Vote for PB.comI’ve been nominated as having one of the top law professor blogs by the ABA Journal:
This site is home to UCLA law professor Stephen Bainbridgeâs three blogs devoted to law and business, wine and food, and punditryâthe latter located appropriately on the right side of the page. How great for one-stop discussion-shopping in 2008: the economic crisis, the election, and that recipe for...
[continued on site]  Transactional Engineers or EntomologistsJeff Lipshaw has posted a really fun and thoughtful paper, entitled Beetles, Frogs, and Lawyers: The Scientific Demarcation Problem in the Gilson Theory of Value Creation:
Recently, Ronald Gilson described a transactional lawyer turned law professor as someone who was a beetle, but became an entomologist. This is not the first non-mammalian metaphor used by an economically inclined legal...
[continued on site]  Federalist Society Program on the SEC and the Financial CrisisI am in Washington DC for the Federalist Society National Lawyers Convention. Tomorrow, Saturday, Nov. 22, I’m moderating the Federalist Society Corporations Practice Group Program on the Role of the SEC in the Financial Services Crisis, which will be held from 10:45 AM to 12:15 PM in the State Room at the Mayflower Hotel.
My opening remarks follow:
Back in September, when the...
[continued on site]  Stoneridge and the Supreme Court’s Dubious Track Record in Securities CasesI recently ran across a very nice article by Professor Rodney Chrisman on the Stoneridge case, 26 QLR 839, in which he was kind enough to bring to bear a point I made about O’Hagan and extend it to Stoneridge:
Commentators describe the Court’s opinion in O’Hagan with varying degrees of criticism. Possibly the most scathing attack on O’Hagan came from Stephen Bainbridge...
[continued on site]  Reflections on Two Decades in this BusinessMy essay Reflections on Twenty Years of Law Teaching is now up on the UCLA Law Review website. The abstract follows:
On April 16, 2008, the author received the UCLA School of Lawâs Rutter Award for Excellence in Teaching. This Essay consists of a revised and extended version of the remarks he gave on that occasion. In it, he addresses both his progression from frustrated Socratic teacher to...
[continued on site]  The Insider Trading Charges Against Mark CubanThe SEC today announced that:
The Securities and Exchange Commission today charged Dallas entrepreneur Mark Cuban with insider trading for selling 600,000 shares of the stock of an Internet search engine company on the basis of material, non-public information concerning an impending stock offering.
The Commission’s complaint, filed in the U.S. District Court for the Northern District...
[continued on site]  Corporate Law 2nd EditionThe author’s copies of the second edition of my corporate law text arrived today. It’s half the length of the first edition and much more focused on doctrine than theory. It’s also been brought into the Concepts and Insights Series.
Kindly consider recommending it to your students in Business Associations or Corporation law courses.
Faculty can request a review copy here.
...
[continued on site]  Rethinking Corporate OpportunitiesMy essay Rethinking Delaware’s Corporate Opportunity Doctrine. It’s a short essay that will be published in the next issue of Engage and, as such, relies almost exclusively on primary sources. No offense intended to the many others who have written on this subject!
Abstract: Although the prohibition on taking of organizational opportunities is well established, the standards...
[continued on site]  Second edition of my M&A TextThe second edition of my Mergers and Acquisitions treatise (now part of the Concepts & Insights series) is hot off the presses. Faculty teaching courses in corporate law, M&A, corporate finance, and the like can get complimentary review copies from Foundation. Kindly consider recommending it as a study aid to your students.
[continued on site]  E-reprintsIn order to save the odd tree or two, Iâve decided to move my reprint mailing lists into the electronic age. henceforth, no paper reprint mass mailings. Instead, mass electronic mailings of PDF files of completed articles as they were published (I generally don’t post final versions to SSRN).
The first mass email went out today, sending two articles: The Iconic Insider Trading Cases,...
[continued on site]  The Future of Say on PayKatayun I. Jaffari and Mu’min Islam:
For more than a decade, determining the appropriate level of compensation for corporate executives has been a controversial issue within the courtroom, the boardroom and among shareholders. During a period of increased activism by shareholders, more authority, commonly referred to as “say on pay,” is being demanded over executive...
[continued on site]  Responses and Reactions to “Minorities, Shareholder and Otherwise” by Anupam ChanderThe Yale Law Journal Pocket Part has published a collection of responses to Anupam Chander’s article, Minorities, Shareholder and Otherwise: Comparing Corporate and Constitutional Minority Protections, including one by yours truly.
In There Is No Affirmative Action for Minorities, Shareholder and Otherwise, in Corporate Law, 118 Yale L.J. Pocket Part 71 (2008),...
[continued on site]  UC Irvine Law? Top 20?National Law Journal:
UC Irvine School of Law, which began accepting applications for enrollment a month ago, plans to offer full tuition scholarships to its first class, which is anticipated to be about 60 students, said Charles Cannon, assistant dean of development and external affairs at the law school.
Originally, the school, which will focus on public interest law, had planned to offer...
[continued on site]  Turning Bad Faith into Full Employment for LawyersEdward M. McNally and Patricia A. Winston have posted an article seeking to give content to the emergent Delaware concept of “bad faith” director conduct. It’s worth reading. Setting aside the merits of their definitional efforts, however. I was struck by their conclusion:
Ryan suggests that directors must be cautious when confronting unusual corporate actions or any corporate...
[continued on site]  UCLA Law is # 1In producing quality law porn. And we’re not even based in SFV.
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