ProfessorBainbridge.com

What are the most over studied problems in corporate law?

Dave Hoffman recently posted on the question of whether corporate veil piercing is really the most frequently litigated issue in corporate law, to which I responded (civilly, mind you) by posing a question of my own. In response, Hoffman wrote:

I suppose I care, mildly, because it might be that attention better spent on other issues in corporate law, like someone's ... nontraditional ... theories of director primacy, has instead been diverted to veil piercing on the theory that piercing is more practically important than it is.  And because if if you search the web, you'll find dozens of companies puffing this exact claim to sell you their incorporation products and advice.  Or it might be that the question is worth asking simply for love of the game.

The love of the game answer is, of course, unresponsive because the same answer would justify paying attention to veil piercing.

Hoffman's other point, however, is both responsive and quite interesting. In effect, he's asking what corporate law topics get more attention from legal scholars then their real world importance merits and which topics get too little attention given their real world importance. And that's a question worth thinking about, because it implies that we corporate law scholars are collectively falling down on the job. Put another way, we're exhibiting classic herding behavior by collectively beating a few horses to death.

So what would go on my list of topics to which we devote too much attention? Please note, that I'm not necessarily saying these are unimportant topics. I'm just saying they get more attention than necessary. So here are some candidates, in no particular order. 

• Whether the corporation is a nexus of contracts
• Corporate philanthropy
• Corporate social responsibility
• Predicting what Rawls or Dworkin would say about anything remotely related to corporate law
• The Perlman v. Feldman suite of issues
• The utility of rational actor models in the law and economics of corporate governance
• Anything having to do with the Constitution and corporations
• Insider trading? (Very important, of course, but written to death)
• Executive compensation (ditto)
• Agency costs (ditto)
• Corporate takeovers (ditto, at least back in the day)
• The race to the bottom
• Fiduciary duty of directors in the vicinity of insolvency
• A federal law of corporations
• Corporate personhood

Mea culpa.

I'm opening comments on this post, for on topic non-anonymous suggestions only.

Tom Mengler: I knew him when

When I first arrived at the UIUC College of Law as a brand new law professor, one of the first people to befriend me was a junior civil procedure professor named Tom Mengler. Tom was a wonderful teacher and scholar, as well as a kind and generous person with great judgment. After Illinois went through a couple of disatrous failed deadships and dean searches, the powers that be finally decided to take a chance on the then still quite young Mengler. Tom did a great job as Dean at Illinois. Indeed, the prospect of continuing to serve under his leadership was one of the few factors that weighed in favor of staying at Illinois when I was offered my current job at UCLA. (Sorry, Tom, but not even your leadership could overcome the disparity in weather!) Tom went on to a successful deanship at St Thomas and has now been named President of St. Mary's University -- the first lay President in the University's history, no less. 

Elizondo said that Mengler's experience in academics, fundraising and his “firm foundation in faith” were reasons he stood out.

As dean for the past 10 years, Mengler guided the School of Law to several important milestones, including American Bar Association accreditation, the $100 million mark in fundraising and hiring a nationally recognized faculty, according to a St. Thomas news release.

I'm not surprised Tom has had this record of success. He took to academic administration like a duck to water, But I'm proud to say that I knew him when ....

Should students profit off my classes? And, if so, how I could strike back.

California Watch reports:

California State University and University of California campuses are taking new steps to limit what students can do with their class notes: At least one CSU Chico student recently was reported to judicial affairs for selling notes to a website, while a newly updated UC Berkeley policy restricts how students share their notes with others. ...

The CSU and UC systems have made efforts to shut down private note-selling websites for some time. As early as 1999, the note-selling website Versity.com sparked officials' furor at UC Berkeley. In fall 2010, CSU sent a cease-and-desist order to NoteUtopia, which allows students to upload course notes, study guides and outlines to a website, then set a price and earn cash for their work. 

More recently, both UC and CSU have sent cease-and-desist letters toNotehall, a note-selling website owned by Santa Clara-based Chegg. ...

The letter from CSU to Chegg cited CSU's own student policies and the California Education Code, both of which prohibit selling, distributing or publishing class notes for a commercial purpose.

Personally, I tend to agree with those who think this is making a mountain out of a molehill:

"Given the amount of money students are paying to go to school right now, to ... confront them with these policies and say, 'You don't even have the right to use your own notes any way you want,' seems to be the wrong message to be sending," said Jason M. Schultz, assistant clinical professor of law at UC Berkeley and director of the university's Samuelson Law, Technology & Public Policy Clinic. 

Precisely. Besides which, I've figured out a much more fun solution to the problem: I'm going to buy some of these note sets and outlines being sold for my classes. I'll go through them and find all the mistakes. And then I'll write exam questions testing on those very same mistakes. If we all did that, the market would dry up pretty quick.

Today's procrastination project

So I set up a Google Scholar page to track citations to my work [Insert self-deprecating reference to Carly Simon's "You're So Vain here]. Although I'm well familiar with Brian Leiter's citation count system, in which I've done quite well [Insert another self-deprecating reference to Carly Simon's "You're So Vain here], Google Scholar uses a different set of citation indices:

All Since 2007 Citations 4435 2230 h-index 36 27 i10-index 56 45

So today's procratination project is figuring out whether, say, an h-index of 27 is good, bad, or mediocre.

In any case, it was interesting to see which of my articles and books are most frequently cited. Several projects over which I slaved long hours and ended up being quite proud of are disappointingly low on the list. I would have hoped that my treatise Corporation Law and Economics would have garnered more cites, for example, considering it was the biggest project of my professional life. I am pleased to see, however, that my main article on director primacy is my most frequently cited work. It's certainly the piece of which I am most proud and the one I think made my most important contribution. [Insert a particularly self-deprecating reference to Carly Simon's "You're So Vain here]

How not to memorialize a former law professor

I hope there's a very funny joke in the backstory to this report from ATL:

While other law schools memorialize their noteworthy alumni with their name on a moot court room or on a co-curricular competition, BYU has stooped to a new low and now memorializes its alumni on trash cans.

The trash can isn’t dedicated to an alumnus, but rather, a professor emeritus of the law school. ProfessorEdward L. Kimball, who retired in 1995, used to teach criminal law, and was one of the original members of the BYU Law faculty. Here’s how the law school has chosen to honor Professor Kimball (click to enlarge):

The plaque on the Little Garbage Pail That Could reads: “The Edward L. Kimball Memorial Trash Can.” 

When I pass on, I'm hoping UCLA at least names a bathroom for me instead of a trash can!

Update: Apparently it was Kimball's idea:

Professor Kimball was noted for two things: First, he had a dry sense of humor; and second, he did not take himself too seriously.

When he and his wife, Bea, gave a generous gift to the law school, the development officer indicated that there would be a plaque honoring them on the wall near the Moot Court Room. Professor Kimball objected and indicated that he would prefer to have a large, gold trash can placed in the foyer of the law school with a very small plaque stating: The Edward L. Kimball Memorial Trash Can.

Professor and Mrs. Kimball hoped that the “trash can” would bring a smile to students or visitors who read the plaque.

Sounds like an interesting guy.

Taking law school fundraising a step too far

ATL:

Harvard has never been shy about naming things after big donors. Remember, the university itself is named after a guy who made one of the wisest donations of books ever. [The new law school] Wasserstein Hall contains the Caspersen Student Center, and enough commemorative plaques to fill a plaque store.

The building also contains the Falik Men’s Room.

No, I didn’t make that up. I’m not that clever. I’ve got pictures. ...

Naming a bathroom? With that name? It's taking Sextonism to a very bad new place.

Join me at UCLA as a Milken Teaching Fellow

I've been asked to post this announcement. I might add that the fellows get the additional benefit (?) of working with yours truly:

Introduction

• The Lowell Milken Institute for Business Law and Policy at UCLA School of Law is now accepting applications for the Lowell Milken Institute Law Teaching Fellowship.
• This fellowship is a full-time, year-round, one or two academic-year position (approximately July 2012 through June 2013 or June 2014).  The position involves law teaching, legal and policy research and writing, preparing to go on the law teaching market, and assisting with organizing projects such as conferences and workshops, and teaching.  No degree will be offered as part of the Fellowship program.

 

Eligibility

• Fellowship candidates must hold a JD degree from an ABA accredited law school and be committed to a career of law teaching and scholarship in the field of  business law and policy.  Applicants should have demonstrated an outstanding aptitude for independent legal research, preferably through research and/or writing as a law student or through exceptional legal experience after law school. Law Teaching Fellowship candidates must have strong academic records that will make them highly competitive for law teaching jobs.

 Fellowship Requirements

The Fellowship program is year-round, over one or two academic years, during which time the Fellow will:

• complete at least one substantial scholarly publication and present the publication as a work-in-progress to the UCLA School of Law faculty;
• teach at least one class per academic year of the appointment;
• work closely with a faculty mentor in order to observe and participate in teaching, as well as to complete a publishable scholarly piece;
• assist the Institute’s Executive Director with other projects relating to the Institute’s work, including organizing conferences and other events,  research, publications, public education and outreach efforts;
• permit the Institute to publish any article(s) resulting from the Fellowship—as long as such publication will not interfere with the Fellow’s ability to publish such articles in a law journal; and
• acknowledge the Institute’s assistance in any published work that is facilitated by the Fellowship.

 

Fellowship Benefits

The unique features of this Fellowship include opportunities to:

• develop expertise in business law and public policy;
• work with a faculty mentor;
• develop expertise in business law teaching;
• complete a published piece of research before entering the law teaching market;
• obtain faculty recommendations and support for law teaching jobs;
• participate in the rich mixture of scholarly symposia, invited lectures, and conferences of the Lowell Milken Institute for Business Law and Policy; and
• participate in UCLA School of Law’s rich interdisciplinary scholarly symposia, lectures, and conferences.

 

Application Material and Deadlines

To apply for the 2012-2013 Lowell Milken Institute Law Teaching Fellowship, please submit the following materials by March 1, 2012:

• A cover letter summarizing your qualifications for the fellowship;
• A current resume, including a list of published works;
• An official law school transcript;
• Contact information for three references, including at least one from a law school professor familiar with your scholarly potential;
• A detailed research proposal, no longer than five single-spaced pages in length; and
• A description of teaching interests (course abstract and plan for class or seminar preferred)

Interested candidates should submit materials as a single PDF or Word.doc file to estrada@law.ucla.edu.

Equal Opportunity Employer

The University of California is an affirmative action/equal opportunity employer, and seeks candidates committed to the highest standards of scholarship and professional activities and to a campus climate that supports equality and diversity.

 

The interactive third edition of Klein, Ramseyer & Bainbridge's case book on Agency, Partnership, and Limited Liability Entities

I just got the author's copies of the new edition of our agency case book and I think it looks great. There are a lot of new features, including several new cases:

• Rash v. Intermediate, Ltd.
• Davis v. Loftus
• Sandvick v. LaCrosse
• Nemec v. Shrader
• RNR Investments Ltd. Partnership v. Peoples First Community Bank
• Fisk Ventures, LLC v. Segal
• Gottsacker v. Monnier
• Racing Investment Fund 2000 LLC v. Clay Ward Agency, Inc.
• R&R Capital v. Buck & Doe Run Valley Farms.

The book also contains many points for discussion, hypotheticals, and executive summaries.

I think the most exciting feature, however, is that this is our first interactive case book. Working with Foundation Press, we have created a learning resource we believe is more in tune with the ways that law students think and learn today. As we know, students are familiar with online legal research resources and accustomed to electronic materials. Accordingly, an electronic version of Agency, Partnerships and Limited Liability Entities accompanies the print version to provide students with interactive study and research tools that include:

• Hyperlinks to westlaw.com that provide full text of cases, statutes, Restatements, and articles
• A searchable text function that allows users to highlight and annotate selected text
• Live links to related websites and other online material

Each book includes a keycode that provides access to the online version of the book for 12 months. Students interested in purchasing only the online version may do so at store.westlaw.com. This should help make the case book both more user friendly and, at least in its digital form, less expensive.

A case of actual bias?

I'm on record as believing (1) that there is a bias against hiring conservatives in legal education and (2) that that bias has more to do with network effects that actual subjective intent. Note I said "more to do." It's not all network effects. There are die-hard left-liberal law professors who simply will not vote to hire anyone to the right of, say, Bill Clinton.

It looks like we may have a case in point at the University of Iowa. Walter Olson has been on top of this story for a while, but the case is so obvious that even the NY Times deigned to cover it. In the Times report, we learn that a conservative law faculty applicant may have generated opposition expressly on the basis of her politics:

“Frankly, one thing that worries me is that some people may be opposed to Teresa serving in any role, in part at least because they so despise her politics (and especially her activism about it),” Associate Dean Jonathan C. Carlson wrote in 2007 to the law school’s dean, Carolyn Jones.

Personally, I can think of a hell of a lot of my colleagues at UCLA and formerly at Illinois for whom I would not have voted if I had taken into account their left-liberal activism. But I didn't oppose them, because that's profiling and profiling is wrong (or so they tell me).

AALS: A Learned Society or a Bunch of Left-Liberal Busybodies?--Reposted

Here's another old post on the AALS, which I'm bringing to the front in celebration of the 2012 annual meeting, which I'm not attending. This one's from 2010:

Anticipating the forthcoming annual meeting of the Association of American law schools at the end of this week, Trey Drury poses the following question: When Did the AALS Become an Issue Advocacy Organization, or Does the AALS Really Think New Orleans Health Care Workers are Bigots?

The short answer is that the AALS is a typical example of the modern academic organization: It's not a learned society.  instead, it's basically an association of left-liberal busybodies who care mostly about two things; to wit, (1) maintaining their cartel and (2) politically correct, multicultural identity politics.

Some of us have been around long enough to have gone down this road at least once before. As recently as 2008, for example, there was an enormous controversy within the AALS because, as David Bernsteinrecounts, "because the owner of one of the hotels [at which the conference was being held], Doug Manchester, donated $125,000 to to support an initiative banning same-sex marriage in California." Other highlights of the AALS' ideological crusades include:

• The 1990 decision to ban discrimination based on sexual orientation in its member law schools, which had the effect of requiring law schools to ban military recruiters and also complicated life for some religiously-affiliated law schools
• The AALS' continuing refusals to allow the National Association of Scholars, the Federalist Society, or the Christian Law Professors Fellowship to hold their functions at annual meeting hotels or to advertise them in the program
• The AALS' opposition to the Solomon Amendment
• The AALS' opposition to Proposition 209 and similar litigation and referendum challenges to affirmative action
• The AALS' insistence on racial and gender diversity in selecting speaker panels, while ignoring intellectual diversity
• The AALS' hostility to institutional pluralism, which has sometimes resulted in heavy handed enforcement of certain accreditation standards on religiously-affiliated law schools

I'm not the only curmudgeon who thinks the AALS is driven by left-liberal ideology. In a January 3, 2000, Washington Post op-ed, Charles Fried wrote that:

The central theme of the annual meeting of the Association of American Law Schools (AALS), which begins this week in Washington, is "A Recommitment to Diversity." The only plenary panel consists of the head of Bill Clinton's civil rights division, a gay rights and disability rights activist, a former lawyer for the Mexican American Legal Defense Fund and a critical race theorist.

All estimable people, and in a sense quite diverse, but in case you didn't get the point the program announces, "In the last several years, an assault has been launched against diversity efforts. Court decisions . . . as well as statewide referenda . . . have limited affirmative action and diversity efforts. These actions go to the very heart of the diversity goals of the AALS." 

Of course the term "affirmative action" means racial preferences, and "diversity" means diversity as defined by the racist census categories enshrined in much of our preferential and set-aside legislation and programs. As the roster of speakers and topic announcement make clear, diversity certainly does not mean -- though this is supposed to be a meeting of scholars and intellectuals -- diversity of ideas or points of view, unless your idea of diversity is the full gamut of opinions from left to far left. 

The AALS approach is striking because meeting at the same time in the same city, the law teachers sections of the Federalist Society and the National Association of Scholars -- both routinely dismissed as "right-wing" and "conservative" -- have mounted discussions of related topics that are genuinely and studiedly diverse in the only sense relevant to academic discourse: diverse in the points of view presented. 

But these groups are prohibited from meeting in the same hotel as the AALS or publicizing their panels in its literature (as is the Christian Law Society). On the other hand the avowedly leftist Society of American Law Teachers is welcomed to the party with full courtesies.

A decade later, those groups are still banned and the AALS idea of diversity still runs only from "left to far left."

In his essay Legal Education's "Learned Society," Professor Erik Jensen "discusses the politicization of the Association of American Law Schools as evidenced by two events: the 2000 Annual Meeting of the Association and a fracas that occurred during the author's tenure as an editor of the Journal of Legal Education, published by AALS."

I wish I had ideas about how AALS could be reestablished as an apolitical organization, but I don’t. The positions that AALS takes reflect generally popular ideas in the legal academy; they’ve been institutionalized within American law schools one-by-one (with a few exceptions) and within the organization that represents nearly all of those schools.

But I can suggest a starting point for moving in the right direction: trying to appear fair. AALS meetings should be open to all organizations dealing with legal education, and AALS should be willing to publicize the programs of alternative organizations. If AALS is going to continue its current exclusionary policy for Annual Meetings, it should be forced to defend that policy publicly in a substantive way. And AALS officials shouldn’t accept charges of racism without at least pretending to afford procedural protections to the accused parties.

None of those suggestions should be controversial. That each would be resisted unfortunately says a great deal about the Association of American Law Schools today.

That none of these proposals have been implemented a decade later says even more. After all, as Fried concluded:

Intellectuals have influence only if they have fresh ideas to respond to fresh realities, and the fortress mentality reflected in this pathetic performance of the AALS cannot possibly produce anything new. Those who highhandedly would design a program such as this and propose it as a serious academic exercise hope somehow to exert influence. Instead they discredit themselves and condemn their voices to irrelevance.

 

AALS Panels: "informative and engaging"?--Bumped

The 2012 AALS meeting is starting. So I may bump up a few oldies but goodies in which I share my thoughts about that learned organization.

Solango Maldonado identifies a couple of AALS annual meeting panels that are sure to be "informative and engaging." Richard Albert can barely constrain his excitement: "The AALS has assembled a terrific program. There are so many panels I can't count them all!"

I haven't been to every AALS annual meeting since I joined the profession back in 1988, but I've been to a lot ... and can count the number of "informative and engaging" panels I've seen on the fingers of one hand.

I've come to agree with Brian Leiter:

Complaints about the AALS are legion among law professors: the organization's relentless political correctness (without regard to the diversity of views among its members), its inability to stage real scholarly conferences, and its intrusive, and again largely politically motivated (when not cartel-motivated!), regulation of law schools. ...

 

Complaints about the AALS annual meeting are particularly common, such as this one from a prolific young scholar about the recent meeting Atlanta:

"The panels were okay, though I think I'd prefer the format of real academic conferences. Trying to be timely produces pretty half-baked comments, in my opinion. I mean, is a four person, three hour discussion about Guantanamo Bay going to change any minds or shed significant light on the relevant constitutional issues? Hardly."

Panels in which speakers haven't prepared papers, and in which they appear to have only thought about the topic ten minutes earlier, are all too common.

I also mostly agree with Orin Kerr:

Over at Brian Leiter's Law School Reports, Brian comments on the upcoming Association of American Law Schools January meeting for law professors: "[M]y sense is that specialist meetings of scholars have completely displaced the AALS as the destination of choice for those looking for conferences with intellectual content. Am I wrong?" Brian is quite right. This year's panels look unusually good, but in past years I've been significantly underwhelmed. 

  Of course, that doesn't mean the AALS January meeting has no purpose at all. As I see it, it serves at least five critical purposes, in descending order of importance: (1) It provides law professors with an all-expenses paid trip to the city where the conference is being held (this year, New York); (2) It provides professors an opportunity to sample the culinary delights of that city (figures Solove would be way ahead of me there); (3) For conservatives and libertarians, it provides a trip to the Federalist Society's shadow conference, always held near the AALS meeting and generally rich in intellectual content (and always with lots of co-conspirators); (4) For blog readers, it puts you in town for the annual CoOp/Prawfs happy hour; and (5) It provides a chance to roll your eyes at the bland and meaningless theme the conference organizers come up with, this year being "Reassessing Our Roles as Scholars and Educators in Light of Change." Uh huh.

As for Orin's positive reasons, the drawback of point # 1 is that the AALS mostly rotates within a very limited number of cities and after 22 years in the business I've been to almost all of them. Plus, it's a crappy time of year for vacations. Point # 2 holds mostly for New Orleans. Point 3 is perfectly true. Point 4 doesn't apply to those of us who are antisocial. Point 5 is true, but can also been done in the comfort of your home institution's faculty lounge.

So what do you think: Is the AALS annual meeting "informative and engaging" or a major league suckfest?

Fershee on why Larry Ribstein mattered

Joshua Fershee offers up a touching appreciation of my late friend Larry Ribstein, which also has a nice comment about yours truly. I'm missing Larry a lot.

Burying the hatchet

Over at Brian Leiter's blog, the Coffee v. Romano, Ribstein, and Bainbridge tiff continued with an exchange between Coffee and Romano. At the end of the post, however, Brian posts the following message from Professor Coffee:

"Given that we are at Christmas Eve, I would like to close off this dialogue by clearly expressing my view that Professors Romano, Bainbridge and Ribstein are all highly creative and original scholars (with whom I sometimes, but not always, disagree strongly).  Professor Romano is quite correct that my Cornell paper as of the conference date had many incomplete or missing footnotes.  To that charge, I do plead guilty. Seasons Greetings to all."

With Christmas just behind us and the incredibly shocking passing of my dear friend Larry Ribstein, I look back on this tiff and am reminded of the aphorism that academic politics are so vicious preciserly because so little is at stake. I very much appreciate Professor Coffee's final comments and reciprocate. He is deservedly one of the giants of the field and he ended up taking a very classy position. As far as I'm concerned, this hatchet is buried.

UIUC College of Law Obituary for Larry Ribstein

Here

Larry Ribstein, RIP

I was stunned and deeply saddened to learn that my dear friend Larry Ribstein has passed away. The news came via an email from our mutual friend Henry Manne and has been confirmed on several blogs. 

The first time I met Larry, I thought he would make a brilliant Mephistopheles. He was lean in body with sharp and angular facial features, ever so slightly swarthy, and somehow just a little scary. As I got to know him over many years, of course, I learned that he was a brilliant scholar with a wide array of interests, an incisive mind, a vast store of learning, and a talent for getting to the heart of the matter, but also that he was a great person and someone whose company was always a treat.

Larry's scholarship ranged widely. He wrote frequently on securities regulation, with an especial emphasis on the ways securities regulators and legislators tended to err in response to financial crises. See, for example, his brilliant book The Sarbanes Oxley Debacle (co-authored with Henry Butler), which greatly influenced my own thinking in this area. He provided devastating critiques of the tendency to criminalize agency costs. He made contributions to the literature on federalism that ranged from corporate law to marriages.

Larry is probably best known, of course, for his work on "uncorporations," to use his awkward neologism. I.e., agency, partnerships, and, especially, limited liability companies. His book The Rise of the Uncorporation remains the single best book I've ever read on the subject.

Yet, I liked best -- and I suspect he did too -- his work on how lawyers and businessmen are portrayed in movies. Larry loved movies and was one of the few people to successfully turn that love into serious scholarship. His essay, Wall Street and Vine: Hollywood's View of Business (March 8, 2009) has been downloaded over 1100 times at SSRN. As the abstract explains: "American films have long presented a negative view of business. This article is the first comprehensive and in-depth analysis of filmmakers' attitude toward business. It shows that it is not business that filmmakers dislike, but rather the control of firms by profit-maximizing capitalists. The article argues that this dislike stems from filmmakers' resentment of capitalists' constraints on their artistic vision. Filmmakers' portrayal of business is significant because films have persuasive power that tips the political balance toward business regulation."

Sadly, I had never had the opportunity to work with Larry on a joint scholarly project. Next year, however, he was to contribute a paper to a volume of essays on insider trading that I will be editing. I was looking forward to working with him on that project. Now both the book and the experience will be all the lesser for his absence.

In recent years, of course, Larry and I shared an interest in blogging. Larry frequently commented on my posts, not always favorably, but always incisively and in the spirit of intellectual debate. As Ted Frank observed, Larry was "an intellectually honest [friend] who wouldn't hesitate to tell you when he thought you were wrong (which happened several times a year to me)." Me too. So I not only enjoyed our back and forths tremendously, I always came away from them feeling I had learned something useful.

I will miss him. A lot.

My condolences and deepest sympathy go out to his wife Ann and the rest of his family.

Excerpts from tributes elsewhere:

Todd Henderson: "I will consider it a life well lived if when I die there is at least one person left behind who feels as I do about Larry." Ditto.

Larry Solum: "My former colleague and dear friend Larry Ribstein passed away this morning.  Ribstein had a powerful intellect and iron will.  His contributions to legal scholarship are many.  In recent years, he has been best know for his work on the "uncorporation"--the move away from the corporate form of business organization, and for his work on jurisdictional competition and choice of law. ...  I have fond memories of many long discussions with Ribstein.  He defended his vision of law with a tenacity and rigor that is rare, even among law professors."  

Josh Wright: "Larry was — as those who crossed his path in legal academia know — a force to be reckoned with.  He pursued his research interests — from corporate law and jurisdictional competition to the reform of legal education — with a passion not rivaled by many in the academy.  The legal academy will be worse off for losing Larry’s voice as a scholar."

Geoff Manne: "The intellectual life of everyone who knew him, of this blog, and of the legal academy at large is deeply diminished for his passing."

Ilya Somin: "My personal favorite among his many excellent works is his recent book The Law Market (coauthored with Erin O’Hara), which is perhaps the best recent book on the potential benefits of competition between state legal systems in American federalism."

Ted Frank:

I cannot begin to say how devastated I am at the sudden death of Larry Ribstein this morning, just two days shy of his fortieth wedding anniversary. Larry was so creative and innovative in so many fields (this is just how many times we cited to him since February, including just this week), I often found myself wishing that there were several Larrys because everything he wrote had such opportunity cost for other things he didn't have time to write. I was always begging him to write for me when I was at AEI, and the time he said yes, he (with Henry Butler) turned out the important The Sarbanes-Oxley Debacle, a devastating and persuasive takedown of the new law. I'd end up plagiarizing Professor Bainbridge's summary of the rest of Ribstein's body of work to discuss the rest of it, so I'll refer you to his thorough post. In area after area—overcriminalization, overregulation, popular-culture portrayal of business, the cartelization of legal practice and education—he was often close to alone in taking important contrarian positions. If I found myself disagreeing with Larry, I knew it meant I'd better put some soul-searching and analysis into my own position; if I hadn't already thought about an issue of corporate law or federalism, I knew I could scan Ribstein's work on the subject to have a good starting point. So not only do we not have the three or five Larry Ribsteins we needed, we now don't even have the one, and we're poorer for it.

But beyond the loss to legal scholarship is the loss of a good person. Larry was also a friend, but an intellectually honest one who wouldn't hesitate to tell you when he thought you were wrong (which happened several times a year to me). But that made it all the more flattering when he demonstrated support, and he was an early supporter of mine when it was far from clear that my hare-brained quixotic scheme would accomplish anything. I'm going to miss him a lot. Condolences to his family and friends.