Legal Biography Commons^™

Corporate Governance Speech, Sarah C. Haan

Seattle University Law Review

The State has always regulated the intra-firm communications that make corporate governance possible, most commonly by mandating disclosures of information by a corporation to its shareholders. Some such laws are labeled “securities regulation,” but securities regulation is a broad category that extends to speech by actors who are outside the corporate enterprise as well. Also, the conventional securities regulation category does not capture all such laws; other examples, including informationforcing mandates, can be found in state corporate law. This Article uses the term “corporate governance speech” to describe the communications among shareholders, directors, and officers through which corporate governance is …

Dark Accounting Matter, Colleen Honigsberg

Seattle University Law Review

Physicists calculate that approximately 85% of the matter in the universe is composed of “dark matter” that “does not absorb, reflect, or emit electromagnetic radiation and is therefore difficult to detect.” The S&P 500 currently trades at a price-to-book value of 4.2, suggesting that book value accounts for less than 20% of the S&P 500’s market value. The remaining 80% appears nowhere in these firms’ balance sheets—it is invisible to contemporary accounting techniques and constitutes “dark accounting matter.”

Some “dark accounting matter” is composed of factors commonly described as components of “ESG.” Human capital, for example, is an intangible asset …

The Employees’ Dilemma: Balancing Internal Reporting, Whistleblowing, And Insider Trading Risks, Geeyoung Min

Seattle University Law Review

The Essay examines how recent developments in insider trading regulations and whistleblower reward programs can lead to unintended and counterproductive results of discouraging employees from using internal reporting channels within corporate compliance programs. While the presence of a robust and well-functioning corporate compliance program is a critical factor both in mitigating the level of public enforcement actions against companies and in protecting corporate managers from liability in private litigation, these programs often provide little incentive for employees to report potential misconduct internally.

Corporate compliance programs are designed to promote the upward information flow within the company, which is essential for …

How The Antidiscrimination Law Of Commercial Transactions Really Works, Helen Norton

Seattle University Law Review

A variety of businesses now cite 303 Creative when seeking First Amendment protection for their refusal to serve certain customers based on those customers’ protected class status. How this litigation will play out remains to be seen. But future courts need not, and should not, repeat the 303 Creative Court’s misunderstanding of how the antidiscrimination law of commercial transactions actually works.

Part I of this Essay explains the Court’s longstanding understanding of the antidiscrimination law of commercial transactions, and then describes the Court’s failure to engage with this precedent in 303 Creative. Part II then identifies the 303 Creative decision’s …

Volume 48 Masthead, Seattle University Law Review

Seattle University Law Review

Volume 48 Masthead

Voting Matters: Materiality Considerations And The Shareholder Vote, Renee M. Jones

Seattle University Law Review

For the shareholder franchise to have meaning, shareholders must have access to relevant information to inform their voting decisions. The securities laws’ disclosure requirements play an essential role in informing the shareholder vote.

This Essay focuses on the question of the materiality of information in the context of shareholder voting. It addresses the question of whether ESG-related information is material, positioning the materiality inquiry within the context of shareholders’ voting decisions. It explores the definition of materiality with a focus on the “reasonable investor” concept embedded within the definition. The Essay argues that the implicit expectations of many commentators that …

Volume 48 Masthead, Seattle University Law Review

Seattle University Law Review

Volume 48 Masthead

Understanding The Big Three’S Wavering Support Of Environmental And Social Shareholder Proposals, Jeff Schwartz, Jefferson Jensen

Seattle University Law Review

Because of their substantial equity portfolios, BlackRock, Vanguard, and State Street (the Big 3) are central players in corporate governance. It is, therefore, critical to understand how they vote. One puzzle is that their support for shareholder proposals on environmental and social matters appears to waiver. In 2020, for instance, BlackRock supported 11.1% of environmental proposals at S&P 500 firms. In 2021, it seemingly reversed course, supporting 55.2%. It then flipped again, supporting 32.1% in 2022. Such statistics suggest that the Big 3 are constantly changing their views on these topics. This Article seeks to better understand whether this is …

Volume 48 Masthead, Seattle University Law Review

Seattle University Law Review

Volume 48 Masthead

Green Dividends: A Case Study In Green Dividends And The Conditions For Private Ordering Solutions, Anne M. Tucker

Seattle University Law Review

This Essay introduces a novel private ordering solution to facilitate corporate investments in pro-social and environmental initiatives: Green dividends. Green dividends are an optional increase in shareholder dividends that are returned to the company to be reinvested in environmental initiatives or kept by a shareholder.

Green dividends pose an alternative to the current gridlocked debate that corporations can’t, won’t, shouldn’t, and shouldn’t even try to act in pro-social or environmental ways. Turning the common refrains on their head converts each narrative into an element for a successful private ordering solution: authority, accountability, shareholder buy-in, and government- backed enforcement. With Green …

Does Climate Disclosure Work To Reduce Greenhouse Gas Emissions? Emerging Evidence Suggests Cautious Optimism, Cynthia A. Williams

Seattle University Law Review

Significant regulatory resources have been spent developing global, voluntary climate and sustainability disclosure standards, such as the TCFD, TNRD, and ISSB’s Sustainability and Climate Disclosure standards, or domestically required disclosures, such as in the EU and in the U.S. Thus, it is important to evaluate whether this disclosure, particularly voluntary, qualitative disclosure, will have the power to shift the allocation of capital, will have a significant effect on the management of climate risk within firms, and ultimately will reduce climate change risk and biodiversity loss.

In this Article, several interrelated questions will be discussed. First, what does the empirical evidence …

Hampton L. Carson (1852-1929): Attorney General, Bar Leader, Writer And Collector, Joel Fishman

Law Faculty Publications

Hampton L. Carson (1852-1929) was a law professor, Pennsylvania Attorney General, President of the American, Pennsylvania and Philadelphia Bar Associations, noted orator and prolific writer of legal history and biography, and collector of the largest Anglo-American law books and manuscripts. This article will review his life and work.

Creating U.S. Catholicism, Gerard V. Bradley

Journal Articles

Reviewing, The World and Work of Father John J. Burke: A Mystic in Action by Douglas J. Slawson, St. Augustine's, 600 p, $36.

Judge Edward T. Gignoux — A Personal Appreciation, Frank M. Coffin

Maine Law Review

Most occasions for encomia about judges occur when the subject has departed the scene of his accomplishments. Happily, the subject of this issue of the Maine Law Review is still with us and likely to be so for a long time. He also happens to measure up precisely to the overused word "paragon." I use it in the original Latin sense of "whetstone," something to sharpen against or to compare oneself with. My thesis is that Judge Gignoux gives observers of any age, but particularly the young, an inspiring role model. This volume is felicitously dedicated. The ever-present problem is …

The Constitution Without Tears, Gene Carter

Maine Law Review

The coming plethora of Bicentennial speeches and activities are intended to provide occasions for public figures and private persons to say something helpful to a current and realistic understanding of the role of the Constitution in our daily lives; and, hopefully, something at least modestly expository of our duties as citizens of American constitutional democracy.

The Afro-American And The Constitution: Colonial Times To The Present, James L. Watson

Maine Law Review

The theme of this essay is the Afro-American and the Constitution: Colonial Times to the Present. When I was told about this theme, my first reaction was to follow the advice of the famous black philosopher, Satchel Paige, who said, "Don't look back because what is behind you might be catching up." My discipline, however, forced me to look back at the Constitution and particularly how it has affected black Americans.

A Commemorative, Eric Robert Herlan Editor-In-Chief

Maine Law Review

In this issue the Maine Law Review joins in the national celebration of the Bicentennial of the United States Constitution. Three distinguished federal judges, all of whom are intimately familiar with that great document, have kindly contributed essays to the Review based on speeches they have earlier given for the Bicentennial. We are happy to present these essays, each of which has an important perspective on the Constitution, as our commemorative on this special occasion.

A Genealogy Of Founders, Frank M. Coffin

Maine Law Review

Two hundred years ago this spring George Washington wrote to our fellow Mainer, General Henry Knox, that because of the illness of his mother he would not be able to attend the Philadelphia Convention. If her health had not speedily improved, we might have had quite a different kind of Bicentennial, for both Washington and Benjamin Franklin, though largely silent in the debates, were palpable sources of strength. As it is, we have the happy occasion to celebrate what Everett Ladd has called "the expression of a nation-defining consensus on political values," our nationalizing principle, the one supreme bond linking …

With Thanks From A Student And Alumna, Nancy Diesel Mills

Maine Law Review

On the first day of orientation for my law school class, we sat in the Moot Courtroom. After introductory remarks, the Dean was announced. He wore a button down collar shirt, Rep tie, gray suit, and Bean boots. He welcomed us and he told us how great we were. Mostly, he cracked jokes, some about himself, and rattled whatever it is he keeps in his pockets. It was classic Kinvin; and I knew, then, that I had chosen the right place.

L. Kinvin Wroth: A Personal Canadian Appreciation, Innis Christie

Maine Law Review

I became Dean of Dalhousie Law School in Halifax, Nova Scotia, Canada in July of 1985. Since then Kinvin Wroth has been one of the constants, and one of the big pluses, in my working life.

A Tribute To A Colleague Who Has Endured, Orlando E. Delogu

Maine Law Review

There is a certain vogue in the academic world, and certainly in the field of Law, that would measure one's worthy and real value to the profession by the number of astute moves from school to school made in the course of a career. One hoped to ascend, at four or five year intervavls, an unpublished but generally accepted institutional hierarchy (or pecking order). Each move would be marked by acknowledged teaching accomplishment and scholarly writing. In the professional life well-lived these moves would culminate in a chair or senior professorship at any one of ten or a dozen national …

An Appreciation Of L. Kinvin Wroth, Vincent L. Mckusick

Maine Law Review

Kinvin Wroth is a man who sports many hats. After wearing his Dean's hat for twelve years with confidence and grace, Kinvin, at the end of the year, is taking off that hat and returning to wearing full-time his wide assortment of other headgear. He takes off his Dean's hat just after he reaches the age of 58, at the height of his productive powers of scholarship, teaching, and public service. For many years to come, we of the State of Maine will continue to benefit from his labors, performed under his many other hats. But the end of his …

Remarks By The Chancellor, Robert L. Woodbury

Maine Law Review

In a time when university administrators seem to endure very short terms, it is remarkable that Kinvin Wroth served as Dean for 12 years. At the University of Southern Maine alone, he served with four presidents, four chancellors, four provosts, and a score of colleague deans. His permanent and productive legacy rests in no small part on the length of his commitment as well as its character.

Remembering Robert H. Mckinney, James Owsley Boyd

Keep Up With the Latest News from the Law School (blog)

The Maurer School of Law is mourning the passing of its graduate Robert H. McKinney, a visionary attorney, businessman, civic leader, and philanthropist, who died over the weekend at his home in Michigan. He was 98.

McKinney enrolled at the IU School of Law in Indianapolis after his World War II duties, but was recalled to active duty during the Korean War. McKinney transferred to IU’s law school in Bloomington, where he graduated in 1952.

He remained actively involved with both law schools—and the university—for more than 70 years. In 2011 the IU School of Law in Indianapolis was renamed …

Dean Christiana Ochoa And 12 Maurer Alumni Named Indiana 250 Honorees, James Owsley Boyd

Keep Up With the Latest News from the Law School (blog)

What do Indiana Fever star Caitlin Clark, record-setting racecar driver and team owner Michael Andretti, Indianapolis Colts owner Jim Irsay, broadcasting icon Pat McAfee, and Indiana Law Dean Christiana Ochoa have in common?

All are among this year’s list of Indiana 250 honorees, recognizing some of the most influential and impactful leaders across the state, a list that also includes a number of Maurer School of Law alumni.

“The evolution of the Indiana 250 over time is one of our favorite things about it—and the reason we update the list annually,” said Nate Feltman, CEO and owner of IBJ Media. …

A Short History Of The Interpretation-Construction Distinction, Gregory Klass

Georgetown Law Faculty Publications and Other Works

This document collects for ease of access and citation three of my posts on the New Private Law Blog, which chart the conceptual history of the interpretation-construction distinction. The posts begin with Francis Lieber’s 1939 introduction of the concepts, then describes Samual Williston’s 1920 account of the distinction in the first edition of Williston on Contracts, and concludes with Arthur Linton Corbin’s 1951 reconceptualization in the first edition of Corbin on Contracts. The posts identify two different conceptions of the distinction. Under the first (Lieber and Williston), construction supplements interpretation. Under the second (Corbin), the two activities complement one …

Supplementing The Record: The Life And Career Of Judge Edmund L. Palmieri, Todd C. Peppers, Bridget Tainer-Parkins

Scholarly Articles

For approximately ninety years, lower federal court judges have hired law clerks to process the work of the courts. While the law clerks typically go on to successful careers as attorneys, law professors, government officials, and judges, it is rare that the former apprentices become so famous that their mentors are lost in their oversized shadows. This is the case, however, for former federal district court judge Edmund L. Palmieri. A highly respected jurist who sat in the Southern District of New York for over three decades, Palmieri has seemingly become the answer to the following trivial pursuit question: “What …

Henderson And The Objective Observer Standard: The Future Of Race-Conscious Standards Post-Students For Fair Admissions, Gabriela Dionisio

Seattle University Law Review

On June 29, 2023, the Supreme Court of the United States decided Students for Fair Admissions v. President & Fellows of Harvard College, which struck down race-conscious admissions policies. Within just a year after its ruling, Students for Fair Admissions has already had a sweeping impact, reaching beyond higher education. Although the Supreme Court did not indicate whether Students for Fair Admissions applies to sectors beyond higher education, law firms, and other employers have already modified their diversity policies and initiatives, erasing race and company diversity considerations. Given those dramatic changes, there is growing fear that Students for Fair Admissions …

Same Crime, Different Time: Sentencing Disparities In The Deep South & A Path Forward Under The Fourteenth Amendment, Hailey M. Donovan

Seattle University Law Review

The United States has the highest incarceration rate of any country in the world. The American obsession with crime and punishment can be tracked over the last half-century, as the nation’s incarceration rate has risen astronomically. Since 1970, the number of incarcerated people in the United States has increased more than sevenfold to over 2.3 million, outpacing both crime and population growth considerably. While the rise itself is undoubtedly bleak, a more troubling truth lies just below the surface. Not all states contribute equally to American mass incarceration. Rather, states have vastly different incarceration rates. Unlike at the federal level, …

Public Primacy In Corporate Law, Dorothy S. Lund

Seattle University Law Review

This Article explores the malleability of agency theory by showing that it could be used to justify a “public primacy” standard for corporate law that would direct fiduciaries to promote the value of the corporation for the benefit of the public. Employing agency theory to describe the relationship between corporate management and the broader public sheds light on aspects of firm behavior, as well as the nature of state contracting with corporations. It also provides a lodestar for a possible future evolution of corporate law and governance: minimize the agency costs created by the divergence of interests between management and …