ProfessorBainbridge.com

A couple of book recommendations

My friend Marc Steinberg's wonderful book "Rethinking Securities Law" was American Book Fest's best law book of 2021. Well deserved award.https://t.co/JOiZklAFP2 https://t.co/uIVAyUbGVp #lawtwitter

— Steve Bainbridge (@PrawfBainbridge) November 17, 2021

"Ends of War: The Unfinished Fight of Lee's Army after Appomattox" got a strong review in today's WSJ. https://t.co/fUAQO77Lgr The Country likely would be in a better place if we had hung some top Confederates and kept Reconstruction going a lot longer. https://t.co/ZSZ9eGnZ20

— Steve Bainbridge (@PrawfBainbridge) November 17, 2021

The 11th Edition of what is now Bainbridge's Business Association's casebook is now available for Spring 2022 adoptions

Foundation Press today announced that the 11th edition of my Business Associations casebook is now available for Spring 2022 adoptions. Go here to order.

The Fourth Edition of Bainbridge's Mergers & Acquisitions (Concepts and Insights) is now out and ready to ship

The Fourth Edition of my Mergers and Acquisitions (Concepts and Insights) treatise arrived today. It's up to date and considerably expanded in coverage at almost 140 pages longer than the prior edition. Practitioners and students will find it useful.

 

The old chapter on mergers and sales of substantially all assets has been split into three chapters: Mergers and Asset Sales; The M&A Deal Process; M&A Contracts. These new chapters clock in at a total of 165 pages, compared to 64 in the old edition. The material on M&A Contracts is especially more detailed, with many more sample clauses and discussion of drafting alternatives.

 

Major new cases like MFW and Corwin get extended coverage, as do important statutory developments like DGCL 251(h).

The Cambridge Handbook on Compliance is Out

I just got my copy of The Cambridge Handbook of Compliance. It includes a chapter by yours truly on insider trading compliance programs.

The advertising tells us that:

Compliance has become key to our contemporary markets, societies, and modes of governance across a variety of public and private domains. While this has stimulated a rich body of empirical and practical expertise on compliance, thus far, there has been no comprehensive understanding of what compliance is or how it influences various fields and sectors. The academic knowledge of compliance has remained siloed along different disciplinary domains, regulatory and legal spheres, and mechanisms and interventions. This handbook bridges these divides to provide the first one-stop overview of what compliance is, how we can best study it, and the core mechanisms that shape it. Written by leading experts, chapters offer perspectives from across law, regulatory studies, management science, criminology, economics, sociology, and psychology. This volume is the definitive and comprehensive account of compliance.

Steve Bank on Taxation’s Summer Blockbuster: A Review of Michael Keen & Joel Slemrod, Rebellion, Rascals, and Revenue: Tax Follies and Wisdom through the Ages

My friend and UCLA colleague Steve Bank has a new article posted to SSRN:

In Rebellion, Rascals, and Revenue, Michael Keen and Joel Slemrod have written a fantastic book that collects and loosely organizes a treasure trove of anecdotes about tax systems, trivia, and events around the world and throughout history. In many respects the book, which endeavors to include stories about any type of tax, in any type of tax system, in any period in history, is overly ambitious. Nevertheless, Keen and Mick identify several common themes that persist over time. More contextualization might have revealed an omitted theme – the effect of societal changes on the development and adaptation of tax systems – but the book’s main contribution is in taking readers on a raucous ride through tax history that will leave them convinced that taxation is not only important, but exciting as well.

Bank, Steven A., Taxation’s Summer Blockbuster: A Review of Michael Keen & Joel Slemrod, Rebellion, Rascals, and Revenue: Tax Follies and Wisdom through the Ages (May 3, 2021). UCLA School of Law, Law-Econ Research Paper No. 21-05, Available at SSRN: https://ssrn.com/abstract=3838933

 

Insider Trading Compliance Programs in The Cambridge Handbook of Compliance

The Cambridge Handbook of Compliance has just been released:

Compliance has become key to our contemporary markets, societies, and modes of governance across a variety of public and private domains. While this has stimulated a rich body of empirical and practical expertise on compliance, thus far, there has been no comprehensive understanding of what compliance is or how it influences various fields and sectors. The academic knowledge of compliance has remained siloed along different disciplinary domains, regulatory and legal spheres, and mechanisms and interventions. This handbook bridges these divides to provide the first one-stop overview of what compliance is, how we can best study it, and the core mechanisms that shape it. Written by leading experts, chapters offer perspectives from across law, regulatory studies, management science, criminology, economics, sociology, and psychology. This volume is the definitive and comprehensive account of compliance.

It includes 69 articles by leading experts on various aspects of compliance, both theoretical and practical. Among them is an article by yours truly on insider trading compliance programs.

Forthcoming: Rethinking Securities Law by Marc I. Steinberg

Marc Steinberg is one of the preeminent securities law scholars in the country. His new book Rethinking Securities Law should be a strong candidate for the law book of 2021.

From Amazon:

The system of securities regulation that prevails today in the United States is one that has been formed through piecemeal federal legislation, Securities and Exchange Commission (SEC) invocation of its administrative authority, and self-regulatory episodic action. As a consequence, the presence of consistent and logical regulation all too often is lacking. In both transactional and litigation settings, with frequency, mandates apply that are erratic and antithetical to sound public policy. This book focuses on "rethinking" the securities laws, with particular emphasis on the Securities Act and Securities Exchange Act.

In 1978, the American Law Institute (ALI) adopted the ALI Federal Securities Code. The Code has not been enacted by Congress and its prospects are dim. Since that time, no treatise, monograph, or other source comprehensively has focused on this meritorious subject. The objective of this book is to identify the deficiencies that exist under the current regimen, address their failings, provide recommendations for rectifying these deficiencies, and set forth a thorough analysis for remediation in order to prescribe a consistent and sound securities law framework. By undertaking this challenge, the book provides an original and valuable resource for effectuating necessary law reform that should prove beneficial to the integrity of the U.S. capital markets, effective and fair government and private enforcement, and the enhancement of investor protection.

This will be a must read for business lawyers and scholars.

What I'm Reading: The Return of the Prodigal Son by Fr. Henri Nouwen

I've been reading with great admiration "The Return of the Prodigal Son" by the late Fr. Henri Nouwen. It's a fascinating blend of autobiography, theology, and art criticism in which Rembrandt's painting of the parable becomes critical to Nouwen's spiritual growth. Highly recommended.

Book Recommendations About Business and Transactional Lawyering

I frequently get questions from students for recommendations of books that will give them basics about business and finance, as well as being a transactional lawyer. Many of these students come from a non-business background and need something to get up to speed. Some of my favorite book recommendations for these students include:

I also recommend that students read general market books about business and lawyering. It gives them a feel for what the real world's like outside of textbooks. Some of my favorites are out of print, but here's a few recommendations:

And then, of course, there's my books:

My friend and frequent coauthor Todd Henderson has published another legal thriller

Helen and I both tremendously enjoyed Mental State, which was our friend Todd Henderson's first novel. It was a tremendously well done mystery/legal thriller. So we're excited that he's now published a sequel, State of Shock. We've placed our order.

Todd Henderson is the Michael J. Marks Professor of Law at the University of Chicago Law School, where he is prolific author of books, articles, and popular pieces on subjects ranging from business law to the regulation of Wall Street to legal issues involving Native Americans. Prior to becoming an academic, he worked as a business consultant, lawyer, and civil engineer.

From Amazon.com:

When Jante Turner is murdered just days before she takes the mantle as new dean of Rockefeller University Law School in Chicago, Royce Johnson is approached to help solve the murder. But Johnson doesn’t even have an investigator’s license, much less his old job with the FBI. In fact, he’s just been released from prison after serving a year-long sentence for his rogue investigation that led to the impeachment of a Supreme Court justice. Hero to some, a criminal to others, Johnson is hired by the new dean of Rockefeller Law to help clear his name from rumors swirling around the former dean’s unsolved murder.

Soon, Johnson finds himself at the intersection of higher education, Chicago politics, big money, and murder. As he chases down leads across campus and the South Side, the disappearance of an environmental lawyer at the University takes the investigation in a surprising direction. Johnson traces a river of corruption running from deep-pocket donors of the University to North Side developers and a South Side alderman who is heir to the throne in City Hall. In his desperation, he turns to the one lawyer who can help him—the former Rockefeller student whom Johnson mistakenly framed for murder on his last case. Marcus Jones now practices law, and although the relationship is strained for good reason, they team up to catch Jante’s killer.

Wounded and on the run—but able to connect dots that track from a toxic dump to environmental law to the pinnacle of the University—Johnson circles back to his client, the acting dean of Rockefeller Law, and explodes the man’s world by revealing the murderer.

I'm confident this will be another success. 

What I've been reading: A Very Short Introduction to Augustine

I just finished and highly recommend Henry Chadwick's Augustine: A Very Short Introduction. As I've often said, I love the VSI series. It's filling in all the gaps in my education. The book description for this 144 page text reports that:

Augustine was arguably the greatest early Christian philosopher. His teachings had a profound effect on Medieval scholarship, Renaissance humanism, and the religious controversies of both the Reformation and the Counter-Reformation. Here, Henry Chadwick places Augustine in his philosophical and religious context and traces the history of his influence on Western thought, both within and beyond the Christian tradition. A handy account to one of the greatest religious thinkers, this Very Short Introduction is both a useful guide for the one who seeks to know Augustine and a fine companion for the one who wishes to know him better.

As for Chadwick:

Henry Chadwick KBE FBA^[1] (23 June 1920 – 17 June 2008) was a British academic, theologian and Church of Englandpriest. A former Dean of Christ Church Cathedral, Oxford – and as such, head of Christ Church, Oxford – he also served as Master of Peterhouse, Cambridge, becoming the first person in four centuries to head a college at both universities.

A leading historian of the early church, Chadwick was appointed Regius Professor at both the universities of Oxford and Cambridge. He was a noted supporter of improved relations with the Catholic Church, and a leading member of the Anglican–Roman Catholic International Commission. An accomplished musician, having studied music to degree level, he took a leading part in the revision and updating of hymnals widely used within Anglicanism, chairing the board of the publisher, Hymns Ancient & Modern Ltd., for 20 years.

I found Chadwick's treatment orthodox, accessible, clear, and enlightening. It's an outstanding literary biography that combines an overview of Augustine's life and concise expositions of his major works.

My book "Corporation Law and Economics" turned up in the oddest place

Well, maybe not the oddest place. But a friend of mine on Facebook spotted this picture on his timeline and sent it to me. The original poster apparently is a French lawyer. Look carefully at the top book.

The book in question is my Corporations: Law and Economic Analysis (2002). It has a LOT more economic analysis than my Concepts and Insights version, so may be especially useful for academics. Lots of director primacy, of course.

 

Have a Merry nonCockney Christmas Eve

This is so wrong in so many ways, but:

And it's a real thing. Sadly, however, it omits Christ's Birth.

Hence, I must wish you a Merry non-Cockney Christmas Eve.

Bishop Robert Barron's Five Favorite Books of All Time

Bishop Robert Barron's podcasts, books, and videos have become an important art of my regular devotional life. Sometimes he speaks to cultural issues, about which he always speaks cogently. In this interesting video, he discusses his five favorite books of all time.

Law and Science Fiction: The Tax Man by Stephen Robinett

I’ve been reading a bunch of old Analog Science Fiction magazines from my youth. Tonight I was reading the February 1975 Analog and a short story by Stephen Robinett entitled The Tax Man amused me. It would make a fun case study for a Law and Science Fiction seminar. There are going to be links to the story and other pertinent stuffs on my blog. So, if you want to read the story, stop here.

 

 

 

 

 

 

SPOILER WARNING 1

 

 

 

 

 

 

In the story, there is a massive wall between the USA and Mexico. But it’s not intended to keep people out. Instead, it’s intended to keep people in. (That'd trigger some class discussion, I suspect.)

 

You see, the Tax Reform Act of 1987 created a flat tax rate of 98 percent and made tax evasion a capital offense. The Supreme Court through that out as a violation of the 8th Amendment. Initially, Congress changed the penalty to life imprisonment, but that was too expensive due to the vast number of tax evaders. (There’s a law and economics subtext there.)

 

So they amended the Constitution to bring back the concept of Civil Death (with a citation to Blackstone’s Commentaries in the story, no less).

 

Our hero is visited by an IRS agent who informs Larry that he has been convicted of nonpayment of income taxes for 1998 in a trial conducted entirely by computers. There is no appeal. In three hours, Larry will declared civilly dead and anyone can kill him, after which he will buried in the middle of the road.

 

Larry’s a long distance trucker and decides to take his rig on a run from LA to the Mexican border. The IRS agent chases him and they argue over CB radio about tax policy.

 

In case you've decided to go get the link to the story, I've put another spoiler warning to avoid springing the ending on you.

 

 

 

 

SPOILER WARNING 2