Emory Law School is hosting a conference on June 10-11, 2016 entitled "Method in the Madness: The Art and Science of Teaching Transactional Law and Skills." You can find the call for proposals here.
The National Business Law Scholars Conference has extended its CFP through May 8. They've announced two fantastic keynote speakers and a stellar plenary session (including my friend Josh White from UGA's finance department. He is awesome). Here are the details:
PLENARY PANEL - THE EXTRATERRITORIAL APPLICATION OF FEDERAL FINANCIAL MARKETS REGULATIONS
CALL FOR PAPERS (EXTENDED UNTIL MAY 8, 2015)
LOCAL ATTRACTIONS AND INFORMATION
Understanding the Modern Company
Organised by the Department of Law, Queen Mary University of London,
in cooperation with University College London
Saturday 9 May 2015, 09.00 to 17.00
Centre for Commercial Law Studies
Queen Mary University of London
67-69 Lincoln’s Inn Fields
London WC2A 3JB
From their origin in medieval times to their modern incarnation as transnational bodies that traverse nations, the company remains an important, yet highly misunderstood entity. It is perhaps not surprising then that understanding what a company is and to whom it is accountable remains a persistent and enduring debate across the globe.
Today, the company is viewed in a variety, and often contradictory, ways. Some see it as a public body; others view it as a system of private ordering, while still others see it as a hybrid between these two views. Companies have also been characterized as the property of their shareholders, a network, a team, and even akin to a natural person. Yet the precise nature of the company and its role in society remain a modern mystery.
This conference brings together a wealth of scholars from around the world to explore the nature and function of companies. By drawing from different backgrounds and perspectives, the aim of this conference is to develop a normative approach to understanding the modern company.
- Professor William Bratton, University of Pennsylvania
- Professor Christopher Bruner, Washington & Lee University
- Professor Karin Buhmann, Roskilde University
- Dr Barnali Choudhury, Queen Mary University of London
- Professor Janet Dine, Queen Mary University of London
- Professor Luca Enriques, University of Oxford
- Professor Brandon Garrett, University of Virginia
- Professor Martin Gelter, Fordham Law School
- Professor Paddy Ireland, University of Bristol
- Dr Dionysia Katelouzou, King’s College London
- Professor Andrew Keay, University of Leeds
- Professor Ian Lee, University of Toronto
- Dr Marc Moore, University of Cambridge
- Dr Martin Petrin, University College London
- Professor Beate Sjåfjell, University of Oslo
- Professor Lynn Stout, Cornell University
To register, please visit: www.bit.ly/QM-Modern-Company
I'm driving up to Winston-Salem today for what looks to be an excellent conference at Wake Forest. I'm looking forward to seeing Alan Palmiter, Omari Simmons, Andrew Verstein, and other friends. I can't wait!
...maybe. Hear me out.
So you know I'm coming off of organizing 2 conferences. And you know I think about conference Q&A. And that yesterday the founders of controversial Yik Yak came to speak at UGA. At Monday's Yik Yak session we decided to field questions from the audience to Yik Yak founders via the app itself. None of us were sure how it would work, and I knew that some students in attendance had good reason to be angry about Yik Yak.
So onstage there were 2 founders, 1 student moderator asking most of the questions, and then a second student, Daniel, who would occasionally ask questions posed by the audience. I thought Daniel might get overwhelmed, so I volunteered myself to be in the back of the audience monitoring the yaks and texting him questions.
I had never used the app before, but I downloaded it as I was running out of the house. And I have to say, I see the appeal, particularly at an event with a large number of people. The first Yak I read was quite amusing: "Asian guy giving out free stuff at Yik Yak meeting: you're sexy and I must have you." Similar yaks opined that the founders were cute. It kind of feels like you're eavesdropping on the secret lives of college students. That's mostly funny.
Here is one screenshot I took so you can get a sense for what I'm talking about. I'll post 2 more below the fold.
Once the conversation got going it, the questions proliferated. It was kind of amazing: I could hear what audience members were thinking, what they wanted to ask--and, because of the voting feature, how many of them were interested in any given question. And they could see the same thing. A few racism questions were popular, and Daniel asked them. But also popular were questions about the origins of the Yik Yak name--I'd read enough press accounts to know the answer, so I might have filtered that one out, but 20 people wanted to know. And here's another one I transmitted: "Do you think because of its anonymity Yik Yak is an accurate depiction of campus life?" That question got a few appreciative "mmm"s from the back of the room--I heard one adult observer murmur, "Good question."
All in all, I found it to be an uniquely interactive talk. Even though only 4 people were speaking out loud, a sizable contingent of the audience was engaged in a nondisruptive conversation about the talk as it unfolded. And that conversation influenced how the talk unfolded. As Q&A sessions go, it was amazing.
Contrast this with the typical talk, be it at a law conference or elsewhere. How does the audience ask questions? With some version of an open mike. The benefit of an open mike is that it allows anyone to ask a question--in theory. But people might be reluctant. And you can get an obscurantist or a partisan bloviator that the rest of the room finds uninteresting. Politeness dictates that anyone can have the floor, but there's no principled way to filter the questions or ensure that popular ones get asked.
Take, for example, last week's symposium. Originally the last panel was going to have 2 Georgia state banking regulators, and we knew we would draw a lot of practitioners. We asked IT about ways to have the audience pose questions anonymously, maybe posting them to a message board. They couldn't figure out a way to do it.
It turns out, we had the technology--if only we could convince the audience to download Yik Yak. We had students, practitioners, and scholars in the audience. They could have weighed in on the questions they wanted, or the moderator could have chosen a mix of questions to keep everyone interested. Any filtering mechanism inevitably raise hackles, but with the votes visible on Yik Yak, if the moderator tried to screen out an awkward question that a lot of people wanted asked, everyone would know.
I know, there are jerks out there. We might not like who we are when we are anonymous. But at UGA the downvoting seems to work, and the Yik Yak founders assert that with a big enough group, problematic Yaks don't stay up that long. I'm not sure yaking questions would work at a non-Yik Yak Q&A session. But it's fun to think about trying.
Whew! Readers of the Glom know that Georgia Law hosted back-to-back conferences at the end of last week: 1) a symposium on Financial Regulation: Reflections and Projections, and 2) the Law & Entrepreneurship annual retreat. Some thoughts:
Symposium: My friend and colleague Mehrsa Baradaran reminded me that when we pitched this idea to our dean our goals was not to mention a single Supreme Court case. We wanted to talk about financial regulation. Our goal was to group top-notch scholars interested in the mechanics of implementing regulation with the regulators themselves. I think we succeeded. A nice offshoot of combining banking and securities types was that we were able to get different circles of scholars to intersect, which led to some cross-cutting conversations. And hearing from the regulators was nice: here's Atlanta Fed President Dennis Lockhart's speech and here's SEC Commissioner Luis Aguilar's speech.
Retreat: I've blogged about the rhythm of the semester before, and conferences have their own rhythm: through dinner, panels, lunches, breaktime talk, you get to know the fellow participants. If everyone is good and everyone is listening, later panelists reference earlier ones and a real conversation occurs. But it's ephemeral. Everyone gets in their car and on their plane and those people will never be together again.
The LEA Retreat is a little different. A core of us have been coming together for years. While it's never quite the same group of people, there's conscious continuity. I think that's what makes for its special chemistry. It's an engaged and supportive group interested in talking about entrepreneurship. It's always fun.
That said, organizing a conference means that you've always got one eye and one ear on logistics. And that can take a lot out of you. The payoff of having conferences back to back was huge--but I'm happy to be back to the usual routine of blogging/teaching/research/deaning!
I very pleased to announce an upcoming Georgia Law Review symposium on post-crisis financial regulation.
Financial Regulation: Reflections and Projections
March 20, 2015
Financial regulation is in a state of flux and the relationship between regulators and firms is constantly evolving. This conference will seek to illuminate where we have been and where we are going. The recent financial crisis provided the initial impetus for reform, but post-crisis regulation has developed in unanticipated ways.
Dennis Lockhart, the President and CEO of the Federal Reserve Bank Atlanta, will be our opening speaker. Our keynote speaker will be SEC Commissioner Luis Aguilar, who is a Georgia Law alum!
Here's the website, with more information. Participants include my fellow Glommer Erik Gerding and many Friends-of-Glom. I hope to see some Glom readers, as well. Athens is lovely in late March...
As Joan Heminway has pointed out, I participated in a discussion group at the SEALS annual conference last week entitled "Does the Public/Private Divide in Securities Regulation Make Sense?" It was an engaging discussion with a lot of interesting ideas and views shared. Part of the discussion focused on the notion of "publicness" as that term was used by Hillary Sale, Don Langevoort and Bob Thompson. That is, a public-driven demand for regulation of public corporations that accounts for more than just managers and their shareholders, but also for a corporation's "societal footprint" and its impact on non-shareholder constituents. As Sale puts it, "the failure of officers and directors to govern in a sufficiently public manner has resulted not only in scandals, but also in more public scrutiny of their decisions, powers and duties." Sale suggests that because the definition of public corporation and the public's view of the corporation has evolved, directors' and officers' understandings of their obligations needs to evolve. I was in Boston this past weeked at the ABA annual meeting, and it struck me that the ongoing back and forth at the grocery chain Market Basket raised some interesting issues surrounding publicness.
Market Basket is a private company with 25,000 employees and 71 stores in Massachusetts, New Hampshire and Maine caught in a battle for control. In June 2014, then president Arthur T. Demoulas and two other executives were ousted by the board, controlled by Arthur T.'s cousin Arthur S. Demoulas. Since that time, the company has been plagued by rallies, strikes, and protest, one attracting crowds of over 5,000, seeking to reinstate Arthur T. According to the Boston Globe, the turmoil apparently has "crippled" the company's operations, resulting in the company losing "millions of dollars a day," "stores with little food," and a "steep decline in business." Apparently, the outpouring of support for Arthur T. stems from his support of employees, which includes not only ensuring that managers and other employees are well-compensated and receive regular bonuses and special benefits, but also his "personal touch"--remembering the names of low-level employees and their sick relatives.
Last Friday, Massachusetts Governor Deval Patrick entered the fray, which news outlets found remarkable because until that time the governor had insisted that he would not get involved in what he termed a "private" dispute between a company and its shareholders. But it seems like the public impact of that dispute compelled him to act. The governor wrote a letter to the Market Basket board offering to help resolve the dispute. Although the governor insisted that he would not take sides, the letter noted that the dispute had gotten "out of hand." The letter went on to state, in part: "Your failure to resolve this matter is not only hurting the company's brand and business, but also many innocent and relatively powerless workers whose livelihoods depend on you."
The dispute is still ongoing and involves a lot of important issues both related to employees and the struggle for control of the company, but the dispute and the letter is an interesting commentary on publicness and the idea that even directors of private companies must be aware of the impact of public scrutiny and the manner in which that scrutiny may shape their decisions, powers, and duties.
PrawfsBlawg and Concurring Opinions are sponsoring the first MarkelFest! at SEALS this Saturday. Unfortunately will miss this event, but I have fond memories of past Prawfs-sponsored happy hours at SEALS and other conferences through the years with Danny always in attendance. It won't be the same without him, but I know he'd be pleased with the idea. FSU is sponsoring a memorial program on Monday evening, and I will be at this one.
I'll also be at business-law-type panels Tuesday-Thursday. Hope to see many Friends of the Glom there.
Like Elizabeth I attended Seattle University's fantastic Berle VI conference. The quality of the talks was uniformly high, and the tone of the conference was one of engagement and dialogue, not ideology. In short, it was a great conference.
Unusually for me, I didn't present a paper, but was a mere participant (or, as I like to think of it, "invited guest"). I felt it my duty as invited audience member to ask questions, even though I was always the last to raise my hand in elementary school, college, and even law school.
This is what I want to type next: here's the secret about law conferences--and, I'd be willing to guess, academic conferences in general. The women in the audience are counting. Always. They're counting the number of women speakers. They're counting the number of questions women ask. Particularly if the speaker calls on his own questioners, they're aware of how many women he calls on and whether he ignores women who have had their hands up for some time to call on men who raise their hand later. A constant back-of-the-mind tally is part and parcel of the woman academic's conference world.
I don't know if that's true, though--that's why I'm uncertain about the authoritative tenor of the prior paragraph. It's something I've talked about with women academics many times. Never with men. But it's something I do almost subconsciously. If I had my druthers I'd take a while to frame my question, hear what others have to say, see if I have anything to add, formulate and reformulate. But if there's a 15-minute Q-and-A period and no woman has raised her hand at the 10-minute mark, I start to feel a lot of pressure to say something. Anything. Particularly at my home institution, since it's the deep South and I don't want it to look like we're some backwater where women are oppressed/unengaged/unintellectual.
Berle VI was an ideal conference in gender terms--centered around an article by 2 women academics, nearly half the attendees women, which is almost unheard of in corporate or securities law. Thus it seems like a good time to voice these thoughts. This is something that feels quite personal, and something I've never blogged about--nor read about--but have thought about a lot. Hence the title of this post-- I'm posing a question about conference questions and how others perceive them. How many women feel this way? How many men have any clue that they do?
On Friday I had the pleasure of attending Emory Law's Fourth Biennial Conference on Teaching Transactional Law and Skills. This is always a fun conference, and it was nice to see old Friends of Glom like Joan Heminway--who I'm pleased to welcome to new gig as a permablogger at Business Law Prof Blog! Congrats BLPB on that excellent acquisition!
I enjoyed the keynote from Tina Stark, who re-imagined the law school curriculum using some insights from Cornell's veterinary school. I then attended Joan's panel with co-blogger Marcia Narine--both of whom are doing exciting things in the classroom to supplement their students' learning experiences. Joan has students draft board resolutions, and Marcia uses several exercises. As everyone knows, scaling is the kicker in introducing skills into traditional doctrinal courses--almost everyone thinks it's a great idea, but everyone also struggles with scaling feedback. My question to the panel was, "Do you sleep?" and the answer, to my chagrin, was "Not much!"
My colleague Carol Morgan and I next presented on our Business Ethics class, which it occurs to me I haven't blogged much about. It's a really fun class, and I'll try to blog about it more this summer.
Unfortunately I missed Saturday's talks, but kudos to Emory on a great conference!
A friendly notice about the AALS-Mid-Year meeting on "Blurring Boundaries"...
The AALS Workshop on Blurring Boundaries of Financial and Corporate Law will be held June 7-9 in Washington, DC.
The workshop is designed to explore the various ways in which the lines separating distinct, identifiable areas of theory, policy, and doctrine in business law have begun to break down. The workshop sessions will focus on: research; teaching; complexity; modern regulatory approaches; innovation; competition; and collaboration in international financial markets; and political dynamics. A workshop objective is to bring together law faculty representing a variety of financial and corporate disciplines, scholarship traditions and pedagogical practices and perspectives.
The workshop provides a unique opportunity for faculty members to make connections between their primary fields and other fields in financial and corporate law, making it relevant to a broad spectrum of law scholars and teachers. Law faculty in all business fields should find the workshop useful to their scholarship and teaching.
I really enjoyed this conference! One of the best parts about it was that it threw together people who think quite differently about corporate law. One of the great things about Steve Bainbridge is his openness to critics and his genuine desire to engage in a conversation with opposing viewpoints. Most people just want to hear that they're right. Steve doesn't, and that's a rare thing in this business.
As is often the case, as the panels unfolded a thought kept percolating in my mind and never made it to a question. Luckily, I'm a blogger, so I can keep talking!
In the first panel proponents of the director primacy, shareholder primacy, and team production model made their case. The next panel critiqued them, and yours truly was tasked with Steve Bainbridge's director primacy. One concern I voiced about both team production and director primacy it that they don't map on to closely held corporations particularly well. Both Blair & Stout and Bainbridge generally concede this point, focusing on public corporations.
But whenever Steve starts his director primacy riff, he says that he set out to explain the Delaware code as it is. And the Delaware code, as I remind my BA students when we move to the close corporation setting, doesn't consist of a "public corporation" law and a "private corporation" law. It's just corporate law--with the weird and relatively seldom used statutory close corporation provisions thrown in. So if you start with the code you have to deal with that basic point--it's the same code for private and public corporations--shouldn't your explanatory theory explain both?
The next panel talked about implications for corporate purpose, and we got to talk hot-button Supreme Court cases. Margaret Blair said something I'd been thinking for a while. Part of what bollixes up the Court is this same one-size-fits-all corporate form. Hobby Lobby is a big corporation, but it's a private corporation. The Justices talk about a little kosher or halal slaughterhouse which we all know is different from a large publicly traded corporation. Yet it's the same form and the same law. Why? I suggest to my students that it's because states, most pointedly Delaware, find more value in a large bank of corporate law precedents than in having categories of corporations to which different laws apply. That is, if Delaware is marketing its rich corporate case law as part of its competition for corporate charters, it's not going to want to divide up its precedents into close corporation law versus public corporation law. Divide and suffer, precedentially speaking. But this "one law" approach causes problems because we know, intuitively and as a matter of reality, that public and private corporations are different.
Citizens United is even more problematic, because there you do have a different code, and actually a different organizational form--the nonprofit. As I wrote in Entity and Identity, form matters. A nonprofit corporation is quite different from a for-profit one, and according a non-profit certain speech rights doesn't necessitate the same for a for-profit.
These nuances get elided, though, if you lump everything together as a "corporation." And, of course, the corporate codes--Delaware and the Model Act--are guilty of that on the public/close corp front, if not on the for/nonprofit one.
"Let's get together and feel all right" is a great plan for a conference (thanks again, Steve!), but does it work as well for corporate law?
Today I am excited to be flying cross-country to attend a Conference and Micro-Symposium on Competing Theories of Corporate Governance at UCLA Law, organized my my friend and Friend of Glom Professor Steve Bainbridge.
A "micro-symposium," for those not in the know, means that you write 750 words on the subject at hand. Which was a challenge, but also a lot of fun.
Looking forward to a great conversation about shareholder primacy, director primacy, and team production!
Thanks, Usha, for the introduction. Let Us rule!
I am delighted to join The Conglomerate for a brief stint. I am an enthusiastic follower of the blog and an occasional commenter, so I am thrilled to have the microphone for the next two weeks.
I have some specific topics I plan to post about but I would like to start off the discussion with a meta question. I have been writing about securities law and going to conferences for a few years, inlcuding those of the law & economics variety. At these events, I often cross paths with tax professors, and I have noticed one curious difference between tax and corporate & securities folk: tax professors like tax collectors. Overwhelmingly so. They recognize that the IRS is not perfect, but when in doubt, they generally side with the IRS, not taxpayers.
Not so for corporate and securities professors. At every milestone anniversary of the creation of the SEC someone proposes that the Commission be abolished. So I am wondering why? It could be that my samples are biased. Or it could be that both sets of people like regulators, but corporate & securities people are just grumpier and less likely to express nice things about securities regulators. Or perhaps the difference is real.
Whatever the reason, I am going to reveal my personal bias here: I like securities regulators. That does not imply that I love every idea that comes out of the SEC. But as between the regulated entities and the SEC, my default is to side with the securities regulator. What is yours?