ProfessorBainbridge.com

On the road again

I'm off tomorrow morning to the University of Delaware, where my friend and law school classmate Charles Elson heads the Weinberg Center for Corporate Governance at the Lerner College of Business and Economics. Elson and Professor April Klein of New York University are hosting a conference on “Corporate Governance and Managing Firm Risk” on October 1 & 2, 2009. It "will examine risk mitigation strategies and the causes of current financial crisis. The Conference features a keynote address by Professor Robert Engle, Nobel Laureate and Professor of Finance at New York University’s Stern School of Business." 

The conference will also feature a presentation by yours truly based on my paper, Caremark and Enterprise Risk Management. 

Abstract: The financial crisis of 2008 revealed serious and widespread risk management failures throughout the business community. Shareholder losses attributable to absent or poorly implemented risk management programs are enormous.

Efforts to hold corporate boards of directors accountable for these failures likely will focus on so-called Caremark claims. The Caremark decision asserted that a board of directors has a duty to ensure that appropriate "information and reporting systems" are in place to provide the board and top management with "timely and accurate information." Although post-Caremark opinions and commentary have focused on law compliance programs, risk management programs do not differ in kind from the types of conduct that traditionally have been at issue in Caremark-type litigation.

Risk management failures do differ in degree from law violations or accounting irregularities. In particular, risk taking and risk management are inextricably intertwined. Efforts to hold directors accountable for risk management failures thus threaten to morph into holding directors liable for bad business outcomes. Caremark claims premised on risk management failures thus uniquely implicate the concerns that animate the business judgment rule's prohibition of judicial review of business decisions. As Caremark is the most difficult theory of liability in corporate law, risk management is the most difficult variant of Caremark claims.

Vice Chancellor Leo Strine will be commenting on the paper. Should be an interesting discussion, especially since my paper argues Strine's decision in Guttman v Huang put this area of the law on the wrong footing.

AALS Rip-Off

A while back, I agreed to be on a panel presentation by the AALS Section on Business Associations. I had not planned on attending AALS, but the person who asked is a friend to whom I would hate to say no.

My plan all along has been to fly in the night before, give my talk at the 9am session, and fly home immediately thereafter.

Even though the only AALS event I'll be attending is the talk to which I was invited, the AALS says I have to register for the convention and pay the whopping $425 registration fee.

Brian Leiter actually backed out of an AALS speaking commitment over this issue a few years ago:

On October 8, 2003, I sent the following letter to Jane La Barbera, the Associate Director of the AALS, in response to her letter "confirming" my participation on the panel noted above:

"I am writing in reply to your October 1 letter confirming my having agreed to participate in a session at the Annual Meeting for the section on Legal Scholarship. In your letter you state: “The AALS Executive Committee has asked the staff to remind each participant that by agreeing to speak at the Annual Meeting, you are also agreeing to pay the registration fee.”

"In agreeing to speak I explicitly did not agree to pay the outrageous registration fees that the AALS extracts from participants. I did agree to speak for free, but I’m not going to pay for that privilege. In my own case, I will be arriving late on the Saturday, am scheduled to speak on Sunday morning, and then will be leaving Atlanta that afternoon. I am not going to squander over $300 [Note: it's closer to $400] of my law school’s money for registration fees under these circumstances.

"The AALS Executive Committee has asked you to inform participants that they “agreed” to something they didn’t agree to no doubt because other participants in the past have resisted being exploited like this. There are many law professors who are angry both about the exorbitant fees the AALS charges and who are also in my situation, i.e., only attending the conference because they were asked to speak.

"Two years ago, I raised this issue with then–President Mary Kay Kane. I see, alas, that nothing has changed. I am cc’ing both the current and incoming President; perhaps they will take up the issue. Professor Tushnet wants to make the annual meeting a more scholarly event, a move I applaud; but one way to help achieve that goal is to stop ripping off the speakers. I am also cc’ing Professor Sherwin, who had kindly extended the invitation to me to speak at the Legal Scholarship session.

"In sum, I did not agree to pay, and I will not pay, the registration fee for a conference that I won’t be attending, except to participate as an invited speaker—not an attendee—at one session. If that is unacceptable to the AALS, please notify me in writing promptly, before I make any travel arrangements."

For my trouble, I was treated to an abusive reprimand by a senior officer of the AALS, who apparently thinks there is nothing wrong with charging $400 for the privilege of speaking at the AALS. This officer objected to the tone of my letter (what else is new?), and accused me of arrogance for acting as though I had nothing to gain from the AALS conference. Since I'd said nothing about my reasons for not attending more of the conference, this was pure churlishness. I pointed out to him the reason for my having to come and go so quickly was a family wedding.

Tempting as that solution is, I don't want to leave the panel's organizer in the lurch. It will, however, be a cold day in hades the next time I agree to do anything for the AALS.

New Vice Chancellor

Via Francis Pileggi, we learn that "J. Travis Laster was confirmed [last week] by the Delaware Senate to become the newest Vice Chancellor on the Court of Chancery for the State of Delaware."

Like yours truly, Laster is an alum of the University of Virginia School of Law, where he has taught courses as an adjunct professor.

His other credentials are equally sterling, so he should be a fine addition to an already strong bench.

World of Warcraft in the Delaware Chancery

Francis Pileggi offers a concise legal analysis of the Delaware Court of Chancery's decision in Wayne County Employees’ Retirement System v. Corti, 2009 Del. Ch. LEXIS 126 (Del. Ch. 2009), in which shareholders challenged a transaction by which Vivendi S.A. obtained a majority of the voting stock of Activision, Inc.—the makers of the computer game World of Warcraft.

As he discusses, the case is highly instructive with respect to disclosure and Revlon duties.

Conference Board Speaks on Executive Comp

The Conference Board's Task Force on Executive Compensation has issued its report, available here. It sets out 5 "guiding principles," whose level of generality makes them relatively useless as operational guidance:

Principle One—Paying for the right things and paying for performance

Compensation programs should be designed to drive a company’s business strategy and objectives and create shareholder value, consistent with an acceptable risk profile and through legal and ethical means. To that end, a significant portion of pay should be incentive compensation, with payouts demonstrably tied to performance and paid only when performance can be reasonably assessed.

Principle Two—The “right” total compensation

Total compensation should be attractive to executives, affordable for the company,  proportional to the executive’s contribution, and fair to shareholders and employees, while providing payouts clearly aligned with actual performance.

Principle Three—Avoid controversial pay practices

Companies should avoid controversial pay practices, unless special justification is present.

Principle Four—Credible board oversight of executive compensation

Compensation committees should demonstrate credible oversight of executive compensation. To effectively fulfill this role, compensation committees should be independent, experienced, and knowledgeable about the company’s business.

Principle Five—Transparent communications and increased dialogue with shareholders

Compensation should be transparent, understandable, and effectively communicated to shareholders. When questions arise, boards and shareholders should have meaningful dialogue about executive compensation.

While it's mostly pablum, it does provide a set of generic best practices. In addition, there is some useful stuff in the appendices.

Top Gear Takes on Speed Cameras

Corporate Constitutional Rights

My friend and UCLA colleague Eugene Volokh has a nice post on the corporate personhood issue we discussed a few days ago. He focuses on many aspects of the problem, but I'll pluck out two issues most pertinent to most readers of this blog. First, the practical consequences of denying the corporation constitutional statuts and protections:

... if corporations lack constitutional rights, the government could take their property without just compensation, and in fact without any hearing. It could just come in and grab it, no questions asked.

Second, the individual rights aspect of the problem, which I regard as the most important:

If you take the property of a corporation without compensation, whom are you really hurting? Not "the corporation," which is, indeed, a convenient legal fiction. You're hurting the corporation's owners.

If you accept the legal fiction of the corporation being a separate person, then taking its property violates its rights. But if you reject that fiction, as a means of arguing that the corporation should lack rights, then taking its property violates its owners' rights. Either way, the Takings Clause should apply; and that's what suggests that the legal fiction (a corporation is a person) is a sensible one here — using it makes analysis easier, but doesn't ultimately change the results much.

The same goes for the Due Process Clause, the Civil Jury Trial Clause, and so on. If you take a corporation's property, or let it be taken through certain procedures, you're affecting the property of individual owners. There's therefore no real reason to deny these rights to the corporation.

Likewise for free speech. Corporations don't actually speak; people speak. A corporation's employee (a person) communications information that is decided on by a group of managers (people) who represent the stockholders (other people). Barring the New York Times or the ACLU or the Catholic Church or General Motors from speaking bars real people from speaking using the corporation's property.

Aha, some might say, the real people aren't silenced — they can still speak using their own property. But the Court has long understood that to speak effectively in a vast nation, you need to be able to pool your resources with others (even in this cyberspace age).

The Court has recognized this under the rubric of the right to expressive association, but the same applies to speech via corporations. When people contribute money to the ACLU, so that the ACLU's directors can decide what ACLU's spokespeople say, the contributors are making a decision to pool their resources so that some decisionmakers (the directors) can decide how to use them to speak. And the same goes for GM shareholders — they are pooling their resources and giving them to some decisionmakers (GM managers) so they can decide how to spend the resources, including spending them for speech, whether advertising or political advocacy.

Do go read the whole thing for his views on original intent and so on.

The Specter of Undoing Stoneridge

Larry Ribstein has a great post on a Snarlin' Arlen Specter bill that would, among other things, undo the Supreme Court's decision in the Stoneridge case. The effect would be to dramatically increase the class of potential defendants in securities cases by imposing potential liability on those who "aid and abet" violations. The consequences would be severe and adverse to the competitiveness of US capital markets (for more the effect of litigation on that market, see here). As the Supreme Court explained in the Stoneridge case:

The practical consequences of an expansion [of the Rule 10b-5 cause of action], which the Court has considered appropriate to examine in circumstances like these, provide a further reason to reject petitioner?s approach. In Blue Chip, the Court noted that extensive discovery and the potential for uncertainty and disruption in a lawsuit allow plaintiffs with weak claims to extort settlements from innocent companies. Adoption of petitioner?s approach would exposea new class of defendants to these risks. As noted in Central Bank, contracting parties might find it necessary to protect against these threats, raising the costs of doing business. Overseas firms with no other exposure to our securities laws could be deterred from doing business here. This, in turn, may raise the cost of being a publicly traded company under our law and shift securities offerings away from domestic capital markets

Specter has always been a friend of the trial lawyers, but even so one suspects that this bill is designed to cement their support in the upcoming Democrat Senate primary. As a spanking new Democrat, Specter needs to solidify his relationships with key special interest constituencies like the trial lawyers as much as possible.

Regulating Away Financial Crises

The core policy dilemma in responding to the financial crisis through promulgation of new laws and regulations is that bad prior policy choices were core contributors to the crisis. In a very real sense, regulation got us into this mess, so why should we expect it to get us out. Arnold Kling has just published a report dealing with this issue.

The paper shows that broad policy areas—including housing policy, capital regulations for banks, industry structure and competition, autonomous financial innovation, and monetary policy—affected elements of this framework to varying, but important, degrees. While considering alternative points of view concerning the causes of the financial crisis, the paper concludes that bank capital regulations were the most important causal factor in the crisis and that the policy “solutions” to previous financial and economic crises sowed the seeds for this current crisis.

Regulating Banker Pay

The WSJ reports that the Fed plans extensive regulation of bank pay policies to prevent the taking of excessive risk:

Under the proposal, the Fed could reject any compensation policies it believes encourage bank employees -- from chief executives, to traders, to loan officers -- to take too much risk. Bureaucrats wouldn't set the pay of individuals, but would review and, if necessary, amend each bank's salary and bonus policies to make sure they don't create harmful incentives. ... Its strategy appears to go further than what some in the industry were expecting, given that it would apply to many employees, not just top earners. It would go beyond a more generic list of "best practices" that many thought the central bank would craft.

The proposal will likely push banks to use "clawbacks" -- provisions to reclaim the pay of staffers who take risks that hurt their firms -- in certain pay packages, among other tools, to punish employees for taking excessive risks with their firms' money. The central bank could also demand that more pay be offered through restricted stock or other forms of long-term compensation designed not to reward short-term performance.

The proposal raises four concerns. First, risk and return are inextricably linked. If you want a higher rate of return, you have to take greater risks. Financial institutions owned by shareholders thus must take into account the basic fact that shareholders have a strong incentive to favor risky projects. Because creditors have a prior claim on the firm’s assets and earnings, they get paid first; shareholders get the residual—whatever is left over. Shareholders thus prefer projects offering potentially high rate of returns, so there will be something left over after the creditors get paid.

If compensation policy encourages banks to reduce the risks they take, that policy will inevitably result in a lower rate of return for shareholders. This will significantly distort the flow of capital. Shareholders will divest bank stocks and invest in industries offering a higher rate of return. This will raise the cost of capital for banks and perhaps have the unintended consequence of making banks weaker rather than safer.

Second, whether or not that specific unintended consequence comes to fruition, it's critical to remember that government regulation of compensation has been characterized by unintended consequences. The Journal explains:

 Previous efforts to regulate pay have often failed or even backfired, sending pay higher. A 1980s law restricting "golden parachutes" helped spread what had been a rare practice. A 1993 law limiting annual salaries led to bigger stock-option grants, pensions and deferred compensation. Former Securities and Exchange Commission Chairman Christopher Cox once said the law belongs in the "Museum of Unintended Consequences."

For example:

Jonathan Macey, a professor at Yale Law School, says the Federal Reserve plan "responds to an acute problem" of taxpayers losing when a bank blows up, but ceding all the gains to traders and executives when the bank makes a profit.

The proposal could have unintended consequences, however, he said. If the Fed takes the 25 biggest banks and works to make sure they are consistent in the way they pay people, it "may make things worse because it contributes to lemming-like, herd behavior," he said. "Bubbles are caused by that behavior. What you want is diversity and heterogeneity between firms."

A third problem is that the proposal may not only distort the capital market, it may also distort the job market. If the best and brightest perceive finance as offering lower income potential, they'll be incentivized to look elsewhere. Again, the proposal thus could have the unintended consequence of making harder to strengthen the banking sector.

Finally, how do you tell whether a policy will encourage "excessive risk"? How do you decide what level of risk is appropriate versus excessive? Once you make that determination, how do you figure out whether a proposed pay policy will encourage the latter rather than the former? Why do we think government bureaucrats are going to be any good at answering those questions?

My guess would be that government bureaucrats will be over conservative. They won't want the Washington Post and NY Times writing articles about how they were asleep at pay switch. If so, all the problems outlined above will be exacerbated.

I'm not saying that risk management failures didn't contribute to the financial crisis. They did. I'm not saying that pay policies didn't contribute to those failures. They did. 

I'm just saying, the Fed damn well better be sure it knows what it's doing here ... and I'm dubious that it does.

Law School Blogging Rankings

Via Brian Leiter, I came across two rankings of law schools by blogging stats. First, number of blogs to which professors at a given school contribute. UCLA ranks in the 17-26 tier with six. Second, number of professors at the school that blog. UCLA ranks in the 22-28 tier with six. Interestingly, considering that I'm going to be spending next year there as a visiting professor, Virginia isn't ranked on either list.

Does no one on the UVa faculty blog? 

If so, query what they are likely to make of someone who has been called "the most overrated blogger in the entire internets." 

Sonia Sotomayor and the Corporate Personhood

Jess Bravin reports that:

In her maiden Supreme Court appearance last week, Justice Sonia Sotomayor made a provocative comment that probed the foundations of corporate law. ... Justice Sotomayor suggested the majority might have it all wrong -- and that instead the court should reconsider the 19th century rulings that first afforded corporations the same rights flesh-and-blood people have.

Judges "created corporations as persons, gave birth to corporations as persons," she said. "There could be an argument made that that was the court's error to start with...[imbuing] a creature of state law with human characteristics."

A DailyKosite observed: "If Justice Sotomayor keeps up with this line of thinking, she will truly represent a great progressive change on a much too corporate-friendly Court."

Maybe so. Maybe not.

If she keeps up with this line of thinking, the one sure thing is that she'll be making a fundamental error (or, more precisely, two fundamental errors).

There are a couple of different ideas bollixed up in Sotomayor's statement. We need to entangle them.

Let's start with the idea of corporate personhood.

It is certainly true that the corporation's legal personhood is a mere legal fiction. A corporation is not a moral actor. Edward, First Baron Thurlow, put it best: "Did you ever expect a corporation to have a conscience, when it has no soul to be damned, and nobody to be kicked?" The corporation is simply a nexus of contracts between factors of production.

Although the corporation’s legal personality obviously is a fiction, it is a very useful one. Consider a large forestry company, owning forest land in many states. If the company were required to list all of its owners—i.e., every shareholder—on every deed recorded in every county in which it owned property, and also had to amend those filings every time a shareholder sold stock, there would be an intolerable burden not only on the firm but also on government agencies that deal with the firm. Hence, for example, it is useful for the law to allow the corporation to sue and be sued in its own name and to own and deal in property in its own name.

Likewise, the corporation's legal personhood is a useful fiction in constitutional law. Government regulation of corporations obviously impacts the people for whose relationships the corporate serves as a nexus. (You see how hard it is to even talk about the corporation without reifying it?) It's useful to allow the corporation to provide those persons with a single voice when seeking constitutional protections.

Indeed, doing so is not just useful, it is necessary to protect the rights of the parties to those various contracts. As Larry Ribstein explains in Corporate Political Speech, 49 Wash. & Lee L. Rev. 109, because "a corporation is a nexus of contracts, these contract rights should be constitutionally protected to the same extent as other contract rights. Thus, the state must show why intervention in the corporate contract is constitutionally justified given the availability of self-protection through private contracting." He continues:

The Court must begin to base its decisions on well-developed modern economic theory rather than on unsupported assertions about corporations and the political process. It is particularly important to understand that any regulation of corporate speech or of the electoral process can have far-reaching consequences in terms of both the costs of governing the firm and the deadweight costs of effecting wealth transfers among interest groups. Until the Court understands these consequences, its decisions may be the proverbial bull in the china shop, particularly as pressure builds for more extensive reform of campaign financing and of corporate political activity.

While it may be useful to allow the corporation "person" standing to assert collective rights, however, it is very important to remember that this is still a fiction that we embrace to facilitate protection of the rights of individuals. As Ribstein recently blogged:

In a nutshell, viewing the corporation as an entity for First Amendment purposes actually serves to push the speech rights of owners and managers under a rug. Abandoning entity reasoning would focus on what matters for the First Amendment analysis. My article and blog post just linked show that once you do that, and put the arguments for limiting speech rights under an analytical spotlight, they look pretty weak.

A distinct problem with Sotomayor's analysis is her treatment of the corporation as a creature of state law. It is true that a corporation must have a certificate of incorporation from the state to obtain legal recognition as such. We might reasonably infer from Sotomayor's overall comment, however, that she accepts some version of the old concession theory, pursuant to which the corporation was regarded as a quasi-state actor exercising powers delegated by the state. It has been over half-a-century since corporate legal theory, of any political or economic stripe, took the concession theory seriously. In particular, concession theory is plainly inconsistent with the contractarian model of the firm, which treats corporate law as nothing more than a set of standard form contract terms provided by the state to facilitate private ordering.

Note how the two points are related. The state provides the corporate form as a means of facilitating private ordering amongst people. When the state wrongfully interferes with how those people have ordered their relationships, those people need the protections of the Constitution. Collective action problems of various sorts may prevent them from banding together to vindicate their rights. Accordingly, the law allows the corporation--under the control of its board of directors--to seek the necessary Constitutional protections on behalf of the community of stakeholders (and, especially, the shareholders who hold the residual claim).

I treat these issues in more detail in my article, Community and Statism: A Conservative Contractarian Critique of Progressive Corporate Law Scholarship.

See also Joyner and Jones.

Caremark and the Three Felonies a Day Problem

It's often said that Caremark claims are the most difficult corporate law claims for a plaintiff to win. It's not immediately apparent why that should be the case. After all, Caremark claims are premised on the board doing a lousy job of monitoring management. In turn, monitoring management is the board's primary--although not exclusive--function.

There are lots of reasons why we want courts to be hostile to Caremark claims. One was called to mind by, of all things, Daniel Henninger's column in the WSJ today on the way rules still are mostly followed in sports but not in politics.

Boston lawyer Harvey Silverglate argues in a forthcoming book, "Three Felonies a Day," that federal law has become such a morass that people in business routinely violate statutes without a clue. Modern law lacks what sports provides lucidity.

Human capacity is inherently bounded. No system of internal controls reasonably can be expected to ensure corporate compliance with the "morass" of laws to which modern businesses are subject. Nor would it be reasonable to expect corporate directors to oversee such an exhaustive system of controls. It would swamp their attention span and preclude them from doing anything else.

This is why corporations should only be expected to focus on the laws they are most likely to violate and that are likely to result in the most serious sanctions. In turn, it is also why boards of directors should be liable only when they have missed obvious red flags that would have alerted them not to one of the three felonies a day, but to felonies that are repeated over and over again.

Virginia Visit

I'm pleased to announce that I've accepted an offer to be a visiting professor at the University of Virginia law school for the 2010-11 academic year. I spent 5 happy years in Charlottesville collecting a couple of degrees and Helen and I both still have a lot of friends and family in Virginia and the Mid-Atlantic area. So we're looking forward to it both professionally and personally.

Long-time readers, however, can already predict the downside. Yes, once again, I've been told by the boss that the dogs are too tender to fly and so we will be driving across country. When we last did so back in 2001 when we were going to Harvard for the year, Helen, Sam (our late golden retriever), and I spent 6 glorious days crowded together in a BMW X5 and 5 glorious nights in crappy "dog-friendly" hotels in miscellaneous two-bit towns. The prospect of fitting Helen, Toby, Bella, and myself in the Porsche seems too daunting for words. I may have to break down and get something practical. 

Schill to Leave UCLA for Chicago

UCLA School of Law Dean Michael Schill has announced that he is leaving UCLA to become dean of the University of Chicago School of Law effective January 1, 2010. Brian Leiter gloatingly reports that:

Before moving to UCLA, Dean Schill taught at NYU and Penn for many years, and is no doubt well-known to thousands of current law students and young lawyers as co-author of the leading casebook on property.

Schill has been, by any measure, a phenomenally successful Dean at UCLA:  recruiting faculty from tenured posts at NYU, Virginia and Chicago; retaining faculty in the face of offers from Harvard, Texas, and Michigan; doubling the number of endowed chairs at the law school, and nearly doubling alumni participation in annual giving.  Only rarely does one encounter a Dean who gets such rave reviews from his faculty.  UCLA has, of course, been one of the nation's top law schools for decades, but Dean Schill will leave the school in probably its strongest and most competitive position ever.  My colleagues and I are fortunate, indeed, that he will take the helm here, and we look forward to welcoming him to Chicago.

Indeed, Chicago is most fortunate. Mike Schill has been an amazing dean. Far better than Chicago deserves.

Under Schill’s leadership, the UCLA law school assembled a very strong managerial team. On the administrative side, the law school has been run efficiently and effectively. Significant improvements in a number of areas have been quite noticeable. Information technology has steadily provided improved resources and capabilities, for example, especially in the classroom.

I have been particularly impressed with the work of Associate Dean Laura Lavado Parker and Director of Communications Lauri Gavel. Under Schill’s supervision, they have significantly enhanced both the quantity and quality of the law school’s communication with alumni and media. The law school now routinely funnels media inquiries to faculty with expertise, for example, so that I have been quoted in the media much more often in recent years.

I’ve been privileged to sit in with Schill and Parker during several meetings with prospective donors. They did a remarkable job of anticipating how best to “stroke” the target. Indeed, I’ve come out of several of those meeting thinking I should be contributing more to the law school!

Not surprisingly, Schill did a great job in fundraising. In particular, I’ve been very involved with the UCLA Law Firm Challenge. The fiscal year that ended on June 30, 2008, was record breaking with 75% of the School's alumni at 76 participating firms making a gift to the School. The alumni with whom I deal routinely credit Dean Schill with the success of the program. Along with other Schill-initiated fundraising developments, we have raised the 16% aggregate alumni participation rate in 2002 (which was at the bottom of the nation's top 20 law schools) to 30.5% in 2008 (which puts us in the top 5).

Schill changed our alumni culture from one of (what one alumni friend of mine called) benign neglect to one of enthusiastic and generous support for the School, in the way that the alumni at our private and public school competitors support their schools. The alumni I know were enthusiastic about Schill. They believed in his vision for the school and were willing to open their wallets in response. Not surprisingly, I'm hearing today from alumni who are deeply saddned by this news.

Nonetheless, I am firmly convinced that Dean Schill has laid the foundation for the future financial strength of the law school. In particular, he has left us in good shape to complete the current $100 million campaign in short order, which will allow the law school to compete effectively with better funded private schools.

Schill’s success at fundraising enabled the School to make a number of programmatic enhancements. In 2005, for example, Dean Schill launched the School’s comprehensive Entertainment and Media Law and Policy Program, which has enriched the School’s curricular offerings. The focus of the program is multifaceted: It is not just about the business of entertainment or the practice of entertainment law; rather, it is about all sorts of media and intellectual property, as well as about policy and culture in what is one of the most dynamic segments of the economy in the country.

Another very important development driven by Schill has been the creation of a joint program with RAND, which significantly enhances the School’s ability to conduct empirical and interdisciplinary research. 

I have never had cause for complaint for how I have been treated by any of the deans I have served with at UCLA. During Dean Schill’s tenure, however, I have felt particularly valued and appreciated. He has gone out of his way to reward my teaching and scholarship. It’s not just the rewards, however, it is his demeanor. He has a knack for making one feel that one is a valued member of the School community.

I will miss him tremendously.