November 18, 2018
icon Law and Entrepreneurship Association - Call for Papers
Posted by Gordon Smith

The 13th annual meeting of the Law and Entrepreneurship Association (LEA) will be held on April 5, 2019 at Boston College Law School.

The LEA is a group of legal scholars interested in the topic of entrepreneurship—broadly construed. Scholars include those who write about corporate law and finance, securities, intellectual property, labor and employment law, tax, and other fields related to entrepreneurship and innovation policy. Our annual meeting is an intimate gathering where each participant is expected to read and actively engage with all papers under discussion.

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

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 Papers may be accepted for publication but must not be published prior to the meeting.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

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

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

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April 24, 2018
icon CFP: AALS BA Section
Posted by Usha Rodrigues


Contractual Governance: the Role of Private Ordering

at the 2019 AALS Annual Meeting

The AALS Section on Business Associations is pleased to announce a Call for Papers from which up to two additional presenters will be selected for the section’s program to be held during the AALS 2019 Annual Meeting in New Orleans on Contractual Governance: the Role of Private Ordering.  The program will explore the use of contracts to define and modify the governance structure of business entities, whether through corporate charters and bylaws, LLC operating agreements, or other private equity agreements.  From venture capital preferred stock provisions, to shareholder involvement in approval procedures, to forum selection and arbitration, is the contract king in establishing the corporate governance contours of firms?  In addition to paper presenters, the program will feature prominent panelists, including SEC Commissioner Hester Peirce and Professor Jill E. Fisch of the University of Pennsylvania Law School.

Our Section is proud to partner with the following co-sponsoring sections: Agency, Partnership, LLC's and Unincorporated Associations, Contracts, Securities Regulation, and Transactional Law & Skills

Submission Information:

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

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

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

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April 16, 2018
icon Lynn Stout
Posted by Matt Bodie

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

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April 03, 2018
icon CFP: Corporate & Securities Litigation Workshop
Posted by Usha Rodrigues

Corporate & Securities Litigation Workshop: Call for Papers

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


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

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


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


Any questions concerning the workshop should be directed to the organizers: Jessica Erickson (, David Webber (, Verity Winship (, and Jim Park (

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October 13, 2017
icon CFP: National Business Law Scholars Conference
Posted by Usha Rodrigues

National Business Law Scholars Conference

Thursday & Friday, June 21-22, 2018

Call for Papers

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

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

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

Keynote Speakers:


Paul G. Mahoney

David and Mary Harrison Distinguished Professor of Law

University of Virginia School of Law

Cindy A. Schipani

Merwin H. Waterman Collegiate Professor of Business Administration

Professor of Business Law

University of Michigan Ross School of Business


Featured Panels:


The Criminal Side of Business in 2018

Miriam Baer, Professor of Law, Brooklyn Law School

José A. Cabranes, U.S. Circuit Judge, U.S. Court of Appeals for the Second Circuit

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

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

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


A Wild Decade in Finance: 2008-18

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

Giles T. Cohen, Attorney, Securities & Exchange Commission

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

James Park, Professor of Law, UCLA School of Law

Roberta Romano, Sterling Professor of Law, Yale Law School

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


Conference Organizers:

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

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

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June 26, 2017
icon American Airlines, Qatar, and the NOL Poison Pill
Posted by Christine Hurt

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

According to American Airlines Group's latest 10K:  

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

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

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

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

At December 31, 2016, we had approximately $10.5 billion of gross NOL Carryforwards to reduce future federal taxable income, substantially all of which are expected to be available for use in 2017. The federal NOL Carryforwards will expire beginning in 2022 if unused. We also had approximately $3.7 billion of NOL Carryforwards to reduce future state taxable income at December 31, 2016, which will expire in years 2017 through 2036 if unused. Our ability to deduct our NOL Carryforwards and to utilize certain other available tax attributes can be substantially constrained under the general annual limitation rules of Section 382 where an “ownership change” has occurred. Substantially all of our remaining federal NOL Carryforwards (attributable to US Airways Group) are subject to limitation under Section 382; however, our ability to utilize such NOL Carryforwards is not anticipated to be effectively constrained as a result of such limitation. We elected to be covered by certain special rules for federal income tax purposes that permitted approximately $9.0 billion (with $8.9 billion of unlimited NOL still remaining at December 31, 2016) of our federal NOL Carryforwards to be utilized without regard to the annual limitation generally imposed by Section 382. Similar limitations may apply for state income tax purposes. Our ability to utilize any new NOL Carryforwards arising after the ownership changes is not affected by the annual limitation rules imposed by Section 382 unless another future ownership change occurs. Under the Section 382 limitation, cumulative stock ownership changes among material stockholders exceeding 50% during a rolling three-year period can potentially limit a company’s future use of NOLs and tax credits.

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

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

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

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May 25, 2017
icon AALS BA Call for Papers
Posted by Usha Rodrigues

Call for Papers

AALS Section on Business Associations

Institutional Investors and Corporate Governance

AALS Annual Meeting, January 5, 2018

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

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

The program is cosponsored by the Section on Securities Regulation.

Form and length of submission

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

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


Deadline and submission method

To be considered, manuscripts or abstracts must be submitted electronically to Professor Matthew Bodie, Chair-Elect of the Section on Business Associations, at  Please use the subject line: “Submission: AALS BA CFP.”  The deadline for submission is Thursday, August 24, 2017.  Papers will be selected after review by members of the Executive Committee of the Section on Business Associations.  The authors of the selected papers will be notified by Thursday, September 28, 2017.



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 09, 2017
icon CFP: Cambridge Handbook of Corporate Law, Corporate Governance, and Sustainability
Posted by Matt Bodie

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

Call for Papers: Cambridge Handbook of Corporate Law, Corporate Governance and Sustainability

This Call for Papers invites contributions to the Cambridge Handbook of Corporate Law, Corporate Governance and Sustainability. Those tentatively selected to contribute will be invited to a Cambridge Handbook Symposium in Oslo on 12-14 March 2018, with draft chapters to be submitted to the editors beforehand. Participation at the Symposium is not a condition to contribute to the Handbook, but it is strongly encouraged. The Symposium is expected to enhance the quality of the contributions, reinforce the cohesive nature of the volume, and contribute to the timeliness of the manuscript.

The Handbook will be edited by Professor Beate Sjåfjell, University of Oslo, and Professor Christopher Bruner, Washington and Lee University. Final confirmation of contributions for the Handbook will be contingent on review of the chapters and will be decided by the editors.
More information can be found at this link.

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February 26, 2017
icon Christopher Bruner on the puzzle of progressive corporate law
Posted by Matt Bodie

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

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

[T]he re-orientation of labor unions away from traditional organizing activities and toward pension management; the intense (and ironic) focus of applicable labor regulation on generating returns for pensioners, including fiduciary obligations interpreted to require pensions to engage in activism aimed at forcing corporate managers to focus intently on maximizing returns to shareholders; and the increasingly centrist Democratic Party’s efforts to capitalize on these proshareholder trends by assembling an anti-manager “middle class” coalition of workers and financial institutions, have together prompted a center-left politics of corporate governance at the federal level bearing no relation whatever to the progressive agenda for corporate law at the state level.

I don't want to speak for Christopher here, but I get the sense that much of the recent fight over the DNC chair revolved around these very issues.  There is a suspicion amongst Bernie supporters that much of the party's leadership is too close to Wall Street.  Bruner's paper documents this concern in a particular way and demonstrates concrete policy ramifications from this (Bill) Clintonian shift towards a more financially friendly Democratic party.

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

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icon CFP: Third Business and Human Rights Scholars Conference
Posted by Matt Bodie
February 06, 2017
icon CFP: National Business Law Scholars Conference
Posted by Usha Rodrigues

National Business Law Scholars Conference (NBLSC)

Thursday & Friday, June 8-9, 2017

Call for Papers

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

This is the eighth meeting of the NBLSC, an annual conference that draws legal scholars from across the United States and around the world.  We welcome all scholarly submissions relating to business law.  Junior scholars and those considering entering the legal academy are especially encouraged to participate. 

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

Keynote Speaker:

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

Plenary Author-Meets-Reader Panel:


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



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

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

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

Conference Organizers:

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

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

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January 11, 2017
icon The Lines Continue to Blur Between Personal and Corporate Speech
Posted by Matt Bodie

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

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

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January 02, 2017
icon Securitization and How Law Improved the Transmission Line between Real Estate & Banking Crises
Posted by Erik Gerding

Feliz Ano Nuevo!

In service of my resolution to blog more regularly (and to take a break from grading)…

I recently posted on ssrn a symposium piece I wrote for the Georgia Law Review that examines how securitization formed a coupling rod that joined together real estate and banking crises. Moreover, changes in banking law improved this transmission line.

Here is the abstract:

This essay examines how securitization served as a new coupling rod joining cycles in real estate and banking markets and created a new pathway for financial contagion in the “subprime” financial crisis. Legal changes promoted the growth of securitization and improved this crisis transmission line. The essay examines the history of legislative and regulatory changes that facilitated bank participation in the markets for mortgage-backed securities. The essay then explains how securitization failed to mitigate the credit, liquidity, and interest rate risk associated with real estate when losses in residential markets became correlated nationwide. It then discusses how regulation contributed to this, as the spread of securitization and financial industry consolidation created a nationwide market for mortgages.

The essay telescopes out from securitization to discuss an often overlooked danger of bank investments in real estate: the cyclicality of real estate losses. The essay analyzes the evidence that real estate prices exhibit positive serial correlation. It also summarizes historical evidence of the correlation between banking and real estate crises. The essay then looks at feedback mechanisms between banking and real estate markets, including research on bank leverage cycles.

The essay next provides a very high level outline of various approaches to decoupling bank and real estate crises and the advantages and drawbacks of various approaches. These approaches include curbing bank investments in real estate and mortgage-backed securities, using bank regulations as a more surgical tool to fix problems with securitization, and developing countercyclical approaches to regulations of mortgage markets and bank investments in them. The essay then concludes by discussing the political dynamics that will shape and constrain any of these policy approaches.

This symposium piece continues a line of research that examines securitization in light of the financial crisis. I’ve looked at how:

regulators outsourced responsibility for regulating markets and financial products to risk models (including models that price securitizations);

securitization creates a channel for failures of consumer financial protection to generate systemic risk;

how securitization provides an example of how contract “patterns” (think “boilerplate” but more conceptual) can modularize contract language and turn contracts into complex transactions and ultimately into new markets for financial instruments; and

¶ asset-backed securities represent an example of "safe assets" constructed by law (see this article, this symposium piece, and this book chapter, all co-written with Anna Gelpern).

A half-dozen or so more pieces and I can write a book: "13 ways of looking at securitization."  Or I can go meta - writing about derivatives and being derivative.

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December 23, 2016
icon AALS BA 2017 Program
Posted by Usha Rodrigues

I'm pleased to share the program announcement for the Business Association and Comparative Law Sections' Joint Program for the 2017 AALS meeting.  I hope to see you there!


The AALS Sections on Business Associations and Comparative Law invite you to join us for a joint program at the AALS Annual Meeting on Thursday, January 5, 2017, from 1:30 p.m. to 3:15 p.m., at the Hilton San Francisco Union Square, Continental Parlor 3, Ballroom Level.

Title:  Business Law in the Global Gig Economy:  Legal Theory, Doctrine, and Innovations in the Context of Startups, Scaleups, and Unicorns

Description:  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.

Format:  The basic format of the session will be the presentation of two papers selected from a call for papers and then a moderated roundtable discussion among the speakers.


Speaker: Ms. Cass Matthews, Google, Inc.

Speaker: D. Gordon Smith, Brigham Young University, J. Reuben Clark Law School

Speaker: Cynthia A. Williams, Osgoode Hall Law School York University

Moderator: Michelle M. Harner, University of Maryland Francis King Carey School of Law

Paper: Regulatory Entrepreneurship by Jordan Barry, University of San Diego School of Law, and Elizabeth Pollman, Loyola Law School, Los Angeles

Paper: Catching Disruption:  Regulating Corporate Venture Capital by Jennifer Fan, University of Washington School of Law

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November 30, 2016
icon Holiday special delivery: America's Test Kitchen v. Kimball
Posted by Usha Rodrigues

Thanksgiving is my favorite holiday.  For about 14 years we've made Cook's Illustrated's high-roast turkey (butterfly and brine the bird, then roast it at 450 on a broiler pan set atop homemade dressing.  It takes less than 2 hours and the dressing is bastedly divine).  This year, for the first time I let each child pick a recipe from our archive of Cook's Illustrated and Cook's Country magazines for us to make together.  Cara chose a cranberry-apple crumble that was to die for (Cook's Country), Ethan and I made gingerbread cookies that really were worth eating (Cook's Illustrated), and Anna and I made Quaker Bonnet biscuits that were pretty good.  In an egregious lapse of judgment, I elected not to serve said biscuits at Thanksgiving dinner itself (we had a lot of starchy sides already), thus giving my middle child yet another grievance for her tally.

In short, we are loyal fans of the America's Test Kitchen conglomerate.  I love to cook, but I don't get to do it that much anymore.  If I try a new recipe I want to be pretty sure it's going to be good.  Enter these magazines.  Before the recipe you get a detailed description of what worked, what didn't worked, and why.  I want to know that each ingredient and each step is worth it, and I'm not blanching carrots or roasting poblanos for no reason. 

So for our family at least, Christopher Kimball's divorce from the Vermontian empire he's created is big news, as is his new venture Milk Street.  Which was a leetle to close for comfort to the enterprise he left, according to ATK, which filed a suit alleging breach of fiduciary duties, corporate theft, interference with contract, and other goodies.  ATK has a site explaining Why we are suing Christopher Kimball.  Here's the WaPo with 6 takeaways

Is it just me, or is there a terrific fact-pattern here?  You can get the complaint, a chronology, and emails there. Of course, this is from a woman constructed a long essay built around a lady entering a series of pie baking contests. 

'Tis the season!

Permalink | Food, Partnerships | Comments (View) | Bookmark

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