I just taught my last class of the semester. I still have to do a review session and grade exams but the teaching part is done. And so the strangest, most challenging, and painful semester of my 32 years in law teaching is finally over. Between serving on an Appointments Committee that worked its ass off (7 tenure track offers to rookies and laterals, which I think is a UCLA record), teaching and do faculty service remotely for half the semester, dealing with all the coronavirus misery, and, last but not least, the Twitter/APILSA disaster, this has been one for the history books. I’m glad to see the back of it.
And so on to what I hope will be a quiet and productive summer of research and writing (it’s been a while since anybody asked me what I do with my “summers off”). My plans at present include:
1. I will finally finish my casebook, Advanced Corporation Law: A Practical Approach to Corporate Governance, which is under contract at Foundation Press. 🤞
Corporate governance is regulated by many of the same laws covered in the basic Business Associations course, but increasingly is also regulated by laws—such as SOX and Dodd-Frank—that get short shrift in the typical Business Associations casebook and course. In contrast, those laws are the core focus of this text.
Unlike the more basic topics that dominate Business Associations, which are a product of state corporate law with a minor federal overlay, corporate governance is regulated by a much more complex body of law that emanates from multiple regulators. Many of the rules of corporate governance come from traditional state corporate and federal securities law sources, but many more come from sources such as stock exchange listing standards or rules issued by the Public Company Accounting Oversight Board and similar quasi-governmental bodies. All of these are grist for the mill in this text.
Importantly, however, lawyers practicing in the corporate governance space must be knowledgeable not only about the law but also best practice. As Sir Adrian Cadbury observed in connection with the United Kingdom’s adoption of the so-called Cadbury Code, it is tempting for managers to obey the letter of law while ignoring the deeper purposes behind it. Sound corporate governance structures thus must be informed as much by best practices as well as formal legal rules.
Likewise, this text assumes that mastering the relevant law requires situating it in an understanding of the contemporary business environment. The legal issues governing executive compensation makes little sense, for example, if one does not understand the political and economic debate over CEO pay. Similarly, to cite just one more example, mastering the high-profile issues respecting shareholder rights will be much easier if the students are familiarized with the changing demographics of shareholders and the rise of activist hedge funds.
I have been working on the casebook for several years and currently have a draft in hand of over 600 pages. I am committed to submitting it to Foundation in August 2020, so this summer will see the final push.
1.A. In addition, I need to prepare a Teacher’s manual.
2. I am preparing a Fourth Edition of my Foundation Press Concepts and Insights treatise on Corporate Law. Although this edition is not a major rewrite, it will require considerable updating because the third edition was published in 2015.
BTW, this treatise has been cited in two judicial opinions[1] and 84 law review articles.[2]
3. I have accepted an offer from the Journal of Corporation Law to publish a response to an article by Jeff Lipshaw (Suffolk) on corporate purpose. Last Fall, I wrote a short essay on the Business Roundtable’s August 2019 statement on corporate purpose. BRT, Stakeholders and Corporate Purpose, The Corporate Board, November/December 2019, at 6. The essay motivated my friend Jeff to write a law review article taking issue with some of the points I made therein, as well as dealing more broadly with the question. After accepting Jeff’s article, the Journal invited me to write a reply. This will enable me to elaborate on the arguments made in abbreviated form in the magazine essay and to present them to a legal readership rather than the magazine’s lay audience. I have written widely on the corporate purpose and plan to do so again in book form in the next year or two, so this seemed like a useful opportunity to extend the discussion.
[1] Dewey v. Bechthold, 384 F. Supp. 3d 971, 979 (E.D. Wis. 2019); In re Capital One Derivative Shareholder Litig., 952 F. Supp. 2d 770, 792 n.25 (E.D. Va. 2013).
[2] Found by searching Westlaw’s law journal file for [Bainbridge +3 “corporate law”] and eliminating uses of that phrase other than in citations to the text.
