Business Commons^™

Corporate Governance Reform In Post-Crisis Financial Firms: Two Fundamental Tensions, Christopher Bruner

Scholarly Works

The manner in which financial firms are governed directly impacts the stability and sustainability of both the financial sector and the "real" economy, as the financial crisis and associated regulatory reform efforts have tragically demonstrated. However, two fundamental tensions continue to complicate efforts to reform corporate governance in post-crisis financial firms. The first relates to reliance on increased equity capital as a buffer against shocks and a means of limiting leverage. The tension here arises from the fact that no corporate constituency desires risk more than equity does, and that risk preference only tends to be stronger in banks, and …

Do Conflicts Of Interest Require Outside Boards? Yes. Bsps? Maybe., Usha Rodrigues

Scholarly Works

From the Symposium: Outsourcing the Board: How Board Service Providers Can Improve Corporate Governance

Boards of directors are curious creatures. The law generally requires corporations to have them—indeed, they are the focus of the corporate law we teach in Business Associations in U.S. law schools. The corporation is managed by directors or under their direction; directors hire and fire officers; directors are necessary for fundamental transactions.

But the reason why corporations have directors is not entirely clear. In the prototypical privately held corporation, the family firm, the same individuals serve both as directors and officers. The CEO (better known as …

The Blockchain Explained, Or How To Make Lots Of Money In Cryptocurrency, Jason Tubinis

Presentations

The School of Law's Information Technology Librarian summarizes blockchain, the current impact is having on business, finance and e-commerce, and the potential implications for our not so distant future as it pertains to the law.

Podcasting The Place: Using Tech To Create Community, Rachel S. Evans

Presentations

No abstract provided.

Telling Your Story: Using Metrics To Display Your Value (H2), Wendy E. Moore, Thomas J. Striepe, Steve Lastres, Joy Shoemaker

Presentations

The American Bar Association, academic institutions, law firms, and governments are demanding more and more outcome-based performance. However, displaying these outcomes is difficult for law libraries. Law libraries possess an abundance of data, but determining which metrics will showcase your law library’s value and performance is difficult. Speakers from a law school, law firm, and court library will explain the different metrics they use to display their value to their stakeholders. After these short presentations, a “fishbowl” discussion will provide participants the chance to share and learn about different metrics and tools law libraries are using to best tell their …

Digitize Your To-Do List, Rachel S. Evans

Presentations

This lightning talk will revolve around the Kanban method as a successful project management method. KanbanFlow.com will be introduced as a user-friendly tool for implementing Kanban in the workplace to improve performance outcomes and deal with shifting and measuring priorities. A comparison will be made of digital versus paper to-do lists for librarians and library staff. Features of this free web-based application will be covered including: collaboration between team members, Pomodoro time-tracking, dates and deadlines, recurring tasks, sub-tasks, and digital board customization.

I Kanban, Can You? A Librarian’S Introduction To Kanbanflow, Rachel S. Evans

Presentations

Introduces the concept of Kanban (Japanese for "sign" or "billboard"), an important tool for managing workflow and measuring improvement and outcomes that was first popularized by the manufacturing industry. Today Kanban is utilized by software development teams, marketing units, human resource offices, people in strategy and leadership, and for organizing personal tasks and achieving goals.

Also introduces KanbanFlow, a free online project management tool that digitizes the Kanban method. This tool supports real-time collaboration between team members and weaves in the Pomodoro method of time-tracking. Features a live demo of KanbanFlow, its various features, and real-life examples of how it …

The Fiduciary Enterprise Of Corporate Law, Christopher Bruner

Scholarly Works

No abstract provided.

Beyond The Usual Suspects: Collaborating With The Rest Of Your Institution, Wendy Moore, Thomas J. Striepe, Kathleen Agno, Sarah Chen, Kate Irwin-Smiler, Charles A. Pipins Ii

Presentations

Staff at court, firm, and academic libraries share how they are developing and collaborating new users to offer expanded services at their institutions.

“Oversight Of The False Claims Act” Testimony By Professor Larry D. Thompson Before The U.S. House Of Representatives Judiciary Subcommittee On The Constitution And Civil Justice, Larry D. Thompson

Presentations and Speeches

Sibley Professor in Corporate and Business Law Larry D. Thompson testifies in a U.S. House of Representatives Judiciary Subcommittee on the Constitution and Civil Justice hearing on “Oversight of the False Claims Act.” The purpose of the hearing was to examine the act’s success and seek ways “to prevent, detect and eliminate false claims costing taxpayer dollars, while ensuring fair and just results.”

Competitive Intelligence Super Sleuth Secrets, Carol A. Watson, Suzanne R. Graham

Presentations

Provide tips and tools for strengthening data analyst skills. Includes search strategies for mining social media, and insights into free and subscription- or transaction-based search tools.

Regulation By Hypothetical, Mehrsa Baradaran

Scholarly Works

A new paradigm is afoot in banking regulation—and it involves a turn toward the more speculative. Previous regulatory instruments have included geographic restrictions, activity restrictions, disclosure mandates, capital requirements, and risk management oversight to ensure the safety of the banking system. This Article describes and contextualizes these regulatory tools and shows how and why they were formed to deal with industry change. The financial crisis of 2008 exposed the shortcomings in each of these regimes. In important ways, the Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) departs from these past regimes and proposes something new: Call it …

Corporate Governance Theory And Review Of Board Decisions, Christopher M. Bruner

Scholarly Works

No abstract provided.

The Problem Of Abusive Related-Partner Allocations, Gregg D. Polsky, Emily Cauble

Scholarly Works

This Article highlights a flaw in the existing rules regarding partnership tax allocations that has not yet received sufficient attention by existing literature. Namely, the partnership tax allocation rules are implicitly premised on the assumption that partners are unrelated and, thus, transact with each other at arm’s length. As a result, related partners can and do devise tax allocation schemes that exploit the gap in the current partnership tax allocation rules to achieve unwarranted tax savings.

This Article proposes to end this abuse by disallowing special allocations among related partners. Under the proposal, allocations among related partners would be required …

Acqui-Hiring, Gregg D. Polsky, John F. Coyle

Scholarly Works

Facebook, Google, and other leading technology companies in Silicon Valley have been buying start-up companies at a brisk pace. In many of these transactions, the buyer has little interest in acquiring the startup’s projects or assets. Instead, the buyer’s primary motivation is to hire some or all of the startup’s software engineers. These so-called “acqui-hires” represent a novel — and increasingly common — tool by which the largest and most successful technology companies in the world satisfy their intense demand for engineering talent.

To date, the acqui-hire has attracted no attention in the academic or professional legal literature. With this …

A Conflict Primacy Model Of The Public Board, Usha Rodrigues

Scholarly Works

e board of directors is the theoretical fulcrum of the corporate form: Statutes task the board with managing the corporation. Yet in the twentieth century, CEOs and other executives came to dominate the real-world control of the corporation. In light of this transformation, in the 1970s Melvin E. Eisenberg proposed reconceiving the board as an independent monitor. Eisenberg’s monitoring board is now the dominant regulatory model of the board. Recently two different visions of the board of directors have emerged. Stephen Bainbridge’s “director primacy” model calls directors “Platonic guardians,” and Margaret Blair and Lynn Stout’s “team production model” characterizes them …

In Search Of Safe Harbor: Suggestions For The New Rule 506(C), Usha Rodrigues

Scholarly Works

I devote most of this essay to exploring how, exactly, the Securities and Exchange Commission (“SEC”) should go about providing guidelines to implement the statutory requirement that issuers have a reasonable belief that a purchaser is accredited. The SEC has proposed rules, but these rules merely restate what Congress has already required, thus sidestepping Congress’s direction that the agency itself articulate some verification methods. Taking the SEC’s decidedly amorphous proposal to task, I recommend that the SEC offer two nonexclusive safe harbors for issuers to guide them in determining whether a natural person is an accredited investor. The paragraphs below …

Conceptions Of Corporate Purpose In Post-Crisis Financial Firms, Christopher M. Bruner

Scholarly Works

American "populism" has had a major impact on the development of U.S. corporate governance throughout its history. Specifically, appeals to the perceived interests of average working people have exerted enormous social and political influence over prevailing conceptions of corporate purpose - the aims toward which society expects corporate decision-making to be directed. This article assesses the impact of American populism upon prevailing conceptions of corporate purpose - contrasting its unique expression in the context of financial firms with that arising in other contexts - and then examines its impact upon corporategovernance reforms enacted in the wake of the financial and …

Be Memorable: Library Advocacy Through Compelling Storytelling, Carol A. Watson, Suzanne R. Graham, Jason Tubinis

Presentations

Whether persuading an administrator within your institution or lobbying for external action, storytelling can be a powerful and compelling advocacy tool. Telling stories about real people and real challenges is an effective means for convincing others of your viewpoint. What makes a good story? How can you incorporate the elements of storytelling into your advocacy efforts?

After learning the fundamentals of a persuasive story and how to successfully integrate the story within a strategic advocacy campaign, participants will have the opportunity to practice their newly acquired skills in small groups. Volunteers from the small groups will share their story drafts …

Experience-Based Interviewing: The View From Both Sides Of The Desk, Suzanne R. Graham, Jason Tubinis

Presentations

Defines experience-based interview technique and explains how it differs from more traditional situational-based interviewing. Provides tips for successfully navigating interview day for both the interviewers and the candidates. Includes guidelines for question formulation and for response composition.

Agency And The Ontology Of The Corporation, Christopher M. Bruner

Scholarly Works

No abstract provided.

The Diminishing Returns Of Incentive Pay In Executive Compensation Contracts, Gregg D. Polsky, Andrew Lund

Scholarly Works

For the past 30 years, the conventional wisdom has been that executive compensation packages should include very large proportions of incentive pay. This incentive pay orthodoxy has become so firmly entrenched that the current debates about executive compensation simply take it as a given. We argue, however, that in light of evolving corporate governance mechanisms, the marginal net benefit of incentive-laden pay packages is both smaller than appreciated and getting smaller over time. As a result, the assumption that higher proportions of incentive pay are beneficial is no longer warranted.

A number of corporate governance mechanisms have evolved to duplicate …

Advanced Meeting Facilitation Techniques, Carol A. Watson, Wendy Moore

Presentations

As many librarians learned in last year's AALL presentation on facilitation, a well-facilitated meeting can transform a regular work session into an extraordinarily productive event. Participants learned that a well-crafted agenda, thoughtful ground rules, optimal meeting space, and detailed minutes can all set the stage for a successful meeting.

However, meetings can still go awry. A poorly facilitated meeting can make everyone dread meetings even if the meeting has been well-planned. Managing or facilitating behaviors is the final essential ingredient for success. Have you ever been in a meeting that is monopolized by one individual? Or someone offers a suggestion …

Good Faith In Revlon-Land, Christopher M. Bruner

Scholarly Works

The Delaware Supreme Court has set a very high hurdle for plaintiffs challenging directors' good faith in the sale of a company. In Lyondell Chemical Company v. Ryan, the court held that unconflicted directors could be found to have breached the good faith component of their duty of loyalty in the transactional context only if they "knowingly and completely failed to undertake," and "utterly failed to attempt" to discharge their duties.

In this essay I argue that the Lyondell standard effectively imports into the transactional context the exacting standard previously applied in the oversight context — a move clearly aimed …

Managing Corporate Federalism: The Least-Bad Approach To The Shareholder Bylaw Debate, Christopher M. Bruner

Scholarly Works

Over recent decades, shareholders in public corporations have increasingly sought to augment their own power - and, correlatively, to limit the power of boards - through creative use of corporate bylaws. The bylaws lend themselves to such efforts because enacting, amending, and repealing bylaws are essentially the only corporate governance actions that shareholders can undertake unilaterally. In this Article I examine thecontested nature of bylaws, the fundamental issues of corporate power and purpose that they implicate, and the differing ways in which state and federal lawmakers and regulators may impact the debate regarding thescope of the shareholders' bylaw authority.

The …

The Blameless Corporation, Larry D. Thompson

Scholarly Works

This article is a clarification and expansion of the author's previous oral statements published in The American Criminal Law Review 46-4--a Symposium Issue on "Achieving the Right Balance: The Role of Corporate Criminal Law in Ensuring Corporate Compliance."

The Four F’S Of Facilitation: The Secret To Successful Meetings, Carol A. Watson, Wendy E. Moore

Articles, Chapters and Online Publications

Facilitating is about successfully guiding a group of people through the process of acting on the tasks that need to be addressed by the group. While facilitating a meeting is easier when you are leading it, even if you are just an attendee, you can still use these secrets of facilitation to improve the meetings you attend.

Corporate Governance Reform In A Time Of Crisis, Christopher M. Bruner

Scholarly Works

In this article I argue that crisis-driven corporate governance reform efforts in the United States and the United Kingdom that aim to empower shareholders are misguided, and offer an explanation of why policymakers in each country have reacted to the financial crisis as they have. I first discuss the risk incentives of shareholders and managers in financial firms, and examine how excessive leverage and risk-taking in pursuit of short-term returns for shareholders led to the crisis. I then describe the far greater power and centrality that U.K. shareholders have historically possessed relative to their U.S. counterparts, and explore historical and …

Effective Project Management: The Art Of Creating Scope Statements, Carol Watson

Articles, Chapters and Online Publications

The first critical step in managing a successful project is to define the scope of the project clearly and fully. The scope statement should include the project's justifications and objectives. It should also describe the project's deliverables and include a budget. The article describes an eight step process for drafting successful scope statements.

Project Management - A Law Librarian Survival Skill, Carol Watson

Articles, Chapters and Online Publications

Outlines best practices for effective project management.