April 13, 2015
icon The SEC's 700 Page Long Song Of Itself
Posted by David Zaring

When you join a transnational regulatory network, you have to report to the network that you're acting consistently with its principles, that you have the powers that it expects you to have, and that you're a worthy member of the club.  The SEC just made its case to its peers through a 700 page Q&A that is worth a look, though it exemplifies the differences in the way a lawyer or a social scientist might approach the question "what do you do?"  The SEC is full of lawyers, and so this report includes not so many numbers, but plenty of discussion of regulatory powers, and representative matters that show how those power are exercised.

However there is some aggregate data. For example, the SEC keeps track and categorizes the sorts of cases that it brings. In 2013, the agency was, for example, mostly likely to initiate a securities offering proceeding, which it did 103 times, followed by 68 reporting and disclosure cases, 50 market manipulation cases, and, bringing up the rear, only 44 insider trading cases (the agency was only asked about these categories, the reporting is on page 184 et seq. Did I know this?  More pump and dump proceedings than insider trading cases?  Anyway, it's that sort of thing that will surely have you reading the whole 700 pages, just as I did. 

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April 11, 2015
icon Conducting Empirical Legal Scholarship Workshop 2015
Posted by Gordon Smith

The 14th annual workshop on Conducting Empirical Legal Scholarship, co-taught by Lee Epstein and Andrew D. Martin, will run from June 15-June 17 at Washington University in St. Louis. The workshop is for law school faculty, lawyers, political science faculty, and graduate students interested in learning about empirical research and how to evaluate empirical work. It provides the formal training necessary to design, conduct, and assess empirical studies, and to use statistical software (Stata) to analyze and manage data.

Participants need no background or knowledge of statistics to enroll in the workshop. Registration is here. For more information, please contact Lee Epstein.

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April 10, 2015
icon Professor as Intermediary in the Textbook Wars
Posted by Usha Rodrigues

I co-teach a year-long Business Ethics class that culminates in the students writing and presenting a case study.  (It occurs to me that I haven't blogged much about this class, and I will rectify that, but that's for another post.) 

Today I want to talk about a case study that focused on textbook pricing-- undergraduate, because there is more information available.  One student recounted a single Intro Bio textbook that cost $500.   I remember thinking books were expensive back in my college days, but $500!  How does textbook inflation compare with other metrics? According to the GAO, the price of textbooks increased 82% between 2002-2021, tuition and fees increased by 89%, and overall consumer prices grew by 28% (this stat and the others come via the excellent case study).  

Where does all that money go?  I've always wondered. According to this US News article, 21.6 %of the purchase price of a new book goes to the bookstore, 1% to shipping, and 77.4% to the publisher.  And according to the same article, in 2008 (the last available data) 15.4% of the purchase price went to marketing, 11.7% to authors, 32.2% to paper, printing, and overhead. 

We told the students to be neutral in the case study, so here's the publishers' position: students increasingly want products that accompany textbooks, including study guides and applications like online quizzes and homework for teachers. These things cost money to develop.

While the case study focused on college textbooks, of course the students talked about their experiences in law school.  The consensus is that casebooks are way too expensive.  There's a lot of frustration over the fact that rental prices and digital casebooks are not much less expensive than new ones. The students heartily condemned the widespread practice of changing a few pages in a casebook and then trotting out a new edition to avoid cannibalization from the secondary market.  

I had pushed the case study author to address the professor's role in all this--not the casebook authors, but the professor selecting a casebook.  Because, as the students are all too aware, this isn't a pure market, it's a mediated one.  Students enrolled in a course are captive to their professor's textbook choices.  Which brings me to my ethical question: what responsibility do I as a teacher have to my students in selecting a casebook?  Should I pick the cheapest one?  How much, if at all, should price matter to me?  Some of my colleagues have even developed online casebooks, that are either free or available at a very low cost.

I can't go that far. I switch Corporations casebooks every year because 1) I'd get bored otherwise and 2) the students would have the notes from prior years and they would phone it in.  And, frankly, I'm not excited about the prospect in compiling and editing a bunch of cases--there are plenty of people out there who have spent a lot of time thinking about how to structure a casebook, and they've done a better job than I could.  The compromise I've currently struck is never to select a casebook in the first year of a new edition.  That way at least the students have the choice of buying used.  I'm not sure this is the right balance, but it's one I can feel okay about, at least for now.   More deeply, it seems like as we move to digital publishing something has got to give. 



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icon Lecturer at Michigan Business School
Posted by David Zaring

After the jump, the NTT announcement.


more ...

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April 08, 2015
icon Job Announcement: Quinnipiac SoB
Posted by David Zaring

Full time, but non tenure track.  Details after the jump.

more ...

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April 07, 2015
icon Does Vermont Law School Want To Be Bought By UVM?
Posted by David Zaring

VLS is a beautiful law school, in a beautiful place, and it isn't owned by the state of Vermont.  So why did it commission a study establishing its economic importance for the Vermont economy?  I would guess that it is either an effort to lay the groundwork for a bailout, or a pitch that the law school should be made a part of the state university system.  The study's bottom line:

VLS is shown be a very strong contributor to the local economy. By virtue of the unusually high proportion of operating expenditures made in Vermont, itself a product of relatively high salaries of its professional staff, VLS is responsible for a high level of job and income creation. VLS generates not only strong payroll-related spending, but when combined with student and visitor expenditures, resulting employment growth is very strong. The 2.9 employment multiplier for VLS, discussed in the section on total economic impact, is dramatic evidence that VLS produces a highly localized impact in a small state that normally sees a high proportion of expenditures flow from the State for goods and services produced elsewhere.

It's hard to know what the future holds, of course, but the school has been engaged in some serious downsizing - the sort of downsizing that would suggest that hiring a consultant to defend the value of the school is an expense worth foregoing.  And there have long been mutters about a takeover, either by Dartmouth or UVM - the law school is located almost exactly between them.  Could the law school be making a case for a merger?  There's also all of this previously.

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icon Conference: Understanding the Modern Company
Posted by Usha Rodrigues

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


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April 05, 2015
icon Position Announcement: Assistant Director of the Center for Transactional Law and Practice at Emory
Posted by David Zaring

Assistant Director of the Center for Transactional Law and Practice

Emory Law School

Emory Law School seeks an Assistant Director of the Center for Transactional Law and Practice to teach in and share the administrative duties associated with running the largest program in the Law School.  Each candidate should have a J.D. or comparable law degree and substantial experience as an attorney practicing or teaching transactional law.  Significant contacts in the Atlanta legal community are a plus.

Initially, the Assistant Director will be responsible for leading the charge to further develop the Deal Skills curriculum.  (In Deal Skills – one of Emory Law’s signature core transactional skills courses – students are introduced to the business and legal issues common to commercial transactions.)  The Assistant Director will co-teach at least one section of Deal Skills each semester, supervise the current Deal Skills adjuncts, and recruit, train, and evaluate the performance of new adjunct professors teaching the other sections of Deal Skills.

As the faculty advisor for Emory Law’s Transactional Law Program Negotiation Team, the Assistant Director will identify appropriate competitions, select team members, recruit coaches, and supervise both the drafting and negotiation components of each competition.  The Assistant Director will also serve as the host of the Southeast Regional LawMeets® Competition held at Emory every other year.

Additionally, the Assistant Director will be responsible for the creation of two to three new capstone courses for the transactional law program.  (A capstone course is a small, hands-on seminar in a specific transactional law topic such as mergers and acquisitions or commercial real estate transactions.)  The Assistant Director will identify specific educational needs, recruit adjunct faculty, assist with curriculum design, and monitor the adjuncts’ performance.  

Besides the specific duties described above, the Assistant Director will assist the Executive Director with the administration of the transactional law program and the Transactional Law and Skills Certificate program.  This will involve publicizing the program to prospective and current students, monitoring the curriculum to assure that students are able to satisfy the requirements of the Certificate, and counselling students regarding their coursework and careers.  The Assistant Director can also expect to participate in strategic planning, marketing, fundraising, alumni outreach, and a wide variety of other leadership tasks.


Emory University is an equal opportunity employer, committed to diversifying its faculty and staff.  Members of under-represented groups are encouraged to apply.  For more information about the transactional law program and the Transactional Law and Skills Certificate Program, please visit our website at: 


To apply, please mail or e-mail a cover letter and resumé to: 

Kevin Moody

Emory University Law School

1301 Clifton Road, N.E.

Atlanta, GA  30322-2770



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April 02, 2015
icon The Dutch Banker's Oath
Posted by David Zaring

How can we persuade bankers to follow the law?  Other regulators looks to a familiar calculus inspired by Holmes' "bad man."  You write regulations that are clear enough, and threatening enough, to induce obedience by someone who, left to their own devices, would do the things the law is meant to prohibit.  So you provide for treble damages for illegal combinations in restraint of trade, you beef up enforcement where detection is difficult, and so on.

But banking regulation is increasingly talking less about clear laws, more about broad principles, and also about "ethical banking."  The New York Fed President has brought the ethics question up, as has the Comptroller of the Currency.  And check out, via Justin Fox, this new oath that every Dutch banker must take:

I swear within the boundaries of the position that I hold in the banking sector

  • that I will perform my duties with integrity and care;
  • that I will carefully balance all the interests involved in the enterprise, namely those of customers, shareholders, employees and the society in which the bank operates;
  • that in this balancing, I will put the interests of the customer first;
  • that I will behave in accordance with the laws, regulations and codes of conduct that apply to me;
  • that I will keep the secrets entrusted to me;
  • that  I will make no misuse of my banking knowledge;
  • that I will be open and transparent, and am aware of my responsibility to society;
  • that I will endeavor to maintain and promote confidence in the banking system.

So truly help me God.

I'm unaware of other regulatory schemes do this sort of thing, though lawyers certainly have codes of conduct, and I suppose that accountants do as well.  What is it supposed to do?  Three possibilities:

  • Regulators think that ethical bankers are likely to be the traditional "boring bankers" who took less risks - and believe that talking to them about ethics and requiring oaths will induce this sort of weltanschauung.
  • Regulators don't know what to do to make banking safe, and so are delegating the safe banking question to the industry, at least in part, by lecturing them about ethics, and hoping that they'll devise practices in this light that will make banking safer
  • This is an effort, by regulators and bankers, to rehabilitate the reputation of the industry by proclaiming ethics commitments.

If you have views about the new role of ethics in banking regulation, let me know in the comments.

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April 01, 2015
icon Call for Papers: Third Annual Workshop for Corporate and Securities Litigation
Posted by Christine Hurt

From Verity Winship:

October 2-3, 2015, Boston University Law School
This annual workshop brings together scholars focused on corporate and securities litigation to present their works-in-progress. The papers may address any aspect of corporate and securities litigation or enforcement, including but not limited to securities class actions, fiduciary duty litigation, or comparative approaches to business litigation. We welcome scholars working in a variety of methodologies, including empirical analysis, law and economics or other fields, and traditional doctrinal analysis. Participants will generally be expected to have drafts completed by the fall, although work in a more formative stage may also be included. Each author will provide a brief introduction, but most of the time in each session will be devoted to collective discussion of the paper.
PAPER SUBMISSION PROCEDURE: If you are interested in participating in the conference, which will be held at Boston University Law School on October 2-3, 2015, please send an abstract or draft of the paper you would like to present to corpandseclitigation@gmail.com no later than May 29, 2015. Please include your name, current position, and contact information in the e-mail accompanying the submission. Authors of accepted papers will be notified by June 30, 2015.
QUESTIONS: Any questions concerning the workshop should be directed to the organizers: Professor David Webber (dhwebber@bu.edu), Professor Jessica Erickson (jerickso@richmond.edu) and Professor Verity Winship (vwinship@illinois.edu).

Website here.

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icon Oral History of Drexel Burnham Lambert
Posted by David Zaring

They didn't even get Milken or some of the other most august alumni of the firm to participate (Ken Moelis, though!), and it's still a really great read.

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March 29, 2015
icon There May Not Be More Dissents On The SEC
Posted by David Zaring

We're halfway through the decade, and we just got a statement from SEC Commissioner Michael Piwowar on a new high frequency trading rule that wasn't exactly a dissent, but looked like it would be laying the groundwork for one:

This is a proposal about regulatory structure, not market structure.  In my many years as a market microstructure researcher, I have not seen one research paper on Rule 15b9-1 or requiring FINRA membership for proprietary trading firms, and I have never even heard it come up in a discussion of market structure.  And, since I have been a Commissioner, I have received countless suggestions for enhancing our current market structure; this rulemaking has not been on the list.  The document we are voting on today also does not articulate any link between the proposal and equity market structure.  We need to be mindful that the opportunity cost of this rulemaking is the valuable time that we could have spent on issues that are more clearly related to, and impactful on, market structure.

He sounds frustrated, but is this a sign that the SEC is getting more fractious?  One way to see would be to see if there are more dissents now than there used to be, and one possibly incorrect way to do that would be to look and see if the "by the commission" language that the SEC usually uses to announce its decision on a release sat next to an announcement of a dissent.  So I did that and:





You'll have to be excused for the atrocious formatting, but Typepad isn't very good at playing with other programs.  Anyway, we're halfway through the 2010s, but it looks like there won't be many more dissents this decade then there were in the not-so-tempestuous 1990s and 1960s (for securities regulation, that is).  I'm not sure what was going on in the '40s, and at any rate, my approach to ensuring that this data viz was accurate involved the quickest of skims over a Westlaw download.  But despite what seems to be an agency with more political divisions among its commissioners, the divisions haven't resulted in dramatically more dissents.

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March 26, 2015
icon The Latest Attempt To Slow The Revolving Door At The SEC
Posted by David Zaring

I have argued in a paper that the revolving door seems much less problematic than conventional wisdom would have it.  And Ed DeHaan, Simi Kedia, and their co-authors have found that SEC lawyers who go through the door usually try to show off when at the agency by bringing and winning bigger cases.

But Congressman Stephen Lynch isn't so sure about that door, and has introduced the SEC Revolving Door Restriction Act of 2015 to put some brakes on it.  His press release:

H.R. 1463, the SEC Revolving Door Restriction Act of 2015, amends the Securities Exchange Act of 1934 to prevent former employees of the SEC from seeking employment with companies against which they participated in enforcement actions in the preceding 18 months. H.R. 1463 defines enforcement action as court actions, administrative proceedings, or Commission opinions. Former employees must seek an ethics opinion from the SEC if they are interested in seeking employment within a year of their termination at the SEC with a company that was subject to an SEC enforcement action in which they participated.

I'm actually not too sure what this adds to the typical revolving door restriction.  Federal prosecutors can never work on matters on which they worked while in government service.  And they are barred from representing clients for at least one year.  This lengthens that limitation to 18 months, but at the White House, it's already 2 years for lobbying.  

The agency isn't too excited about this, as they have observed over at Jim Hamilton's World of Securities Regulation:

Delaying staffers’ employment in the private sector would affect a significant number of SEC employees, who have a long tradition of leaving government service to join the defense bar. At the 2015 SEC Speaks conference, when current and former agency staff members were asked by Chair Mary Jo White to stand, at least two thirds of the room took to their feet.

But it doesn't seem to add much to the regs already in place.  Even POGO, the NGO that seems to be behind the introduction of the bill, acknowledges - indeed, it collects data on - previous ethics restrictions: "SEC regulations require former employees to file [ethics] statements if they intend to represent an employer or client before the agency within two years of their SEC employment."  This even gives them the out of a waiver.  But you can look over the text of the bill and let me know if you see anything more than a more specific ban of agency officials working on matters post-employment that they handled pre-termination.

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icon Symposium: The Future of Financial Intermediation
Posted by Usha Rodrigues

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!

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March 25, 2015
icon I have seen the future of conference Q&A, and the future is Yik Yak...
Posted by Usha Rodrigues

...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.

Photo 1


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.

more ...

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