the end of corporate law?”

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.   Manuscripts may be accepted for publication but must not be published prior to the Annual Meeting.  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 Usha Rodrigues, Chair-Elect of the Section on Business Associations, at  rodrig@uga.edu.  The deadline for submission is  Tuesday, August 27, 2015.  Papers will be selected after review by members of the Executive Committees of the Section on Business Associations and the Section on Law & Economics.  The authors of the selected papers will be notified by Thursday, September 24, 2015.

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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May 01, 2015
Call for Papers: AALS Section on Transactional Law and Skills
Posted by Gordon Smith

Transactional Lawyering and Contractual Innovation

2016 AALS Annual Meeting

New York, NY

In a world of dramatic economic, technological and legal change, there is a need for contractual innovation. Contractual innovation has traditionally been challenging for transactional lawyers due to a number of factors, including stickiness in contract terms, locked-in practices, and structural impediments to better contract design. Transformative technology and stresses on the legal profession, with a focus on reducing costs, may further affect contractual innovation. An early stage technology company, for example, can easily set itself up and generate customized legal forms through online tools that will help the company establish and run its venture with minimal up-front legal costs and little involvement from transactional lawyers. Even in more complex transactions, technology has led to automation of contract design. Panel members for this program will address a number of important questions as to how to encourage innovation by transactional lawyers in the face of these challenges: What role can and should transactional lawyers play in driving contractual innovation? To what extent can innovation in designing contracts provide transactional lawyers with new opportunities for premium work? What impact does the structure of law firms play in shaping the process of contract design and production? What roles do norms and standard practices in dealmaking play in shaping innovation in contract design? Does the process of innovation differ in one area of transactional practice from another, for example mergers and acquisitions versus venture capital financing versus establishing unincorporated entities?

The first part of our program will involve a panel of speakers who will focus their comments on the questions posed above. Panel participants include Professors John Coyle, Kevin Davis and George Triantis.

The Section on Transactional Law and Skills invites submissions from any full-time faculty member of an AALS member school who has written an unpublished paper, is working on a paper, or who is interested in writing a paper on this topic to submit a 1 or 2-page proposal to the Chair of the Section by August 31, 2015. The Executive Committee will review all submissions and select proposals for presentation as part of our AALS 2016 Section Meeting.

Please direct all submissions and questions to the Chair of the Section, Afra Afsharipour, at the address below:

Afra Afsharipour

Professor of Law & Martin Luther King, Jr. Hall Research Scholar

UC Davis School of Law, King Hall

Email: aafsharipour@ucdavis.edu

Tel: +1 530 754 0111

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June 12, 2014
Call for Papers: AALS Securities Regulation
Posted by Erik Gerding

Call For Papers
AALS Section on Securities Regulation - 2015 AALS Annual Meeting


Saturday January 3, 2015, Washington, DC



The AALS Section on Securities Regulation invites papers for its program on "The Future of Rule 10b-5" for the AALS Annual Meeting in Washington, D.C. The AALS Section on Securities Regulation program will be held on Saturday January 3, 2015 from 3:30-5:15 PM.

TOPIC DESCRIPTION: This panel discussion will explore the current and future role of Rule 10b-5 in public and private offerings, public enforcement efforts, and private litigation. Participants also will discuss the manner in which Rule 10b-5 relates to expectations regarding public companies and their directors. Participants will explore these issues in light of recent court decisions (including, e.g., Halliburton), the Securities and Exchange Commission's enforcement priorities, and changing rules related to public disclosure obligations.

ELIGIBILITY: Full-time faculty members of AALS member law schools are eligible to submit papers. Pursuant to AALS rules, faculty at fee-paid law schools, foreign faculty, adjunct and visiting faculty (without a full-time position at an AALS member law school), graduate students, fellows, and non-law school faculty are not eligible to submit. Please note that all faculty members presenting at the program are responsible for paying their own annual meeting registration fee and travel expenses.

PAPER SUBMISSION PROCEDURE: Up to three papers will be selected from this call for papers. There is no formal requirement as to the form or length of proposals. Both shorter proposals and substantially complete papers will be considered.

Papers will be selected by the Section's Executive Committee in a double-blind review. Please submit only anonymous papers by redacting from the submission the author's name and any references to the identity of the author. The title of the email submission should read: "Submission - 2015 AALS Section on Securities Regulation."

Please email submissions to the Section Chair Lisa M. Fairfax at: lfairfax@law.gwu.edu on or before August 21, 2014.

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June 11, 2014
Call for Papers: AALS Business Associations Section
Posted by Erik Gerding

AALS Program of the Business Associations Section

The Future of the Corporate Board

AALS Annual Meeting, January 4, 2015

The AALS Section on Business Associations is pleased to announce that it is sponsoring a Call for Papers for its program on Sunday, January 4th at the AALS 2015 Annual Meeting in Washington, DC. 

The topic of the program and call for papers is “The Future of the Corporate Board.” 

How will boards adapt to recent changes and challenges in the business, legal, and social environment in which corporations operate?  The recent global financial crisis and the continuing need for many corporations to compete internationally mean that today’s boards face economic pressures that their predecessors did not.  This pressure is heightened by the rise of activist investors, many of whom aggressively push for changes to corporate management and governance. On the legal front, new regulations, such as Dodd-Frank, impose heightened compliance and other burdens on many companies and boards.  And on the social front, pressures for socially responsible corporate behavior and greater racial and gender diversity on boards continues.  Our program seeks to examine the ways in which boards have, and will in the future, respond to these challenges.    

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 papers they propose. Papers may be accepted for publication but must not be published prior to the Annual Meeting.  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, papers must be submitted electronically to Kim Krawiec at Krawiec@law.duke.edu.  The deadline for submission is SEPTEMBER 122014

Papers will be selected after review by members of the section’s Executive Committee.  The authors of the selected papers will be notified by September 28, 2014. 

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

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.

Please forward this Call for Papers to any eligible faculty who might be interested.

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June 09, 2014
What is Complexity?
Posted by Christine Hurt

I am sitting in the excellent AALS Mid-Year Meeting Workshop on Blurring Boundaries in Financial and Corporate Law organized by a planning committee chaired by the amazing and incredible Joan Heminway.  The topic could not be more timely and the participants are making interesting and provocative presentations.  This morning's plenary panel was entitled "Complexity," and featured excellent presentations from Henry Hu, Kristin Johnsons, Tom Lin, and Saule Omarova.

In listening to these thoughtful presentations, I had a few thoughts on the use of the term "complexity."  Instead of taking up precious question an answer time, I thought I would just save this question for a blog post.

Many terms have been overused since the financial crisis:  risk, systemic risk, tranche, "slice and dice," etc.  Lately, however, the noun "complexity" has gained a lot of popularity.  However, I'm not sure we are all using it either to describe the real noun being described (i.e., "complexity of X") or the nature of the underlying adjective "complex."  The noun "complexity" ends up being a derivative itself that inserts more uncertainty into the conversation!

First, I would urge scholars to limit the use of "complexity" as a stand-alone noun.  Are you describing a complex organizational structure?  Complex business activities of a corporation, particularly a financial institution's proprietary trading system?  Complex financial products that are either being sold by an entity or purchased by an entity and held as an asset?  

Second, is compllex the right adjective to use?  Like many folks this Spring, I recently finished "Flash Boys" by Michael Lewis.  The book, which chronicles one man's campaign against the abuses of high frequency trading and dark pools, is fun to read and worthy of its own blog post, but I wanted to focus on one paragraph.  In this paragraph, Zoran Perkov, a programmer lured away from NASDAQ to work for the good guys, defines a complex system as "something you cannot predict" and a place where "Sh*t will break and there is nothing you can do about it":  "People think complex is an advanced state of complicated.  It's not.  A car key is simple.  A car is complicated.  A car in traffic is complex."  Zoran cites the book "Complexity" by Mitchell Waldrop, and the Amazon page for that book talks about the work on complexity at the Sante Fe Institute.  One commentator at today's panel also mentioned the SFI.

I haven't read the Waldrup book, but it does seem that we may be using the word "complex" in situations in which we should simply use "complicated."  That would also cut down on the nominalization trend.  "Complicatedness" just doesn't roll of your tongue very easily.

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June 05, 2014
It's Official: AALS Section on Transactional Law and Skills
Posted by Gordon Smith

Letter received today from The Association of American Law Schools:

I am pleased to inform you that the AALS Executive Committee has approved your petition for full status as the AALS Section on Transactional Law and Skills. 

Tina Stark got this section started in 2010. The initial officers of the provisional section were Tina, Joan Heminway, Eric Gouvin, and Afra Asharipour, and the executive committee was Lyman Johnson, Therese Maynard, and Gordon Smith.

Many others have participated in building the Section since that time. Thanks all around for the hard work required to make this happen.

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May 11, 2014
Program for the AALS Mid-year Meeting on Corporate and Financial Law
Posted by Erik Gerding

After the jump, is the program for the AALS Mid-year Meeting on Corporate and Financial Law in Washington, D.C. from June 7-9.  If you register (site restricted) and attend, make sure to stay until the fireworks at the very last panel!

Program

 

Saturday, June 7, 2014

 

4:00 - 8:00 p.m.

AALS Registration                                                                                                   

 

6:00 - 7:30 p.m.

AALS Reception

 

Sunday, June 8, 2014

 

8:45 - 9:00 a.m.

Welcome                                                                                                          

Judith Areen, AALS Executive Director, Chief Executive Officer

 

Introduction

Joan M. Heminway, Chair, Planning Committee for AALS Workshop on Blurring Boundaries in Financial and Corporate Law and The University of Tennessee College of Law

 

9:00 - 9:30 a.m.

Keynote

Donald C. Langevoort, Georgetown University Law Center

 

9:30 a.m. - 12:00 p.m.

Sessions on Research

 

Recent appraisals of the state of legal education have raised questions about the value of legal scholarship.  Yet, most law scholars believe that their work contributes meaningfully to important theoretical and policy-oriented discussions-including those involving financial and corporate law.  What is the relevance and overall value of legal scholarship in financial and corporate law in an era of blurred and blurring boundaries? What methodologies, forms of scholarly output, and publication venues most effectively and efficiently reach the target audiences for financial and corporate law scholarship?  This segment of the program focuses on these and other questions relating to research and writing in financial and corporate law as a matter of current and desired future practice. 

 

Specifically, the segment features a two-part approach to questions involving research in the context of unclear substantive demarcations in financial and corporate law.  The first part is a plenary panel discussion, and the second part is a series of small-group networking sessions.  More detailed descriptions of each are set forth below.

 

9:30 -10:45 a.m.

Research Plenary Panel

Robert P. Bartlett, III, University of California, Berkeley School of Law

Jill E. Fisch, University of Pennsylvania Law School

Claire A. Hill, University of Minnesota Law School

 

The prevalence of economic analysis is one element that unites legal scholarship across the many areas of business law.  Scholars in the various business law fields of endeavor (e.g., business associations, securities regulation, financial institutions, insurance) have used other disciplines and methodological approaches to a far lesser extent.  Do we have the right mix of interdisciplinarity to most effectively respond to current challenges involving financial and corporate law?  How, if at all, do traditional legal scholars re-tool to address any perceived need for interdisciplinary research that engages academic disciplines outside their areas of expertise (or areas of expertise in which their knowledge is superficial or outdated)?

 

This panel explores the capacity of a variety of methodologies and disciplines to enrich the study of financial and corporate law in an era of blurring substantive and regulatory boundaries.  The panel also addresses cutting edge questions and controversies regarding blurring boundaries in particular research traditions.  The panel comprises scholars who use different quantitative and qualitative analytical methods in their work.   The panel is designed to allow these scholars to discuss techniques and tools they use and to yield valuable insights into questions that cut across financial and corporate law, such as the behavior of consumers, investors, financial institutions (and the individuals who work inside them), lawyers, and regulators.

 

10:45 - 11:00 a.m.                                                                                         

Refreshment Break                                                                                       

 

11:00 a.m. - 12:00 p.m.

Research Small Group /Networking Sessions

Michelle M. Harner, University of Maryland Francis King Carey School of Law
Christine Hurt, University of Illinois College of Law
Anne M. Tucker, Georgia State University College of Law

Others to be announced.

 

This part of the program is designed to offer participants the opportunity to share their thoughts on blurred lines in financial regulation research.  Topics will vary from session to session but may include:  how individual research approaches and methods have changed and are changing; how law academics keep up with emerging research approaches and methods-e.g., where research content is now found and how it is processed; whether (and, if so, how) individuals with different substantive law and research backgrounds "talk" to each other to help bridge gaps; and what optimal work product outcomes look like as substantive and regulatory lines continue to blur. Facilitators will report out the ideas from their sessions.

 

12:00 - 1:30 p.m.                                                                                             

AALS Luncheon

Elizabeth Warren, U.S. Senator for Massachusetts (Invited)

               

1:45 - 5:00 p.m.

Teaching Sessions

 

Associated legal and regulatory challenges and changes force us to reconsider our pedagogy and the business law curriculum in very fundamental ways.  Structuring courses and choosing and employing effective teaching tools are, of course, part of the discussion.  But teaching financial and corporate law in an era of blurring boundaries also engages larger issues, such as the role of different types of courses (e.g., clinics, practicums, externships, field placements, simulation courses) and pedagogies in teaching business law courses. Also important are pedagogical methods geared to develop the financial literacy, numeracy, and professional values that students concentrating in financial and corporate law should have when they graduate from law school.  Finally, it seems that it would be beneficial to address the value for law students, if any, in joint degree (e.g., JD/MBA) and advanced degree (LLM, Masters in Law, Juris Masters, etc.) programs and the overall place and prominence of financial and corporate law in the current and future program of legal education in the United States.  The program is designed to involve a significant amount of "show and tell," rather than predominantly focusing on traditional academic presentations.

 

1:45 - 3:00 p.m.

Teaching Plenary Panel

William A. Birdthistle, Chicago-Kent College of Law, Illinois Institute of Technology
James A. Fanto, Brooklyn Law School
Edward J. Janger, Brooklyn Law School
John Henry Schlegel, University at Buffalo Law School
David A. Westbrook, University at Buffalo Law School

 

This panel, populated with presenters culled from a call for proposals, explores the challenges and opportunities for legal educators in an era of blurring substantive and regulatory boundaries.  A range of possible teaching methods and tools can assist in the task.  But difficult questions exist as to how to best use these methods and tools in individual courses and across the curriculum-in and outside business law teaching.  Course selection and curricular options (including those external to the standard Juris Doctor courses and curriculum) deserve important consideration at both the individual (student and faculty) and institutional levels.  The panel is designed to allow academics specializing in financial and corporate law to discuss these and other issues relevant to educating business law students in light of blurring financial and corporate law boundaries.

 

3:00 - 3:15 p.m.                                                                                               

Refreshment Break                                                                                       

 

3:15 - 5:00 p.m.                                                                                              

Teaching Concurrent Sessions

 

This portion of the program features concurrent sessions on teaching led by law faculty chosen from a call for proposals.  Each session has a different topical focus and is offered twice-once in each breakout period.  Accordingly, each attendee has the opportunity to attend two sessions, each on a different topic.  These sessions are designed to involve significant interaction between the selected discussion leader and the attendees.  

 

3:15 - 3:45 p.m.

Concurrent Sessions

 

Consumer Protection Clinicas as a Site for Blurring Boundaries

Bryan L. Adamson, Seattle University School of Law


Teaching Banking Law

Mehrsa Baradaran, University of Georgia School of Law


A Multi-Disciplinary Approach to Real Estate Investment and Finance Law

Andrea Boyack, Washburn University School of Law


Teaching the Federal Reserve in Law School: Crossing Disciplines, Paradigms and Vantage Points

Timothy A. Canova, Nova Southeastern University, Shepard Broad Law Center


From the Balance Sheet to Beta: A Hands-On Approach to Teaching Accounting & Finance Concepts

Virginia Harper Ho, University of Kansas School of Law   

 

 

3:45 - 4:15 p.m.

Repeat of Concurrent Session Presentations

 

4:15 - 5:00 p.m.

Report Out

 

5:30 - 6:30 p.m.                                                                                                       

AALS Reception

 

Monday, June 9, 2014

 

9:00 - 10:15 a.m.                                                  

Complexity Plenary Panel

Henry T. Hu, The University of Texas School of Law   

Kristin N. Johnson, Seton Hall University School of Law

Tom C.W. Lin, University of Florida Fredric G. Levin College of Law

Saule T. Omarova, University of North Carolina, School of Law

 

Modern financial markets, as well as the firms that operate within these markets, have become increasingly complex over the last several decades.  This trend is attributable to various developments, including the accelerating sophistication of technology, the increasing size of firms, the more heterogeneous and sophisticated needs of users of financial services, and the inevitable desire of firms to seek out regulatory gaps.  This ever-growing complexity creates a broad set of new challenges for law and regulation.  For instance, complexity may confound the efforts of regulators to monitor financial markets for systemic risk or to erect rules to prevent or mitigate that risk.  Similarly, it can frustrate the capacity of law to promote more informed consumer and investor protection tools such as disclosure or financial literacy education. Increasing complexity also raises new challenges about the optimal modes of regulation: according to some, it demands greater reliance on regulatory approaches such as self-governance or "new governance," while others argue that it may counter-intuitively necessitate simpler and blunter rules.   Finally, market and firm complexity complicates the targets of regulation, which now consists not only of banks, insurers and broker-dealers, but also shadow banks, hedge funds, and participants in derivatives markets.

 

10:15 - 10:30 a.m.                                                                                         

Refreshment Break                                                                                       

 

10:30 a.m. - 12:00 p.m.

 

Modern Regulatory Approaches

 

Historically, scholars have studied law and regulation within a particular substantive area, such as banking, corporate, insurance, or securities regulation. However, modern regulatory approaches frequently require knowledge of multiple topics and raise challenges that cut across different areas of legal study. These two concurrent sessions will feature four approaches to understanding modern regulation, each led by a scholar whose work has been focused in the area. 

 

Regulatory arbitrage and cost-benefit analysis are issues that cut across many areas of modern regulation. Many costly rules create incentives for parties to transact in ways that are economically equivalent, but lead to differential regulatory treatment. Both regulators and courts increasingly are required to, and do, use cost-benefit analysis to justify new regulation.

 

10:30 - 11:15 a.m.

Modern Regulatory Approaches Concurrent Session #1

Jordan M. Barry, University of San Diego School of Law (confirmed)

 

Modern Regulatory Approaches Concurrent Session #2

Yoon-Ho Alex Lee, University of Southern California Gould School of Law (confirmed)

 

11:15 a.m. - 12:00 p.m.

Modern Regulatory Approaches Concurrent Session #1

Adam J. Levitin, Georgetown University Law Center (confirmed)

 

Modern Regulatory Approaches Concurrent Session #2

Dana Brakman Reiser, Brooklyn Law School (confirmed)

 

12:00 - 1:30 p.m.                                                                                             

AALS Luncheon                                                                                           

Daniel K. Tarullo, Governor, Board of Governors, Federal Reserve System, Washington, DC

                                      

1:30 - 3:00 p.m.                                                                                              

New Frontiers: Innovation, Competition and Collaboration in International Financial Markets

Wulf Kaal, University of St. Thomas School of Law

Eric J. Pan, Associate Director, Office of International Affairs, U.S. Securities and 

Exchange Commission, Washington, DC

Roberta Romano, Yale Law School

 

Innovation and the mobility of capital have changed global financial markets in profound and consequential ways. Advances in technology and developments in the infrastructure of financial markets have engendered new levels of interconnectivity. The creation of new financial products, the increasing prominence of market participants such as private equity and hedge funds, and the birth of complex trading strategies (namely algorithmic and high-frequency trading); have permanently altered the landscape of financial markets. Operating in this new frontier, significant financial institutions face historically unparalleled vulnerabilities. The financial crisis of 2008 demonstrated the broad range of concerns that challenge government efforts to regulate financial markets.

 

Responding to the crisis, authorities propose a diverse array of regulatory reforms. For example, the U.S. Congress and regulators have adopted an aggressive and extraterritorial policy governing domestic and international over-the-counter derivatives, creating a Financial Stability Oversight Council and articulating formal processes to address the insolvency of an international financial market conglomerate. In addition, the highly debated and not-yet-finalized Volker Rule promises to reduce excessive risk taking by systemically important financial institutions and minimize the likelihood of future crises. Other countries' proposed solutions take a different tack, adopting Vickers- and Liikanen-style "ring-fencing" policies. The trend toward diversity in regulatory approaches overshadows central bankers' collaborative efforts to craft, implement and enforce the third round of Basel accords.

 

The debate over uniformity or diversity in regulation provides a forum for evaluating the merits of these various regulatory approaches and the domestic and international actors who inform the discussion. Questions arising from the debate explore the value of efforts to adopt uniform regulatory approaches; the contributions of international regulatory bodies and trade organizations such as the BIS, the G-20, and IOSCO; the benefits and shortcomings of microprudential policies governing banking institutions; and the limits that political accountability and legitimacy pose for each of the governments whose regulatory policies may heighten or mitigate the potential for future financial crises.

 

3:00 - 3:15 p.m.                                                                                              

Refreshment Break

 

3:15 - 4:45 p.m.                                                                                              

Political Dynamics Plenary Panel

Erik F. Gerding, University of Colorado School of Law
M. Todd Henderson, The University of Chicago, The Law School
Steven Ramirez, Loyola University Chicago School of Law
Hillary A. Sale, Washington University in St. Louis School of Law    

 

Financial and corporate regulation no longer fits within the comfortable regulatory silos so familiar to scholars of previous decades.  The efforts to design and implement new regulatory structures after the financial crisis are taking place in sometimes unfamiliar political cross-currents that reshape prior theories.   This plenary panel will address the political dynamics of financial and corporate law in contexts framed by a series of important questions: Have financial and corporate law become more political (e.g. the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Jumpstart Our Business Startups Act within 20 months of each other)?  Have the roles of courts, legislators, the president, and independent agencies changed and what should those roles be, (with the Citizens United, Business Roundtable, and American Petroleum cases as recent relevant examples)?  How has the blurred world of financial and corporate law changed? Who are the constituencies to be considered in evaluating these laws? For example, whose primacy should be our focus and is there new space for occupiers, crowds, and those pursuing social benefit enterprises?  Does globalization stress our traditional reliance on state regulation and complicate our existing theories of political economy?

 

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