Category Archives: Business Law

Bay Area Friends: Third Annual Kagan Lecture

Bay area readers may be interested in the upcoming Robert A. Kagan Lecture in Law and Regulation at Berkeley Law’s Center For The Study of Law And Society. The lecture is Thursday, March 16, from 3:30 – 5:15pm (see the flyer for more info) and features Lauren B. Edelman (Agnes Roddy Robb Professor Of Law And Professor Of Sociology, U.C. Berkeley), who will discuss her work on legal endogeneity. Robin Stryker (Professor, School Of Sociology, University Of Arizona) and I will provide commentary.

I’m looking forward to this. Edelman’s work has had a great influence on my own thinking and writing about the regulation of business entities, and I’m looking forward to this chance to reflect on her (and Kagan’s) impact.

Hope to see you there!

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Duke Law Students At FT Alphaville

Hooray for Duke Law Students Sriram Giridharan, Martin De Jong, Barret Jackson Nye, Brandon Rice, and Melinda Goralczyk, whose proposal to restructure Ukrainian debt is featured in depth over at FT Alphaville!!

As someone who has tried for years – unsuccessfully – to grab some attention from Alphaville’s savvy writers, I can say that this is quite a feat. Alphaville’s readership is highly sophisticated, especially on issues of sovereign debt, which are featured regularly, so this is a real vote of confidence for the students’ knowledge and creativity in coming up with this proposal.

I have it on good authority that this is a particularly exceptional group of students, so congratulations to them on a job well done, just as the semester is wrapping up.

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Diversity and the Professions at AEA Tomorrow

Having just finished up the Business Associations program on The Future of the Corporate Board this morning, I’m now off to Boston for a panel tomorrow at the American Economics Association Annual Meeting. If any other law profs happen to be wandering the halls, definitely stop in to say “hello.” I’ll be discussing my research on board diversity, and whatever lessons it may hold for diversity in the professions. Other panelists will discuss the single woman penalty and diversity and the innovation economy. Fellow law prof Laura Beny (Michigan) is moderating and will also discuss diversity and law firms.

Unfortunately, the timing of the two conferences was such that I’m only able to attend the last day of AEA. That’s too bad, as there were a number of sessions that I really wanted to attend. Ah well. Can’t be everywhere at once.

Jan 05, 2015 8:00 am, Boston Marriott Copley, New Hampshire

National Economic Association

Diversity and the Professions (J4)

Presiding: LAURA N. BENY (University of Michigan)

Diversity and the Innovation Economy

LISA D. COOK (Michigan State University)

Diversity and Performance of Elite United States Law Firms

LAURA N. BENY (University of Michigan)

Diversity and Talent at the Top: Lessons from the Boardroom

KIMBERLY KRAWIEC (Duke University)

Leadership and the Single Woman Penalty: A Role Expectations Account of Early Career Barriers to Promotion for Female MBAs

JENNIFER MERLUZZI (Tulane University)

DAMON PHILLIPS (Columbia University)

Discussants:

TERRY-ANN CRAIGIE (Connecticut College)

ROBYNN COX (Spelman College)

 

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The Future of the Corporate Board

I’m hoping to see many of you at the AALS in the upcoming days. Do remember to check out the Business Associations program, which is in the coveted time slot of 8:30 am – 10:15 am on Sunday in Thurgood Marshall East, Mezzanine Level. Naturally the main draw here is the moderator, but there are some other notable presenters and discussants as well, as you can see from the program below. Reading through the papers, I’d expect our discussion to touch specifically on managing the corporation for the long term versus the short term, balancing long term goals against management entrenchment, board independence, board diversity, connections between board diversity and board independence, and more.

The Future of the Corporate Board

Moderator: Kimberly D. Krawiec, Duke University School of Law

 Discussants: Christine Hurt, BYU Law School

Robert B. Thompson, Georgetown University Law School

Speakers from a Call for Papers:

Sean J. Griffith, Fordham University School of Law

Jeffrey David Manns, The George Washington University Law School

Darren Rosenblum, Pace University School of Law

Andrew Abraham Schwartz, University of Colorado School of Law

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.

Business meeting at program conclusion.

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Shanghai: Work, Food, and More

SJTU

SJTU

I was in Shanghai last week for the first time, attending a conference and an alumni dinner. The conference – The 2014 International Forum on Financial Law — was at KoGuan Law School at Shanghai Jiao Tong University and was a lot of fun. The conference format was a new one for me and I thought worked very well, especially for an international audience.

Image - Version 2The morning consisted of public lectures by party officials, regulators, practitioners, and academics with simultaneous translation. One or two of the Chinese academics were fairly critical of various aspects of the Chinese legal system, and watching the responses from fellow presenters and audience members was especially interesting, though I’m sure that I missed many of the subtleties of these exchanges.

IMG_0539The afternoon was divided into parallel sessions, one in Chinese and one in English, with paper presentations by invited guests. My presentation was in the English session, of course, so I can only speak to the specifics of that one, but I was very pleased with the quality of the presentations and discussion. I learned some new things about emerging corporate law and financial regulation issues in China, Singapore, and Japan, and was struck by both the similarities and the differences of the concerns: for example, several of the papers were on shadow banking in China, which is clearly a concern (as it is in the U.S.), but the character of shadow banking appears quite different in China, making the US experience only partially comparable.

IMG_0544My panel line-up was scheduled as follows, though for scheduling reasons there was a last minute switch of Shen Wei’s presentation on Chinese local government debt and shadow banking (which was excellent) instead of Cheng-Yun Tsang (who did a fine job on the next panel):

Host: Shen Wei, Professor of KoGuan Law School, SJTU

Discussant: Douglas Arner, Professor of The University of Hong Kong

Speakers:

Kim Krawiec, Professor of School of Law, Duke University

Wang Jiangyu, Associate Professor of Law School, National

University of Singapore

Manabu Matsunaka, Professor of Nagoya University

Tang Yingmao, Associate Professor of Law School, Peking University

Cheng-Yun Tsang, Doctoral Student of School of Law, Duke University

Naturally, I made time for some food tourism as well (courtesy of UnTour, which I highly recommend). Included are photos of my street food breakfast in Shanghai on the day of departure, which was delicious, and can be roughly divided into three categories: noodles, dim sum, and deep fried dough (yum, yum!)

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Hobby Lobby at The Glom

Our friends over at The Conglomerate are hosting an online symposium for the next four days on Sebelius v. Hobby Lobby Stores, Inc., (the United States Supreme Court with hear oral arguments tomorrow). Though nearly all of the 84 amicus briefs submitted in the case explore the religious freedom issues, rather than the corporate law issues, Jayne Barnard, who will be in the courtroom tomorrow, asks: Will corporate law be the tail that wags this dog?  Posts by Steve Bainbridge and Nate Oman are already up, and I’m sure that more will follow.

The question presented in that case is whether the Religious Freedom Restoration Act of 1993 “allows a for-profit corporation to deny its employees the health coverage of contraceptives to which the employees are otherwise entitled by federal law, based on the religious objections of the corporation’s owners.” This case has attracted the attention of corporate law scholars, and for the next four days, we will be hosting an online symposium about the case. We have invited scholars on both sides of the issue to weigh in, and we invite you to join us for a vigorous, respectful debate over this important issue.

On Tuesday, March 25, the United States Supreme Court with hear arguments in Sebelius v. Hobby Lobby Stores, Inc. The question presented in that case is whether the Religious Freedom Restoration Act of 1993 “allows a for-profit corporation to deny its employees the health coverage of contraceptives to which the employees are otherwise entitled by federal law, based on the religious objections of the corporation’s owners.” This case has attracted the attention of corporate law scholars, and for the next four days, we will be hosting an online symposium about the case. We have invited scholars on both sides of the issue to weigh in, and we invite you to join us for a vigorous, respectful debate over this important issue.

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